By-Laws
of
Carpet-on-the-Go, Inc.
ARTICLE I
Meetings of Stockholders
Section 1. The annual meeting of the stockholders of this
Corporation shall be held at the principal executive office of
this Corporation, or at any other place, within or outside of the
State of Nevada, specified by the Board of Directors. The annual
meeting of the stockholders, after the year of incorporation,
shall be held at the time and date in each year fixed by the
Board of Directors. The meeting shall be held for the purpose of
electing directors of this Corporation to serve during the
ensuing year and for the transaction of such other business as
may be brought before the meeting.
At least ten (10) days' written notice specifying the day,
hour and place when and where the annual meeting shall be
convened, shall be mailed in a United States Post Office
addressed to each of the stockholders of record at the time of
issuing the notice at his, her or its address last known as it
appears on the books of this Corporation.
Section 2. Special meetings of the stockholders may be held
at the office of this Corporation in the State of Nevada, or
elsewhere, whenever called by the President, by the Board of
Directors, or by a vote of or an instrument in writing signed by
the holders of at least a majority of the issued and outstanding
capital stock of this Corporation. At least ten (10) days'
written notice specifying the day, hour and place when and there
the annual meeting shall be convened, shall be mailed in a United
States Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his, her or its
address last known as it appears on the books of this
Corporation.
Section 3. If all the stockholders of this Corporation shall
waive notice of a meeting, no notice of such meeting shall be
required, and whenever all of the stockholders shall meet in
person or by proxy, such meeting shall be valid for all purposes,
without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling any
meeting, setting forth the substance of the notice and the
day, hour and place of the mailing of the same to the several
stockholders, and the respective addresses to which the same
were mailed shall be prima facie evidence of the manner and
fact of the calling and giving of such notice.
If the address of any stockholder does not appear upon the
books of this Corporation, it will be sufficient to address
any notice to such stockholder at the principal office of this
Corporation.
Section 4. All business lawful to be transacted by the
stockholders of this Corporation may be transacted at any special
meeting or at any adjournment thereof. Only such business
referred to in the notice calling such special meeting, however,
shall be acted upon during such special meeting or adjournment,
unless all of the outstanding capital stock of this Corporation
is represented either in person or by proxy, in which case any
lawful business may be transacted, and such meeting shall be
valid for all purposes.
Section 5. At the stockholders' meetings, the holders of a
majority of the entire issued and outstanding capital stock of
this Corporation shall constitute a quorum for all purposes. If
the holders of the amount of stock necessary to constitute a
quorum shall fail to attend (at the time and place fixed by these
By-Laws for any annual meeting, or fixed by a notice as provided
above for any special meeting), either in person or by proxy, a
majority in interest of the stockholders present in person or by
proxy may adjourn from time-to-time without notice other than by
announcement at the meeting, until holders of the amount of stock
requisite to constitute a quorum shall attend. Any business that
might have been transacted at the originally-called meeting may
be transacted at any such adjourned meeting at which a quorum
shall be present.
Section 6. At such meeting of the stockholders, every
stockholder shall be entitled to vote in person or by his duly-
authorized proxy appointed by instrument in writing subscribed by
such stockholder of by his duly-authorized attorney. Each
stockholder shall have one (1) vote for each share of stock
standing registered in his, her or its name on the book of the
Corporation, ten (10) days preceding the day of such meeting. The
votes for directors, and upon demand by any stockholder, upon any
question properly before the meeting, shall be by viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, indicating all stockholders
entitled to vote at such meeting and the number of shares held
by each such stockholder, certified by the Secretary of this
Corporation, shall be furnished. The list shall be prepared at
least ten (10) days before such meeting and shall be open to
inspection by the stockholders, their agents or their proxies,
at the place where such meeting is to be held, and for ten
(10) days prior thereto. Only persons in whose names shares of
stock are registered on the books of this Corporation for ten
(10) days preceding the date of such meeting, as evidenced by
the list of stockholders, shall be entitled to vote at such
meeting. Proxies and powers-of-attorney to vote must be filed
with the Secretary of this Corporation before an election or a
meeting of the stockholders, or they cannot be used at such
election or meeting.
Section 7. At each meeting of the stockholders, the polls
shall be opened and closed; the proxies and ballots issued,
received, and be taken in charge of, for the purpose of the
meeting, and all questions touching the qualifications of voters
and the validity of proxies, and the acceptance or rejection of
votes, shall be decided by two inspectors. Such inspectors shall
be appointed at the meeting by the presiding officer of the
meeting.
Section 8. At the stockholders' meetings the regular order of
business shall be as follows:
1. Reading and approving the Minutes of previous meeting or
meetings;
2. Reports of the Board of Directors, President, Treasurer,
and/or Secretary of this Corporation in the order listed;
3. Reports of any Committee;
4. Election of Directors;
5. Unfinished business;
6. New business;
7. Adjournment.
ARTICLE II
Directors and Their Meetings
Section 1. The Board of Directors of this Corporation shall
consist of no less than one (1) and no more than five (5) persons
who shall be chosen by the stockholders at the annual meeting.
Each Director shall hold office for one year, and until his or
her successor is elected and qualified. The initial Board shall
consist of five (5) Directors.
Section 2. When any vacancy occurs among the Directors as a
result of death, resignation, disqualification or other cause,
the stockholders, at any regular or special meeting, or at any
adjourned meeting thereof, or the remaining Directors, if any, by
the affirmative vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of
the Director whose place shall have become vacant and until his
or her successor is elected and qualified.
Section 3. The meeting of the Directors may be held at the
principal office of this Corporation in the State of Nevada, or
elsewhere, at such place or places as the Board of Directors may,
from time-to-time, determine.
Section 4. Regular meetings of the Board of Directors shall
be held as often as necessary. Notice of such regular meetings
shall be mailed to each director by the Secretary at least three
(3) days prior to the day fixed for such meeting. No regular
meeting shall be held void or invalid if such notice is not
given, provided that the meeting is held at the time and place
fixed by these By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the
call of the President or Secretary on at least three (3) days'
notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all
of the members shall be present, even though without notice,
or of which notice shall have been waived by all absent
Directors, shall be valid for all purposes, provided a quorum
shall be present, unless otherwise indicated in the notice
calling the meeting or in the waiver of notice.
Any and all business may be transacted at any regular or
special meeting of the Board of Directors.
Section 5. A majority of the Directors in office shall
constitute a quorum for the transaction of business. At any
meeting at which less than a quorum is present, a majority of
Directors present may vote to adjourn from time-to-time until a
quorum shall be present; no notice of such adjournment shall be
required. The Board of Directors may prescribe rules not in
conflict with these By-Laws for the conduct of its business;
provided, however, that in fixing salaries for officers of this
Corporation, the unanimous action of all Directors shall be
required.
Section 6. A Director need not be a stockholder of this
Corporation.
Section 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the
Board, but shall not receive any compensation for their services
as directors until such time as this Corporation is able to
declare and pay dividends on its capital stock.
Section 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders and shall,
upon request, furnish a true copy of such report to each
stockholder. The Board, in its discretion, may submit any
contract or act for approval or ratification at any meeting of
stockholders called for the purpose of considering any such
contract or act, provided a quorum is present.
Section 9. The Board of Directors shall have the power from
time-to-time to provide for the management of the offices of this
Corporation in such manner as they see fit, and in particular,
from time-to-time to delegate any of the powers of the Board in
the course of the current business of this Corporation to any
standing or special committee or to any officer or agent and to
appoint any persons to be agents of this Corporation with such
powers (including the power to sub-delegate), and upon such terms
as may be deemed fit.
Section 10. At meetings of the Board of Directors, the regular
order of business shall be as follows:
1. Reading and approving the Minutes of previous meeting or
meetings;
2. Reports of Officers and Committee-members;
3. Election of Officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
Officers and Their Duties
Section 1. The officers of this Corporation shall consist of
the President, the Secretary, and the Treasurer, each of whom
shall be appointed by the Board of Directors. This Corporation
may also have one or more Vice Presidents, Assistant Secretaries,
or Assistant Treasurers. The Board of Directors may appoint other
officers. The order of seniority of the Vice Presidents, if any
such officers exist, shall be the order of their nomination
unless otherwise determined by the Board of Directors. Any two or
more of such offices may be held by the same individual. The
Board of Directors shall designate one officer as the chief
financial officer (CFO) of this Corporation. In the absence of
such designation, the Treasurer shall be the CFO. The Board of
Directors may appoint, and may empower the President to appoint,
such other officers as the business of this Corporation may
require. Each of these other officers shall have such authority
and may perform such duties as are provided in these By-Laws or
as the Board of Directors may determine from time-to-time. The
salary and other compensation of officers shall be fixed from
time-to-time by resolution or in the manner determined by the
Board of Directors.
Each officer of this Corporation shall hold office from the
date elected to the date when his or her successor is elected;
provided that all officers, as well as any employee or agent
of this Corporation, may be removed at any time at the
pleasure of the Board of Directors. Nothing in these By-Laws
shall be construed as creating any kind of contractual right
to employment with this Corporation. Any officer may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of this Corporation. Receipt of
such notice, however, is without prejudice to the rights, if
any, of this Corporation under any contract to which such
officer is a party. Any such resignation shall take effect at
the date of receipt or at such later time specified therein.
Unless otherwise specified therein, acceptance of such
resignation is not necessary for the resignation to become
effective. A vacant office may be filled by vote of the Board
of Directors, or the Board may vest an officer with the power
to fill a vacant office.
Section 2. The President shall be the executive officer of
this Corporation and shall have a duty to supervise, control and
manage the day-to-day operation of this Corporation, subject only
to directions from the Board of Directors with regard to the
direction of this Corporation's affairs. The President shall have
full power to execute any and all documents for and on behalf of
this Corporation, including, but not limited to, entering into
leases for real property, equipment, furniture, furnishings,
hiring and firing all personnel, setting and establishing
operational manuals and policies, entering into contracts
necessary for the day-to-day operation of this Corporation,
establishing lines of credit for this Corporation and accounts
payable thereof; except when such powers have been specifically
limited by the Board of Directors. The President shall also be a
member and chairman of any Executive Committee that may be
established; shall preside at all meetings of the Board of
Directors and all meetings of stockholders; shall sign all
Certificates of Stock issued by this Corporation; perform any and
all other duties prescribed by the Board of Directors which can
be performed during the normal work period.
Section 3. The Vice Presidents (if any such officers are
appointed), in order of their seniority, may assume and perform
the duties of the President in the absence or disability of the
President, or at such times that the office of the President is
vacant. The Vice Presidents shall have such titles, perform such
other duties, and have such other powers as the Board of
Directors, the President, or these By-Laws may designate from
time-to-time.
Section 4. The Treasurer shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the
properties and business transactions of this Corporation. The
books of account shall at all reasonable times be open to
inspection by any Director.
The Treasurer shall deposit all moneys and other valuables in
the name of and to the credit of this Corporation, with such
depositories as may be designated by the Board of Directors.
The Treasurer shall render to the President and the Directors,
whenever they request, an account of all the Treasurer's
transactions as Treasurer, and of the financial condition of
this Corporation.
The Treasurer shall be responsible for the establishment and
maintenance of accounting and other systems required to
control and account for the assets of this Corporation, and
provide safeguards therefore; to collect information required
for management purposes; and to perform such other duties, and
to have such other powers, as the Board of Directors or the
President may designate from time-to-time.
The President may direct any Assistant Treasurer to assume and
perform the duties of the Treasurer in the absence or
disability of the Treasurer, and each Assistant Treasurer
shall perform such other duties and have such other powers as
the Board of Directors or the President may designate from
time-to-time.
Section 5. The Secretary shall keep the minutes of all
meetings of the Board of Directors, the stockholders, and the
Executive Committee, if any, in books provided for such purpose.
The Secretary shall attend to the giving and serving of all
notices of this Corporation; may sign with the President or Vice
President, in the name of this Corporation, all contracts
authorized by the Board of Directors or Executive Committee;
shall affix the corporate seal of this Corporation thereto when
so authorized by the Board of Directors or Executive Committee;
shall have custody of the corporate seal; shall affix the
corporate seal to all Certificates of Stock duly issued by this
Corporation; shall have charge of the Stock Certificate Books,
Transfer Books, Stock Ledgers and such other books and papers as
the Board of Directors or Executive Committee may direct, all of
which shall at all reasonable times be open to the examination of
any Director upon application at the office of this Corporation
during business hours; and shall, in general, perform all duties
incident to the office of Secretary.
Section 6. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as
may be prescribed by the Secretary or the Board of Directors.
Section 7. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority on
behalf of this Corporation to attend and to act and vote at any
meeting of the stockholders of any corporation in which this
Corporation may hold stock. At such meetings, the President shall
possess and may exercise any and all rights and powers incident
to the ownership of such stock, and which, as the owner thereof,
this Corporation might have possessed and exercised if present.
The Board of Directors, by resolution, from time-to-time, may
confer like powers on any person or persons in place of the
President to represent this Corporation for the purposes in this
section mentioned.
ARTICLE IV
Capital Stock
Section 1. The capital stock of this Corporation shall be
issued in such manner, at such times, and upon such conditions as
shall be prescribed by the Board of Directors.
Section 2. Ownership of stock in this Corporation shall be
evidenced by Certificates of Stock in such forms as shall be
prescribed by the Board of Directors, and shall be under the seal
of this Corporation and signed by the President or Vice President
and the Secretary or Assistant Secretary. No certificate shall be
valid unless it is so signed.
All Certificates shall be numbered consecutively. The name of
the person owning the shares represented thereby with the
number of such shares and the date of issue shall be entered
upon the books of this Corporation.
All certificates surrendered to this Corporation shall be
canceled. No new certificate shall be issued until the former
certificate for the same number of shares shall have been
surrendered or canceled.
Section 3. No transfer of stock shall be valid as against
this Corporation except on surrender and cancellation therefore,
accompanied by an assignment or transfer by the owner, made
either in person or under assignment, a new certificate shall be
issued therefore.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be
expressed in the entry of said transfer on the books of this
Corporation.
Section 4. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer
and registration of Certificates for shares of the capital stock
of this Corporation. The Board of Directors may appoint a
transfer agent and registrar of transfers, and may require all
Certificates to bear the signature of such transfer agent and
registrar of transfers.
Section 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten (10) days
prior to such meetings, and shall be closed for the payment of
dividends during such periods as may be fixed from time-to-time
by the Board of Directors. During such periods, no stock shall be
transferable.
Section 6. Any person or persons applying for a Certificate
in lieu of one alleged to have been lost or destroyed shall make
affidavit of affirmation of the fact, and shall deposit with this
Corporation an affidavit. Whereupon, at the end of six months
after the deposit of said affidavit and upon such person or
persons giving bond of indemnity to this Corporation in an amount
double the current value of the stock against any damage, loss,
or inconvenience to this Corporation, which may or can arise in
consequence of a new or duplicate Certificate being issued in
lieu of the one lost or missing, the Board of Directors may cause
to be issued to such person or persons a new Certificate, or a
duplicate of the Certificate so lost or destroyed. The Board of
Directors may, in its discretion, refuse to issue such new or
duplicate Certificate save upon the order of some court having
jurisdiction in such matter, anything herein to the contrary
notwithstanding.
Section 7. All holders of stock of this Corporation are
subject to the provisions of Article IX of these By-Laws.
Section 8. Each certificate evidencing ownership of stock in
this Corporation shall contain the following endorsement upon its
face so as to give notice to any transferee thereof:
"The shares of stock represented by this certificate are subject
to all of the terms expressed in the Corporation's By-Laws,
particularly those in Article IX that restrict the transfer or
encumbrance of these shares. A copy of the By-Laws is on file at
the Corporation's office."
ARTICLE V
Offices and Books
Section 1. The principal office of this Corporation, in
Nevada, shall be:
1000 N. Green Valley Parkway #440-195
Henderson, NV 89014
Section 2. This Corporation may have a principal office in
any other state or territory as the Board of Directors may
designate.
Section 3. The Stock and Transfer Books and a copy of the By-
Laws and Articles of Incorporation of this Corporation shall be
kept at its principal office in the State of Nevada, for the
inspection of all who are authorized or have the right to see the
same, and for the transfer of stock. All other books of this
Corporation shall be kept at such places as may be prescribed by
the Board of Directors.
ARTICLE VI
Indemnification
Section 1. For purposes of this Article, "Indemnitee" shall
mean each Director or Officer who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in,
any Proceeding (as hereinafter defined), by reason of the fact
that he or she is or was a Director or Officer of this
Corporation or is or was serving in any capacity at the request
of this Corporation as a Director, Officer, employee, agent,
partner, or fiduciary of, or in any other capacity for, another
corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.
Each Indemnitee shall be indemnified and held harmless by this
Corporation for all actions taken by him or her, and for all
omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law,
against all expense, liability and loss (including, without
limitation, attorney fees, judgments, fines, taxes, penalties,
and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Indemnitee in connection with any
Proceeding.
Indemnification pursuant to this Section shall continue as to
an Indemnitee who has ceased to be a Director or Officer and
shall inure to the benefit of his or her heirs, executors and
administrators.
This Corporation may, by action of its Board of Directors, and
to the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees.
The rights to indemnification as provided in this Article
shall be non-exclusive of any other rights that any person may
have or hereafter acquire under an statute, provision of this
Corporation's Articles of Incorporation or By-Laws, agreement,
vote of stockholders or Directors, or otherwise.
Section 2. This Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any
person who is or was a Director, Officer, employee or agent of
this Corporation, or is or was serving at the request of this
Corporation in such capacity for another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses
incurred by him or her in such capacity, whether or not this
Corporation has the authority to indemnify him or her against
such liability and expenses.
The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating
a trust fund; (b) establishing a program of self-insurance;
(c) securing its obligation of indemnification by granting a
security interest or other lien on any of this Corporation's
assets, and (d) establishing a letter of credit, guarantee or
surety. No financial arrangement made pursuant to this section
may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or
a knowing violation of law, except with respect to advancing
expenses or indemnification ordered by a court.
Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by this
Corporation or any other person approved by the Board of
Directors, even if all or part of the other person's stock or
other securities is owned by this Corporation. In the absence
of fraud:
1. the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
2. the insurance or other financial arrangement
(a.) is not void or voidable; and
(b.) does not subject any Director approving it to personal
liability for his action,
(c.) even if a Director approving the insurance or other
financial arrangement is a beneficiary of the insurance or
other financial arrangement.
Section 3. The provisions of this Article relating to
indemnification shall constitute a contract between this
Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's
consent or as specifically provided in this section.
Notwithstanding any other provision of the By-Laws relating to
their amendment generally, any repeal or amendment of this
Article which is adverse to any Director or Officer shall apply
to such Director or Officer only on a prospective basis and shall
not limit the rights of an Indemnitee to indemnification with
respect to any action or failure to act occurring prior to the
time of such repeal or amendment. Notwithstanding any other
provision of these By-Laws, no repeal or amendment of these By-
Laws shall affect any or all of this Article so as to limit or
reduce the indemnification in any manner unless adopted by (a)
the unanimous vote of the Directors of this Corporation then
serving, or (b) the stockholders as set forth in ARTICLE VIII
hereof; provided that no such amendment shall have retroactive
effect inconsistent with the preceding sentence.
Section 4. References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date
these By-Laws were adopted or as such law thereafter may be
changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
By-Laws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law.
ARTICLE VII
Miscellaneous
Section 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion, as it may deem advisable, to fix as a reserve fund,
and may, from time-to-time, declare dividends from the
accumulated profits of this Corporation in excess of the amounts
so reserved and pay the same to the stockholders of this
Corporation, and may also, if it deems the same advisable,
declare stock dividends of the unissued capital stock of this
Corporation.
Section 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors) involving the payment of moneys or the credit
of this Corporation of more than FIVE THOUSAND DOLLARS ($5,000),
shall be made without the authority of the Board of Directors or
of the Executive Committee, if any.
Section 3. Unless otherwise ordered by the Board of
Directors, all agreements and contracts shall be signed by the
President and the Secretary in the name and on behalf of this
Corporation, and shall have the Corporate Seal attached thereto.
Section 4. All moneys of this Corporation shall be deposited
when and as received by the Treasurer in such bank or banks or
other depository as may from time-to-time be designated by the
Board of Directors, and such deposits shall be made in the name
of this Corporation.
Section 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid against this Corporation
unless the same shall be signed by the President or Vice
President and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer
and countersigned by the President, Vice President or Secretary,
except that the Treasurer or an Assistant Treasurer may, without
countersignature, make endorsements for deposit to the credit of
this Corporation in all its duly authorized depositories.
Section 6. No loan or advance of money shall be made by this
Corporation to any stockholder or Officer therein, unless the
Board of Directors shall otherwise authorize.
Section 7. No Director or Officer of this Corporation shall
be entitled to any salary or compensation for any services
performed for this Corporation, unless such salary or
compensation shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all the Directors
voting in favor thereof.
Section 8. This Corporation may take, acquire, hold,
mortgage, sell or otherwise deal in stocks, bonds or other
securities of any other Corporation, if and as often as the Board
of Directors shall so elect.
Section 9. The Directors shall have the power to authorize
and cause to be executed, mortgages and liens, without limit as
to amount, upon the property and franchise of this Corporation.
Pursuant to affirmative vote, either in person or by proxy, of
the holders of a majority of the capital stock issued and
outstanding, the Directors shall have the authority to dispose in
any manner of the whole property of this Corporation.
Section 10. This Corporation shall have a Corporate Seal, the
design thereof being as follows:
ARTICLE VIII
Amendment of By-Laws
Section 1. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors
by a vote of not less than all of the entire Board, or may be
made by a vote of, or a consent in writing by the holders of a
majority of the issued and outstanding capital stock.
ARTICLE IX
Restrictions on Transfers of Stock
Section 1 Restrictions
Section 1.1 No stock of this Corporation shall be transferred
on the books of this Corporation unless in compliance with the
terms of this Article.
Section 1.2 Except as otherwise provided below, a shareholder
is hereby prohibited from making a voluntary sale, transfer,
assignment, hypothecation, gift, or any other alienation of any
share or shares in this Corporation, or any right or interest
therein; nor shall a shareholder allow any such share or shares
to become subject to an involuntary transfer by order of a court,
sale upon execution of a judgment, appointment of a receiver or
trustee in bankruptcy for a shareholder, or any other legal
process resulting in a transfer of said shares.
Section 1.3 In the event that a shareholder desires to make a
prohibited voluntary transfer, or has been forced to subject his
stock to a prohibited involuntary transfer, the shareholder shall
be required to offer for sale to this Corporation all of his
shares subject to such a prohibited transfer, at the price and
upon the terms specified in this Article. This Corporation shall
be notified of the offer by the shareholder in writing, and that
shall constitute a notice of disposition of shares within the
meaning of section 2 below.
Section 1.4 Any shares of stock of this Corporation shall be
subject to the terms of this Article, and any holder hereof shall
confirm in writing the holder's obligation to be bound by all of
the terms, provision, options, and restrictions of this Article.
Section 2 Purchase of shares
Section 2.1 Within a period of sixty (60) days following the
delivery of such notice of disposition of shares, this
Corporation shall notify the holder of such shares (the "Selling
Shareholder") if it elects to purchase all or a portion of such
shares.
Section 2.2 The occurrence of any event which would require
transmission to this Corporation of a notice of disposition of
shares shall immediately give rise to all options given herein to
this Corporation and its shareholders to purchase such shares,
and such options may be exercised without regard to whether any
notice of disposition of shares is in fact given by the Selling
Shareholder. The period under section 2.1 above shall not,
however, begin to run until this Corporation, through its
officers or directors, shall have actual knowledge of such event.
Section 2.3 To the extent this Corporation elects not to
purchase such shares or is legally prohibited from doing so, it
shall, within the said sixty (60) day period, so notify all
shareholders of record who own at least twenty percent (20%) of
the outstanding stock of this Corporation (a "Qualified
Shareholder"). Any such shareholder may, within thirty (30) days
after the service of such notice, elect to purchase any part or
all of the stock so offered. Any Qualified Shareholder desiring
to purchase said stock shall notify the Selling Shareholder in
writing within the said thirty (30) day period. In the event more
than one Qualified Shareholder desires to purchase said stock,
those shares shall be prorated among them based upon their
respective holdings in this Corporation.
Section 2.4 In the event this Corporation and all Qualified
Shareholders declines to purchase said stock, the holder may
within a period of six months from the date of giving said notice
sell or transfer said stock as he or she may see fit. The person
or persons acquiring said stock shall hold it subject to all the
terms, conditions and options contained in this Article. If no
transfer is made within the six month period, no further
disposition of said stock may be made without again giving the
notice and providing the option to this Corporation as set forth
herein.
Section 2.5 The purchase price and terms of any purchase under
this Article shall be as set forth in sections 6 and 7 below.
Section 3 Notwithstanding the above provisions, a shareholder may
make a lifetime gift of his stock, whether in trust or outright,
to another shareholder, his parents, or his children or their
issue. Any such gift to a minor shall be subject to the condition
that the same be affirmed by such minor upon attaining the age of
majority and, if not affirmed by a letter in writing to this
Corporation within sixty (60) days after such minor attains
majority, such stock shall be subject to the purchase option
provisions set forth above as if a notice of disposition had been
given on the last day of said period for affirmance, except as
limited by section 9 below.
Section 4 No provision in this Article shall prevent any
shareholder from pledging his shares as security for a debt or
obligation, but such pledge shall provide that in the event of
foreclosure, the person acquiring such shares shall be subject to
the terms and conditions of this Article. A foreclosure shall be
deemed to constitute notice from the purchaser thereof to this
Corporation of a disposition of the stock under section 2 above.
The options thereupon given this Corporation under the terms of
section 2 above shall apply to all foreclosed shares.
Section 5 Death of a Shareholder
Section 5.1 Upon the death of a shareholder, the personal
representative of his estate, trustee of his living trust, or
other successor-in-interest to his shares, shall within thirty
(30) days of the date of the death notify this Corporation of
such death and deliver to this Corporation proof of its authority
to act as the successor-in-interest to the deceased shareholder.
Section 5.2 Upon receipt of the notification of death, this
Corporation shall within sixty (60) days purchase the stock of
the deceased shareholder from the successor-in-interest of the
deceased shareholder according to the provisions of sections 6
and 7 below.
Section 6 Purchase Price
Section 6.1 At least annually, at the annual meeting of this
Corporation or as otherwise mutually agreed, the shareholders
shall determine by unanimous agreement a total value to be placed
upon all outstanding stock of this Corporation.
Section 6.2 The total value of this Corporation's stock shall
be divided by the number of outstanding shares of stock of this
Corporation at the date a notice of disposition is delivered.
This value shall be used to calculate the total value of shares
offered by the Selling Shareholder.
Section 6.3 If, at the time a notice of disposition is
delivered, more than one year has elapsed since the base value
was last determined, the base value shall be the last agreed
value or the net book value of this Corporation determined in
accordance with generally accepted accounting principles,
whichever is higher.
Section 7 Purchase Terms
Section 7.1 The down payment shall be five percent (5%) of the
total purchase price. The down payment shall be in cash at the
time notification is made by the purchaser of his or her election
to purchase, or upon determination of the total purchase price
under the provisions of this Article, whichever is later.
Section 7.2 The balance of the purchase price shall be
represented by a promissory note of the purchaser or purchasers
payable in equal annual installments on the anniversary date of
the payment of the down payment.
Section 7.3 Such promissory note shall be non-negotiable in
form and shall bear interest at the prevailing prime rate for
loans of similar duration charged by the largest bank in the
state of Nevada. Such interest shall be payable on the annual
payment date of principal. The holder of such note shall have the
right to declare the note due and payable in full in the event of
a default in the making of any payment. In the event of the death
of the maker of the note, the unpaid balance of that note shall
become immediately due and payable at the election of the holder
of the note.
Section 7.4 The Selling Shareholder shall, upon receiving the
down payment and the note, if any, for the balance of the
purchase price, endorse the certificates representing the shares
being sold to the purchaser or purchasers of said shares.
Section 7.5 So long as no default occurs in making payments
due under the note, the purchaser of the shares shall be entitled
to receive all dividends thereon and shall be entitled to vote
such shares.
Section 8 Life Insurance
Section 8.1 This Corporation may, if it deems advisable in
order to assure continuity in its management and policies,
purchase life insurance policies in such amounts as it deems
advisable upon the lives of any one or more of its shareholders,
but shall not be obligated to do so. Should such insurance be
purchased, the down payment to be made by reason of sale
following the death of an insured shareholder shall be increased
above the section 7 amount to the lesser of the agreed selling
price as determined in section 6 and the actual amount of the
life insurance proceeds.
Section 8.2 If this Corporation has purchased a life insurance
policy for a shareholder who has sold his shares under the
provisions of this Article during his lifetime, the coverage
shall be continued by this Corporation during the period allowed
for the installment payment of such shares. After final payment
has been made, the Selling Shareholder may purchase from this
Corporation any life insurance policies then in effect at their
cash surrender values.
Section 9 Other Provisions
Section 9.1 Time is of the essence in carrying out the terms
of this Article. Each party, therefore, agrees to perform any
acts herein required of such party and to execute and deliver any
documents required to carry out the provisions of this Agreement
promptly within the time periods herein described.
Section 9.2 Each shareholder agrees to insert in his will a
direction and authorization to his executor to fulfill and comply
with the provisions hereof.
Section 9.3 Notwithstanding any of the restrictions imposed
above, this Corporation has the absolute right to refuse to
record any transfer of stock where such refusal is necessary to
maintain the Corporation's status, where that status is dependent
upon the number or identity of this Corporation's shareholders,
to preserve exemptions under federal or state security laws, or
for any other reasonable purpose.
Section 9.4 The provisions of this Article shall extend to and
be binding upon this Corporation, its successors and assigns, and
to all shareholders, their personal representatives, heirs,
legatees, and assigns.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being
the Directors of Carpet-on-the-Go, Inc., do hereby consent to the
foregoing By-Laws and adopt the same as and for the By-Laws of
Inc. IN WITNESS WHEREOF, we have hereunto set our hands this
11th day of April, 2000.
/s/Richard Mestas
Richard Mestas, Director
