BY-LAWS
OF
GOLDEN HOLE, INC.
ARTICLE I - OFFICES
The principal office of the corporation, Nevada, shall be located in the
residence of the President in the County of Salt Lake. The corporation may have
such other offices, either within or without the State of incorporation as the
board of directors may designate or as the business of the corporation may
require from time to time.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING
The annual meeting of the stockholders shall be held on the 15th day of
August each year, beginning in the year 1999 at the hour 11:00 o'clock A.M., for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. Should the day fixed for the annual meeting be a
legal holiday, said meeting shall be held on the next succeeding business day.
2. SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than forty five percent (45%) of all the outstanding shares of the
corporation entitled to vote at the meeting.
3. PLACE OF MEETING
The directors may designate any place, either within or without the State
of incorporation, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice, signed by all stockholders entitled to vote at a
meeting, may designate any place, either within or without the state of
incorporation, unless otherwise proscribed by statute, as the place for holding
such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the Principal Office of the Corporation.
4. NOTICE OF MEETING
Written or printed 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 be delivered no less than ten (10) days nor more than forty
five (45) days before the date of the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or the Officer or
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed by the Corporation to be
delivered when deposited in the United States mail, addressed to the stockholder
at his or her address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the 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 stockholders entitled to notice
of or to vote at a meeting of stockholders, such books shall be closed for at
least ten (10) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Directors may fix, in advance, a date as the record
date for any such determination of stockholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of stockholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If the stock transfer books
are not closed, and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders, or
stockholders 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 Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS
The officer or agent having charge of the stock transfer books for shares
of the Corporation shall make, at least three (3) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
five (5) days prior to such meeting, shall be kept on file at the Principal
Office of the Corporation and shall be subject to the inspection of any
stockholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to which stockholders are entitled to
examine such list or transfer books, or to vote at the meeting of stockholders.
7. QUORUM
At any meeting of stockholders fifty one percent (51%) of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
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 notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of sufficient stockholders to leave less than a quorum.
8. PROXIES
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of the Corporation before, or at the
time of, the meeting.
9. VOTING
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation, and these by-laws, shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
Directors and upon any question before the meeting shall be by ballot. All
elections for Directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS
The order of business at all meetings of the stockholders, shall be as
follows:
1. Call to order
2. Roll Call
3. Proof of notice of meeting or waiver of notice.
4. Reading of minutes of preceding meeting.
5. Reports of Officers.
6. Reports of Committees.
7. Election of Directors.
8. Unfinished Business.
9. New Business.
10. Adjournment
11. INFORMAL ACTION BY STOCKHOLDERS
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
1. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its Board
of Directors. The directors shall, in all cases, act as a Board, and it may
adopt such rules and regulations for the conduct of its meetings and the
management of the Corporation, as it deems proper, not inconsistent with these
by-laws and the laws of this State.
2. NUMBER TENURE AND QUALIFICATIONS
The number of directors of the Corporation shall be determined by the Board
of Directors. Each Director shall hold office until the next annual meeting of
stockholders and until his or her successor shall have been qualified and
elected.
3. REGULAR MEETINGS
A regular meeting of the Directors shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The Directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS
Special meetings of the Directors may be called by, or at the request of,
the President or any two (2) Directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting called by the Directors.
5. NOTICE
Notice of any special meeting shall be given at least ten (10) days
previously thereto by written notice delivered personally, or by mail or by
telegram, to each Director at his business address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice is given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. 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 has not been lawfully called or convened.
6. QUORUM
At any meeting of the Directors two (2) shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the Directors present may adjourn the meeting, from time to time,
without further notice.
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 Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of
Directors and/or vacancies occurring in the Board for any reason except the
removal of Directors without cause, may be filled by a vote of a majority of the
incumbent directors, notwithstanding the existence of a quorum. Vacancies
occurring by reason of the removal of Directors without cause shall be filled by
vote of the stockholders. A Director shall be elected to fill a vacancy, caused
by resignation, death or removal, for the unexpired term of his or her
predecessor.
9. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed, for cause, by vote of the
stockholders or by action of the board. Directors may only be removed without
cause by vote of the stockholders.
10. RESIGNATION
A Director may resign at any time by giving written notice either to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION
No compensation as such, shall be paid to Directors for their services,
however by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be authorized.
Nothing contained herein shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. PRESUMPTION OF ASSENT
A director of the Corporation who is present at a meeting of the Directors
at which action on any Corporate matter is taken shall be presumed to have
assented to the action taken unless his or her dissent shall be entered in the
minutes of the meeting, or unless he shall file his or her 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, however, within seven (7) days of said adjournment shall
not apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate from among its members an Executive
Committee and other Committees, each consisting of three (3) or more Directors.
Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
1. NUMBER
The Officers of the Corporation shall be a President, a Vice-President, a
Secretary and a Treasurer, each of whom shall be elected by the Directors. Such
other Officers and assistant officers, as may be deemed necessary by the
directors, may be elected or appointed.
2. ELECTION AND TERM OF OFFICE
The Officers of the Corporation to be elected by the Directors shall be
elected annually at the first meeting of the Directors held after each annual
meeting of the stockholders. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified, or until his or
her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
3. REMOVAL
Any officer or agent elected or appointed by the Directors may be removed
by the Directors whenever, in their judgment, the best interests of the
Corporation would be served thereby. Such removal, however, shall be without
prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
5. PRESIDENT
The President shall be the Principal Executive Officer of the Corporation
and, subject to the control of the Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He or she shall,
when present, preside at all meetings of the stockholders and of the Directors.
He or she may sign, with the Secretary or any other proper Officer of the
Corporation thereunto authorized by the Directors, certificates for shares of
the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these By-Laws 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 Directors from time to time.
6. VICE-PRESIDENT
In the absence of the President, or in event of his or her death,
incapacitation, 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 or
her by the President or by the Directors.
7. SECRETARY
The Secretary shall keep the stockholders' and or the directors' meetings
in one or more books provided for that purpose, see that all notices are duly
given in accordance with the provisions of these By-Laws or as required by the
laws of this state, be custodian of the corporate records and of the seal of the
Corporation and keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder, have general
charge of the stock transfer books of the Corporation and, in general, perform
all duties incident to the office of Secretary and such other duties as may be
assigned, from time to time, to him or her by the President or by the Directors.
8. TREASURER
If required by the Directors, the Treasurer shall secure a bond for the
faithful discharge of his or her duties in such sum and with such surety or
sureties as the Directors shall determine. He or she shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with these By-Laws and, in general, perform all of the duties
incident to the office of Treasurer and such other duties as may be assigned to
him or her, from time to time, by the President or by the Directors.
9. SALARIES
The salaries of the Officers shall be fixed, from time to time, by the
Directors and no Officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation.
ARTICLE V -- CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS
The Directors may authorize any officer 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.
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 Directors. Such authority may be general or confined to specific instances.
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
Directors.
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 depositaries as the Directors may elect.
ARTICLE VI -- CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES
Certificates representing shares of the Corporation shall be in such form
as determined by the Directors. Such certificates shall be signed by the
President and by the Secretary or by such other officers authorized by law and
by the Directors. All certificates for shares shall be consecutively numbered or
otherwise sequentially identified. The name and address of the stockholder and
the number of shares and date of issue, shall be entered in the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate, for a like number of shares, shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Directors may prescribe.
2. TRANSFERS OF SHARES
(a) Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer it, shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered in
the transfer book of the Corporation which shall be kept at its Principal
Office.
(b) The Corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the
part of any other person whether or not he or she shall have express or other
notice thereof, except as expressly provided by the laws of this State.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first (1) day of
January in each year.
ARTICLE VIII - DIVIDENDS
The 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
conditions provided by law.
ARTICLE IX - SEAL
The Directors shall provide a Corporate Seal, which shall be circular in
form and shall have inscribed thereon the name of the Corporation, the State of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or Director of the Corporation under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, 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 XI - AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting, or at any special
stockholders' meeting, when the proposed amendment has been set out in the
notice of such meeting.
