EXHIBIT 3.2
BY-LAWS
OF
Mercado Industries, Inc.
a Nevada Corporation
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City
of Las Vegas, in the County of Clark and in the State of Nevada. The
corporation may have such other offices within or without the State of
Nevada and the State of Texas as the Board of Directors may designate or
as the business of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders
of the corporation shall be held on such date and at such time as
designated from time to time for the purpose or electing directors of
the corporation and to transact all business as may properly come
before the meeting. If the election of the directors is not held on
the day designated herein for any annual meeting of the stockholders,
or at any adjournment thereof, the president shall cause the election to
be held at a special meeting of the stockholders as soon thereafter as
is convenient.
2. SPECIAL MEETING. Special meeting of the stockholders may be
called by the directors, or by the President. Special meetings shall be
called any time upon the request of the stockholders owning not less
than fifty percent (50%) of the outstanding stock of the corporation
entitled to vote at such meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be
held at the principal office of the corporation in the City of Las
Vegas, State of Nevada or at such other place as shall be determined
from time to time by the Board of Directors. If the place of the meeting
is not at the principal offices of the corporation, the place of such
meeting shall be stated in the call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual
meeting of stockholders shall be given by mailing written notice of the
meeting at least ten (10) days prior to the meeting to each stockholder
of record of the corporation entitled to vote at such meeting, such
notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage prepaid thereon. The notice of
the time and place of special meetings shall be given by written notice
or by personal notice five (5) days prior to the meeting to each
stockholder of record of the corporation entitled to vote at such
meeting.
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5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the
stockholders entitled to notice of or entitled to vote at any regular
meeting of stockholders or any special meeting, or of determining the
stockholders entitled to receive payment of any dividend, or in order to
make a determination of stockholders for any other purpose, the
Directors of the corporation shall provide that the stock transfer books
be closed for a stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books are to be closed for the purpose of
determining stockholders entitled to notice of a special meeting or of
the annual meeting of stockholders, such book shall be closed for at
least fourteen (14) 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 fifty (50) days
and, in the case of a meeting of shareholders, not less than (10) days
prior to the date on which a 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 determination of
shareholders entitled to notice of or to vote at the meeting
of shareholders, or shareholders entitled to received 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 record date for such
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.
6. VOTING LISTS. The officer or agent in charge of the stock
transfer books for the corporation shall prepare before each meeting of
stockholders a complete list of stockholders entitled to vote at the
meeting arranged in alphabetical order with the address of and number of
shares held by each person. The list shall be prepared five (5) days
prior to the stockholders' meeting and shall be keep on file at the
principal office of the corporation and subject to inspection during
normal business hours by any stockholder. The list shall also be
produced and kept open at the stockholders' meeting and shall be subject
to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of
stockholder shall consist of stockholders representing, capital stock of
the corporation entitled to vote at such meetings, except as otherwise
specifically provided by law or in the Articles of Incorporation. If a
quorum is not present at a properly called stockholders' meeting, the
meeting shall be adjourned by then present and an additional and further
notice sent to all stockholders notifying them of the adjournment of the
meeting and the date and time and place of the adjourned meeting. At
such adjourned meeting. At such adjourned meeting, at which a quorum
is present or represented, business may be transacted which might have
been transacted at the meeting as originally notified
8. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by their duly
authorized attorney in fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.
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9. VOTING OF SHARES. At all elections for directors of the
corporation, each shareholder may cast as many votes in the aggregate as
he is entitled to vote under its charter, multiplied by the number of
directors to be elected. Each shareholder may cast a whole number of
votes, either in person or by proxy, for one candidate or distribute
said votes among two or more candidates. On all other matters each
shareholder shall have one vote for each share of stock owned by the
shareholder. All elections for directors of the corporation shall be
decided by plurality vote. All other questions shall be decided by
majority vote.
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 into his name. Shares standing 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 the 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
it own stock belonging to the Corporation shall 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.
11. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
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12. 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
1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by the Board of Directors consisting of not less than
one or more than seven directors. The Board of Directors shall be
elected for a term of one year and shall hold office until the
successors are elected and qualified. Directors need not be
stockholders. In addition to the power and authority granted by the By
Laws and the Articles of Incorporation, the Board of Directors may
exercise all such powers of the corporation and do all such lawful acts
and things that are not forbidden by statute, Articles of Incorporation,
or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether
caused by resignation, death of otherwise, may be filled by a majority
vote of the remaining director or directors, even though they
constitute less than a quorum, or by a majority vote of the
stockholders. This may be accomplished at any special or regular
meeting of the Board of Directors or by the stockholders at any regular
or special meeting. A director thus elected to fill any vacancies shall
hold office for the unexpired term of their predecessor and until their
successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be
held at the same time as the annual meeting of stockholders. No notice
of the regular meeting of the Board of Directors shall be sent. The
directors may provide by resolution the time and place for the holding
of additional regular meetings other than the meeting at the annual
of stockholders, by giving notice under their same provisions as that
notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the President, or in his absence, by the
Vice President, or by any two directors, to be held at the time and
place designated in notice of special meeting. The notice of special
meeting shall be in the same form and done in the same manner as the
notice given for stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least
two (2) days previous thereto by written notice delivered personally or
mailed to each director at h is business address, or by telegram. 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 be given by telegram, such notice shall be deemed to be delivered
when the notice be given to the telegraph company. Any directors may
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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 purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had
by means of a telephone conference or similar communications equipment
by which all persons participating in the meeting can hear each other,
and the participation in a meeting under such circumstances shall
constitute presence at the meeting.
7. QUORUM. The majority of the Board of Directors shall be necessary
at all meetings to constitute a quorum for the transaction of business.
If less than a quorum is present, the meeting shall be adjourned. Any
resolution adopted in writing and executed and signed by a majority of
the Board of Directors, accompanied with a showing that the resolution
had been presented to all directors, shall constitute and be a valid
resolution as if the resolution had been adopted at a meeting at which
all directors shall in all respects bind the corporation and constitute
full and complete authority for the officers acting pursuant to it.
8. 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.
9. 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.
10. REMOVAL. Any director may be removed for cause by the majority vote
of the stockholders or by a majority vote of the Board of Directors. Any
director may be removed without cause by a majority vote of the
stockholders.
11. RESIGNATION. Any director may resign at any time by giving written
notice to the Board of Directors and the President or the Secretary or
the corporation. The resignation shall be effective upon receipt of the
notice and the acceptance of the resignation shall not be necessary to
make it effective.
12. COMPENSATION. No compensation shall be paid to directors as such
for their services but the Board of Directors by resolution can fix a
sum for expenses for actual attendance at each regular or special
meeting of the Board. Nothing contained herein shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving a compensation therefore.
13. CONTRACTS. No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by reason of
the fact that one or more the directors of this Corporation is or are
interested in, or is a director or officer, or are directors or officers
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of such other corporations, provided that such facts are disclosed or
made known to the Board of Directors, prior to their authorizing such
transaction. Any director may be a party to or may be interested in any
contract or transaction of this Corporation , and no directors shall be
liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors prior
to their authorization of such contract or transaction, and provided
that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such
Director) of a majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken. Such
director or directors may be counted in determining the presence of
a quorum at such meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
14. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board, may from time to time designated from
among its members an executive committee and such other committees, and
alternative members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may be provided
in such resolution. Each such committee shall serve at the pleasure of
the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present
at a meeting of the Board of Directors at which action on any corporate
matter has been taken, will be presumed to have assented to the action
taken unless their dissent is entered in the minutes of the meeting or
unless they had filed their written dissent to such action with the
person acting as the Secretary at 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
1. OFFICERS. The officers of the corporation shall be a President,
Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer
(if needed), each of whom shall be elected by the Board of Directors.
Such 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 officers may be held by the
same person. Officers may be directors or shareholders of the
Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall
be elected annually at the regular meeting of the Board of Directors.
Each officer shall hold office for one year or until their successor
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shall have been duly elected and qualified. They can resign by giving
written notice to any member of the Board of Directors of the
corporation. The resignation shall take effect upon receipt thereof and
the acceptance shall not be necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in their
judgment, the best interests of the corporation would be served by such
removal. Such removal shall be without prejudice to the contractual
rights, if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors
for the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer,
shall generally supervise and control all the business and affairs of
the corporation. The President shall preside at all meetings of
stockholders and of directors. He shall sign with the Secretary,
Certificates for share of Common stock. The President shall also sign
deeds, mortgages, bonds, contracts of any other instrument which the
directors have authorized to be executed by the President. The President
shall be responsible for the Corporate Books, unless this is delegated
to another officer. The President in general shall perform all the
duties incident to the office of President and such other during as may
be prescribed by he directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of
a death, inability or refusal to act, the Vice-President shall perform
the duties of the President. When they are so acting, they shall have
all the powers of and by subject to all the restrictions of 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
directors. The Vice-President shall serve in equal capacity.
8. SECRETARY. The secretary shall keep the minutes of the stockholders
and of the directors meetings and shall see that all notices are duly
given in accordance with the provisions of these By-Laws. The secretary
shall issue the notices for all meetings except that a notice of a
special meeting of the directors called at the request of two directors
may be issued by those directors. The secretary shall keep a register of
the post office address of each stockholder and shall have general
charge of the stock transfer books unless this duty is given to a
Transfer Agent. The secretary shall make reports and perform such other
duties as are incident to their office or are properly required of them
by the Board of Directors or the President.
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9. TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation. He/she
shall receive monies due to the corporation and give receipts therefore
and shall disperse the funds of the corporation in payment of the
demands against the corporation as directed by the officers and the
Board of Directors. He/she shall perform all duties incident to this
office of as properly required of him/her by the officers or the Board
of Directors. If required by the directors, the treasurer shall give a
bond for faithful discharge of his/her duties in such sum as the
directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officers shall be prevented from
receiving such salary by reason of the fact the he/she is also a
director of the Corporation. Salaries of all officers of the corporation
shall be fixed by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any
officer of the corporation, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer of
the corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute
to the Corporation a bond in such sum, and with such surety or sureties
as the Board of Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all property, funds
or securities of the Corporation which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is
the holder of shares of stock of any other corporation, any right of
power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President or such other
person as the Board of Directors my authorize.
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her
in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having
been a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of the
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Corporation, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director, officer,
employee or agent at the time such expenses are incurred, except in such
cases wherein the director, officer, employee or agent is adjudged
guilty of willful misfeasance or malfeasance in the performance of
his/her duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors
approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of the corporation, partnership, joint venture, trust or enterprise, the
indemnity against expenses of a suit, litigation or other proceedings
which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this
Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of 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 Board of 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 Board of 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 depositories as the Board of Directors
may select.
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation
shall be in a form designated by the directors. Such certificates shall
be signed by the President and Secretary. All certificates for shares
shall be consecutively numbered. The name and address of the
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stockholder, 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 canceled and no new
certificates shall be issued until, the former certificate for a like
number of share has been surrendered and canceled. The exception is the
case of a lost or destroyed or mutilated certificate and in such case a
new one may be issued when the person claiming that certificate is lost
or destroyed or mutilated certifies to the corporation of that fact and
indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the
transfer books of the corporation kept at the office of the corporation
or of the corporation or so elected held at a Transfer Agent office.
Only registered stockholders in the transfer books of the corporation
shall be entitled to be treated by the corporation as the holders in
fact of stock. The corporation shall not be bound to recognize any
equitable or other claims to or any interest in any share of stock which
is not recorded upon the transfer books of the corporation in a manner
prescribed by these By-Laws except as expressly provided by the laws of
the State of Nevada.
ARTICLE VIII
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the
1st day of January in each year and end on the 31 day of December.
ARTICLE IX
1. 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 these By-Laws.
ARTICLE X
1. SEAL. The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon, the name Mercado
Industries, Inc., State of Nevada, 2000, and the words "corporate seal."
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. 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, 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 made before or after
the time stated thereon, shall be deemed equivalent to giving of such
notice.
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ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative
vote of at least two-thirds of the stockholders in any duly called
special or regular meeting or by a majority of the Board of Directors at
any duly called regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 29th day March, 2000.
/s/ Ruth Selmon
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Ruth Selmon
Director
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