b. 3.(ii) Bi-Laws
BYLAWS
OF
GARDEN BAY INTERNATIONAL, LTD.
ARTICLE I
STOCKHOLDERS
1.CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the
corporation shall be signed by, or in the name of, the corporation by
the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant
Treasurer
or the Secretary or an Assistant Secretary of the corporation. Any or
all
the signatures on any such certificate may be a facsimile. In case any
officer,transfer agent, or registrar who has signed or whose facsimile
signature has been place upon a certificate shall have ceased to by such
officer, transfer agent, or registrar before such certificate is issued,
it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of
stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock,
the certificates representing shares of any such class or series or of
any
such partly paid stock shall set forth thereon the statements
prescribed by
the General Corporation Law. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such
shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to
have
Been lost, stolen, or destroyed, and the Board of Directors may require
the
Owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify
the
corporation against any claim that may be made against it on account of
the
alleged loss, theft, or destruction of any such certificate or the
issuance of
any such new certificate or uncertificated shares.
2.UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General
Corporation Law, the Board of Directors of the corporation may provide
by
resolution or resolutions that some or all of any or all classes or
series
of the stock of the corporations hall be uncertificated shares. Within
a
reasonable time after the issuance or transfer of any uncertificated
shares,
the corporation shall send to the registered owner thereof any written
notice
prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not
issue
fractions of a share, it shall (1) arrange for the disposition of
fractional
interests by those entitled thereto, (2) pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered
form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive
a
full share upon the surrender of such scrip or warrants aggregating a
full
share. A certificate for a fractional share or an uncertificated
fractional
share shall, but scrip o warrants shall not unless otherwise provided
therein, entitle the holder to exercise voting rights, to receive
dividends
thereon, and to participate in any of the assets of the corporation in
the
event of liquidation. The Board of Directors may cause scrip or
warrants to
be issued subject to the event conditions that they shall become void if
not
exchanged for certificates representing the full shares or
uncertificated
full shares before a specified date, or subject tot he conditions that
the
shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of
scrip or
warrants, or subject to any other conditions which the Board of
Directors
may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer
or registration of transfer of shares of stock, in any, transfers or
registration of transfers of shares of stock of the corporation shall be
made only on the stock ledger of the corporation by the registered
holder
thereof, or by his attorney thereunto authorized by power of attorney
duly
executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and, in the case of shares
represented by certificates, on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment
of
all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix
a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors,
and
which record date shall not be more than sixty nor less than ten days
before
the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to
notice
of or to vote at a meeting of stockholders shall be at the close of
business
on the day next preceding the day on which notice is given, or, if
notice
is waiver, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In order
that
the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors
may
fix a record date, which record date shall not precede the date upon
which
the resolution fixing the record date is adopted by the Board of
Directors,
and which date shall not be more than ten days after the date upon which
the
resolution fixing the record date is adopted by the Board of Directors.
If
no record date has been fixed by the Board of Directors, the record date
for determining the stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first
date
on which a signed written consent setting forth the action taken or
proposed
to be taken is delivered to the corporation by delivery to its
registered
office in the State of Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to
the
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been
fixed
by the Board of Directors and prior action by the Board of Directors is
required by the General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without
a
meeting shall be at the close of business on the day on which the Board
of
Directors adopts the resolution taking such prior action. In order
that
the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights
or
the stockholders entitled to exercise any rights in respect of any
change,
conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record
date
is adopted, and which record date shall be not more than sixty days
prior
to such action. If no record date is fixed, the record date for
determining
stockholders for any such purpose shall be at the close of business on
the
day on which the Board of Directors adopts the resolution relating
thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right
to
notice of a meeting of stockholders or a waiver thereof or to
participate or
vote thereat or to consent or dissent in writing in lieu of a meeting,
as the
case may be, the term "share" or "shares" or "share of stock" or "shares
of
stock" or "stockholder" or "stockholders" refers to an outstanding
share or
shares of stock and to a holder or holders of record of outstanding
shares
of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any
outstanding share or shares of stock and any holder or holders of record
of
outstanding shares of stock of any class upon which or upon whom the
certificate of incorporation confers such rights where there are two or
more
classes or series of shares of stock or upon which or upon whom the
General
Corporation Law confers such rights notwithstanding that the certificate
of
ncorporation may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights
thereunder;
provided, however, that no such right shall vest in the event of an
increase
or a decrease in the authorized number of shares of stock of any class
or
series which is otherwise denied voting rights under the provisions of
the
certificate of incorporation, except as any provisions of the
certificate of
incorporation, except as any provision of law may otherwise require.
within thirteen months after the organization of the corporation, and
each
successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall
be
held on the date and at the time fixed by the directors.
-PLACE. Annual meetings and special meetings shall be held at such
place,
within or without the State of Delaware, as the directors may, from time
to
time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the corporation in the
State of Delaware.
-CALL. Annual meetings and special meetings may be called by the
directors
or by any officer instructed by the directors to call the meeting.
-NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given,
stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an
annual
meeting shall state that the meeting is called for the election of
directors
and for the transaction of other business which may properly come before
the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose
or
purposes. The notice of a special meeting shall in all instances state
the purpose or purposes for which the meeting is called. The notice of
any
meeting shall also include, or be accompanied by, any additional
statements,
information, or documents prescribed by the General Corporation Law, a
copy
of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the
meeting,
unless the lapse of the prescribed period of time shall have been
waived,
and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the
Secretary
of the corporation. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States Mail If a
meeting is adjourned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned time
and/or
place is made at the meeting, it shall not be necessary to give notice
of
the adjourned meeting unless the directors, after adjournment, fix a new
record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before
or
after the time stated therein. Attendance of a stockholder at a meeting
of
stockholders shall constitute a waiver of notice of such meeting, except
when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular
or special meeting of the stockholders need be specified in any written
waiver of notice.
-STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the
corporation shall prepare and make, at least ten days before every
meeting
of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list
shall
be open to the examination of any stockholder, for any purpose germane
to
the meeting, during ordinary business hours, for a period of at least
ten days
prior to the meeting, either at a place within the city or other
municipality
or community where the meeting is to be held, which place shall be
specified
in the notice of the meeting, or if not so specified, at the place where
the
meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be
the
only evidence as to who are the stockholders entitled to examine the
stock
ledger, the list required by this section or the books of the
corporation,
or to vote at any meeting of stockholders.
-CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by
one of the following officers in the order of seniority and if present
and
acting - Chairman of the Board, if any, the President, a Vice-President,
or,
if none of the foregoing is in office and present and acting, by a
chairman
to be chosen by the stockholders. The Secretary of the corporation, or
in
his absence, an Assistant Secretary, shall act as secretary of every
meeting,
but if neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a secretary of the meeting.
-PROXY REPRESENTAITON. Every stockholder may authorize another person
or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting,
voting or
participating at a meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three
years
from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable
and,
if, and only as long as, it is coupled with an interest sufficient in
law to
support an irrevocable power. A proxy may be made irrevocable
regardless of
whether the interest with which it is coupled is an interest in the
stock
itself or an interest in the corporation generally.
-INSPECTORS. The directors, in advance of any meeting, may but need
not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed,
the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector
fails to
appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person
presiding
thereat. Each inspector, if any, before entering upon the discharge of
his
duties, shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the
best of his ability. The inspectors, if any, shall determine the number
of
shares of stock outstanding and the voting power of each, the shares of
stock represented at the meeting, the existence of a quorum, the
validity
and effect of proxies, and shall receive votes, ballots, or consents,
hear
and determine all challenges and questions arising in connection with
the
right to vote, count and tabulate all votes, ballots, or consents,
determine
the result, and do such acts as are proper to conduct the election or
vote
with fairness to all stockholders. On request of the person presiding
at the
meeting, the inspector or inspectors, if any, shall make a report in
writing
of any challenge, questions, or matter determined by him or them and
execute a certificate of any fact found by him or them. Except as
otherwise
required by subsection (e) of Section 231 of the General Corporation
Law, the
provisions of that Section shall not apply to the corporation.
-QUORUM. The holders of a majority of the outstanding shares of stock
shall
constitute a quorum at a meeting of stockholders for the transaction of
any
business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
-VOTING. Each share of stock shall entitle the holder thereof to one
vote.
Directors shall be elected by a plurality of the votes of the shares
present
in person or represented by proxy at the meeting and entitled to vote
on
the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law
prescribes a different percentage of votes and/or a different exercise
of
voting power, and except as may be otherwise prescribed by the
provisions
of the certificate of incorporation and these Bylaws. In the election
of
directors, and for any other action, voting need not be by ballot.
-STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General
Corporation law may otherwise require, any action required by the
General
Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior
notice
and without a vote, if a consent in writing, setting for the action so
taken, shall be signed by the holders of outstanding stock having not
less
than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon
were present and voted. Prompt notice of the taking of the corporate
action
without a meeting by less than unanimous written consent shall be given
to
those stockholders who have not consented in writing. Action taken
pursuant
to this paragraph shall be subject tot he provisions of Section 228 of
the
General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation
shall be managed by or under the direction of the Board of Directors of
the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole
board"
herein refers to the total number of directors which the corporation
would
have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the state of Delaware.
The
initial Board of Directors shall consist of 2 persons. Thereafter the
number
of directors constituting the whole board shall be at least one.
Subject to
the foregoing limitation and except for the first Board of Directors,
such
number may be fixed from time to time by action of the stockholders or
of the
directors, or, if the number is not fixed, the number shall be at least
one. The number of directors may be increased or decreased by action of
the stockholders or of the directors.
3.ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall
be
elected by the incorporator or incorporators and shall hold office until
the
first annual meeting of stockholders and until their successors are
elected
and qualified or until their earlier resignation or removal. Any
director may
resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly
created
directorships, shall hold office until the next annual meeting of
stockholders an until their successors are elected and qualified or
until
their earlier resignation or removal. Except as the General Corporation
Law
may otherwise require, in the interim between annual meetings of
stockholders
or of special meetings of stockholders called for the election of
directors
and/or for the removal of one or more directors and for the filling of
any
vacancy in that connection, newly created directorships and any
vacancies in
the Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause or without cause, may be filled by the
vote of
a majority of the remaining directors then in office, although less than
a
quorum, or by the sole remaining director.
4.MEETINGS.
-TIME. Meetings shall be held at such time as the Board shall fix,
except
that the first meeting of a newly elected Board shall be held as soon
after
its election as the directors may conveniently assemble.
-PLACE. Meetings shall be held at such place within or without the
State of
Delaware as shall be fixed by the Board.
-CALL. No call shall be required for regular meetings for which the
time and
place have been fixed. Special meetings may be called by or at the
direction
of the Chairman of the Board, if any, the Vice- Chairman of the Board,
if
any, of the President, or of a majority of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for
regular meetings for which the time and place have been fixed. Written,
oral,
or any other mode of notice of the time and place shall be given for
special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by
him
before or after the time stated therein. Attendance of any such person
at a
meeting shall constitute a waiver of notice of such meeting, except when
he
attends a meeting for the express purpose of objecting, at the beginning
of
the meeting, to the transaction of any business because the meeting is
not
lawfully called or convened. Neither the business to e transacted at,
nor the purpose of, any regular or special meeting of the directors need
be
specified in any written waiver of notice.
-QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum
except when a vacancy or vacancies prevents such major8ty, where upon a
majority of the directors in office shall constitute a quorum, provided,
that
such majority shall constitute at least one- third of the whole Board.
A
majority of the directors present, whether or not a quorum is present,
may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation
Law,
the vote of the majority of the directors present at a meeting at which
a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern
a
meeting of directors held to fill vacancies and newly created
directorships
in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee
Designated by the Board, may participate in a meeting of the Board, or
any
Such committee, as the case may be, by means of conference telephone or
Similar communications equipment by means of which all persons
participating
in the meeting can hear each other.
-CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present
and acting, shall preside at all meetings. Otherwise, the Vice-
Chairman of
the Board, if any and if present and acting, or the President, if
present and
acting, or any other director chosen by the Board, shall preside.
5.REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General
Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the
shares
then entitled to vote at an election of directors.
6.COMMITTEES. The Board of Directors may designate one or more
committees,
each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified
member
at any meeting of the committee. In the absence or disqualification of
any
member of any such committee or committees, the member or members
thereof
present at any meeting and not disqualified form voting, whether or not
such member or members constitute a quorum, may unanimously appoint
another
member of the Board of Directors to act at the meeting in the place of
any
such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all
the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation with the exception of any power
or
authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation
to be
affixed to all papers which may require it.
7.WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case
may
be, consent thereto in writing, and the writing or writings are filed
with the
minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a
Secretary, a
Treasurer, and if deemed necessary, expedient, or desirable by the Board
of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors
choosing them shall designate. Except as may otherwise be provided in
the
resolution of the Board of Directors choosing him, no officer other than
the
Chairman or vice-Chairman of the Board, if any, need be a director. Any
number of offices may be held by the same person, as the directors may d
etermine.
Unless otherwise provided in the resolution choosing him, each officer
shall
be chosen for a term which shall continue until the meeting of the Board
of
Directors following the next annual meeting of stockholders and until
his
successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform
such
duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and
shall have such additional authority and duties as are incident to their
office except to the extent that such resolutions may be inconsistent
therewith. The Secretary or an Assistant Secretary of the corporation
shall record all of the proceedings of all meetings and actions in
writing
of stockholders, directors, and committees of directors, and shall
exercise
such additional authority and perform such additional duties as the
Board
shall assign to him. Any officer may be removed, with or without cause,
by
the Board of Directors. Any vacancy in any office may be filled by the
Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to
change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter or
repeal these Bylaws and to adopt new Bylaws may be exercised by the
Board of Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the
Bylaws of Garden Bay International, Ltd., a Delaware corporation, as in
effect on the date hereof.
Dated: July 20, 1998
//Reuben McDonald//
Reuben McDonald
Secretary of Garden Bay International, Ltd.
