BYLAWS
OF
Jewels.com, Inc.
Article I: Offices
The principal office of Jewels.com, Inc. ("Corporation") in the Sate of Nevada
shall be located in Las Vegas, County of Clark. The Corporation may have such
other offices, either within or without the State of Nevada, as the Board of
Directors my designate or as the business of the Corporation may require from
time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held during the first ten (10) days in the month of June in each year, or on
such other date during the calendar year as may be designated by the Board of
Directors. If the day fixed for the annual meeting shall be a legal holiday
in the State of Nevada, such meeting shall be held on the next succeeding
business day. If the election of Directors shall be held on the day designated
herein for any annual meeting of the shareholders or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors my designate any place,
either within our without the State of Nevada, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period, but
not to exceed in any case fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
fifteen (15) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders,such date in any case to
be not more than thirty (30) days and, in case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such lists shall be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for the
purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally noticed. The shareholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
his or duly authorized attorney -in- fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting. A meeting
of the Board of Directors my be had by means of telephone conference or
similar communications equipment by which all persons participating in the
meeting can hear each other, and participation in a meeting under such
circumstances shall constitute presence at the meeting.
Section 10. Voting of Shares by Certain Holders. Shares standing in the name
of another Corporation may be voted by such officer, agent or proxy as the
Bylaws of such Corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him either in person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
Section 11. Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders,may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one ( 1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been elected and
qualified.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any special meeting shall be given at least one
(1) day previous thereto by written notice delivered personally or mailed to
each Director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United Sates mail so
addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any Directors may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors fixed by Section 2
of the Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be signed
before such action by all of the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors, unless
otherwise provided by law. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
Directorship to be filled by reason of an increase in the number of Directors
may be filled by election by the Board of Directors for a term of office
continuing only until the next election of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as a Director or a
fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation thereof.
Section 11. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of Directors
, including a Chairman of the Board. In its discretion, the Board of Directors
may leave unfilled for any such period as it may determine any office except
those of President and Secretary. Any two or more offices may be held by the
same person. Officers may be Directors or shareholders of the Corporation.
Section 2. Election and Term of Office. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until his death, or until
be shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgement, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer
of the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless there is a Chairman of the
Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the Corporation, any
deed, mortgages, bonds, contract, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or
by there Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event
of his death, inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned to him by
the President or by the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has
been determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of
the Board of Directors in one or more minute books provided for the purpose;
(b) see that all notices are duly given in accordance with the provisions
of the Bylaws or as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of
the post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President certificates for
share of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation, and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or
by the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
Article V: Indemnity
Section 1. Definitions. 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.
Section 2. Indemnification. 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 Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. 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:
(a) 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 (b) the insurance
or other financial arrangement is not void or voidable; does not subject any
Director approving it to personal liability for his action; and even if a
Director approving the insurance or other financial arrangement is a beneficiary
of the insurance or other financial arrangement.
Section 4. Contract of Indemnification. 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 Bylaws
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 Bylaws, no repeal or amendment of
these Bylaws 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 XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date these Bylaws
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 Bylaws, 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. The Corporation
shall indemnify its Directors, officers and employees as follows:
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any office or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for
such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes, Provided, however, that upon any action undertaken by the
shareholder to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws so long as
said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 31st day of December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
condition provided by law and its Articles of Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words "Corporate Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given
to any shareholder or Director of the Corporation under the provision of the
Articles of Incorporation or under the provisions of the applicable Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors, or by the shareholder as any regular or special meeting of the
shareholders.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 20th day of April, 2000.
/s/
Erica Nemmers, Director
