<PAGE> 47
EXHIBIT 3.2
BYLAWS
OF
GEM INTERNATIONAL INC.
ARTICLE I
REGISTERED OFFICE AND RESIDENT AGENT
The registered office of the corporation shall be located in the
State of Nevada at such place as may be fixed from time to time by
the officers of the Corporation upon filing such notices as may be
required by law, and the resident agent shall have a business office
identical with such registered office. Any change in the resident
agent or registered office shall be effective upon filing such change
with the Office of the Secretary of State of the State of Nevada
unless a later date is specified.
ARTICLE 2
SHAREHOLDERS
2.1 Place of Meeting. All meetings of the shareholders shall
be held at the principal place of business of the corporation, or at
such other place, within or without the State of Nevada, as shall be
determined from time to time by the Board. and the place at which any
such meeting shall be held shall be stated in the notice of the
meeting.
2.2 Annual Meeting, The annual meeting of shareholders for
election of Directors and for transaction of such other business as
may properly come before the meeting shall be held on the date and at
the time fixed, from time to time, by the Board of Directors,
provided that there shall be an annual meeting every calendar year.
Shareholder annual meetings, may, occur through the use of any means
of communication by which all shareholders participating can hear
each other during the meeting, or by telefacsimile transmission.
2.3 Special Meetings. Special meetings of stockholders of the
Corporation may be called only by the Board of Directors pursuant to
a resolution approved by a majority of the entire Board of Directors,
or by the holders of ten Percent (10%) of the voting power of the
Corporation, upon not less than 30 nor more than 50 days' written
notice to the, stockholders of the Shareholder special meetings may
occur through the use of any means of communication by which all
shareholders participating can hear each other during the meeting, or
by telefacsimile transmission.
2.4 Notice of Meeting.
2.4.1 Annual Meet Notice of the time and place of the
annual meeting of the shareholders shall be given by delivering
personally or by mailing a written or printed notice of the same
to each shareholder of record entitled to vote at the meeting,
at least ten days and not more than sixty days prior to the
meeting.
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2.4.2 Special Meeting. At least ten days and not more than
fifty days prior to the meeting, written or printed notice of
each special meeting of the shareholders, stating the place, day
and hour of such meeting and the purpose or purposes for which
the meeting is called, shall be delivered personally or mailed
to each shareholder of record entitled to vote at such meeting.
2.5 Voting Record. At least ten days before each meeting of
the shareholders, a complete record of shareholders entitled to
vote at such meeting, or any adjournment thereof, shall be made,
arranged in alphabetical order with the address of and number of
shares held by each shareholder, which record shall be kept on
file at the registered office of the corporation for a peroid of
ten days prior to such meeting. The record shall be kept open at
the time and place of such meeting for inspection by any
shareholder. Failure to comply with the requirements of this
subsection shall not affect the. validity of any action taken at
a meeting.
2.6 Quorum and Adjourned Meetings. A majority of the voting
power of the corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than a majority of the voting power
entitled to vote are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time
without further notice. If a quorum is present or represented at
a reconvened meeting following such an adjournment any business
may be transacted that might have been transacted, at the
meeting as originally called. 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.
2.7 Manner of Acting. Except as may be otherwise provided
in the Nevada Business Corporation Act, if a. quorum is present,
the affirmative vote of the majority of the voting power
represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless the vote of
a greater number is required by these Bylaws, the Articles of
Incorporation or the Nevada Business Corporation Act.
2.8 Voting of Shares. Except as otherwise provided in these
Bylaws or to the extent voting rights of shares of-any class or
classes are limited or denied by the Articles of Incorporation,
on each matter submitted to a vote at a meeting of shareholders,
each shareholder shall have one vote for each share of stock
registered in his name in the books of the corporation. Voting
by ballot shall not be required for any corporate action except
as otherwise provided by Nevada law.
2.9 Fixing of Record Date for Determining Shareholders. 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
distribution, or in order to make a determination of
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shareholders for any other purpose, the Board may fix in advance
a date as the record date for any such determination. Such
record date shall not be more than sixty days, and in case of a
meeting of shareholders, not less than ten days prior to the
date on which the particular action requiring such determination
is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting or
to receive payment of a distribution, the date and hour on which
the notice of meeting is-mailed or on which the resolution of
the Board declaring such distribution is adopted, as the case
may be, shall be the record date and time for such
determination. Such determination shall apply to any adjournment
of the meeting.
2.10 Proxies. A shareholder may vote either in person or by
written proxy executed by the shareholder or his duly authorized
attorney-in-fact. Such shall be filed with the Secretary of the
corporation proxy before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution
unless otherwise provided in the proxy. Any proxy regular on its face
shall be presumed to be valid.
2.11 Waiver of Notice. A waiver of any required shareholder
notice signed either before or after the time stated therein for the
meeting by the person or persons entitled to such notice shall be
equivalent to giving notice.
2.12 Voting for Directors. Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of
record shall have the right at every shareholders' meeting to one (1)
vote for every share standing in his/her name on the books of the
Corporation, and the affirmative vote of a majority of the shares
represented at a meeting and entitled to vote thereat shall be
necessary for the adoption of a motion or for the determination of
all questions and business which shall come before the meeting.
2.13 Action by Shareholders Without a Meeting. Any action
required or which may be taken .at a shareholders meeting may be
taken without a meeting if a written consent setting forth the action
so taken is signed by the holders of a majority of the voting power
of the Corporation entitled to vote with respect to the subject
matter thereof. Such consent shall be inserted in the minute book as
if it were the minutes of a meeting of the shareholders. In no
instance where action by written consent is authorized need a meeting
be called or noticed.
2.14 Action of Shareholders by Communication Equipment.
Shareholders may participate in shareholders meetings by means of
conference telephone or similar communication equipment by means of
which all persons anticipating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence
in person at a meeting.
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2.15 Conduct of Meeting. Meetings of the shareholders shall be
presided over by one of the following officers in the order of
seniority and if present and acting: The 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
shareholders. 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.
2.16 Inspectors and Judges. The Board of Directors in advance of
am, meeting may, but need not, appoint one or more inspectors of
election or judges of the vote, as the case may be, to act at the
meeting or any adjournment thereof. If any inspector or inspectors,
or judge or judges, are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. or judges.
In case any person who may be appointed as an inspector or judge.
fails to, appear or act, the vacancy may be filled by appointment
made by the directors in advances of the meeting, or at the meeting
by the person presiding thereat. The inspectors or judges, 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 and consents, hear and
determine all challenges and questions arising in connection with the
right to vote, count and tabulate votes, ballots and consents,
determine result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the
person presiding at the meeting, the inspector or inspectors or
judge, or judges, if any, shall make a report in writing of any
challenge, question or matter determined by him or them, and execute
a certificate of any fact found by him or them.
ARTICLE 3
SHARES
3.1 Issuance of Shares. No shares of stock shall be issued
unless authorized by the Board. Such authorization shall include the
maximum number of shares to, be issued and the consideration to be
received for each share. No certificate shall be issued for any
share until consideration for such share is fully paid.
3.2 Certificates. Certificates representing shares of the
corporation shall be issued in numerical order, and each shareholder
shalt be entitled to a certificate signed by the President, or a Vice
President, and the Secretary or an Assistant Secretary, and may be
sealed with the seal of the corporation or a facsimile thereof. The
signatures signatures of such officers may be facsimiles if the
certificate is manually signed on behalf of a transfer agent, or
registered by a registrar, other than the corporation itself or an
employee of the corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate ceases to
be such officer before the certificate is issued, it may be issued by
the corporation oration with the same effect as if the person were an
officer on the date of issue.
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Each certificate of shares shall state:
a. that the corporation is organized under the laws of this
state;
b. the name of the person to whom issued; and
c. the number and class of shares and the designation of the
series, if any, which such certificate represents.
3.3 Transfers.
3.3.1 Record of Transfer. Transfer of shares shall be made
only upon the stock transfer books of the corporation which
shall be kept at the registered office of the corporation, its
principal place of business, or at the office of its transfer
agent or registrar. The Board may, by resolution, open a share
register in anyu state and may employ an agent or agents to keep
such register and to record transfers of shares therein.
3.3.2 Requirements for Transfer. Shares of the corporation
shall be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of
the certificate, an assignment separate from certificate or a
written power of attorney to sell, assign and transfer the same
signed by the holder of the certificate. No shares of the
corporation shall be transferred on the books of the corporation
until the outstanding certificates therefor have been
surrendered to the corporation.
3.4 Registered Owner.
3.4.1 Name of Shareholder. Registered shareholders shall be
treated by the corporation as holders in fact of shares standing
in their respective names and the corporation shall not be bound
to recognize, any equitable or other claim to or interest in any
share on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly
provided below or by the laws of the State of Nevada.
3.4.2 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
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so be contained in an appropriate order of the court by which
such receiver was appointed. A shareholder. whose shares arc
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.
3.4.3 Certification Procedure. The Board may adopt by
resolution a procedure whereby a shareholder may certify in
writing to the corporation that all or a portion of the shares
registered in the name of such shareholder are held for the
account of a specified person or persons. The resolution shall
set forth:
a. the classification of shareholder who may certify;
b. the purpose or purposes for which the certification may be
made;
c. the form of certification and information to be contained
therein;
d. if the certification is with respect to a record date or
closing of share transfer books, the date by which the
certification must be received by the corporation;
e. and, such other provisions with respect to the procedure as
are deemed necessary or desirable.
3.4.4 Deemed Holder of Record. Upon receipt from the
corporation of a certification complying with the procedure, the
persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the
holder of record of the number of shares specified in place of
the shareholder making the certification.
3.5 Mutilated, Lost or Destroyed Certificates. In case of any
mutilation, loss or destruction of any certificate of shares, another
may be issued in its place on proof of such mutilation, loss or
destruction. The Board may impose conditions on such, issuance and
may require the giving of a satisfactory bond or indemnity to the
corporation in such sum as the Board might determine or establish
such other procedures as the Board deems necessary.
3.6 Fractional Shares or Scrip. The corporation may: (a) issue
fractions of shares which shall entitle the holder to exercise voting
rights, to receive dividends thereon, and to participate in any
assets of the corporation in the event of liquidation; (b) arrange
for the disposition of fractional interests by those entitled
thereto, (c) pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such shares are determined;
or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon surrender
of scrip aggregating a full share.
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ARTICLE 4
BOARD OF DIRECTORS
4.1 General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of the Board, except
as may be otherwise provided in the Articles of Incorporation or the
Nevada Business Corporation Act.
4.2 Number, Tenure and Qualifications. The authorized number of
directors of the Corporation shall be not less than three (3) nor
more than seven (7). The number of directors may be increased or
decreased by A duly adopted resolution of the Board of Directors.
Each director shall serve for a term ending on the next annual
meeting following the annual meeting at which such director was
elected. The foregoing notwithstanding, each director shall serve
until his successor shall have been duly elected and qualified,
unless he shall resign, become disqualified or disabled, or shall
otherwise be removed.
4.2.1. A majority of the directors at any time in office
shall constitute a quorum for the transaction of business, and
if at any meeting of the board of directors there shall be less
than such a quorum, a majority of those present may adjourn the
meeting from time to time. Every act or decision done or made by
a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the
board of directors unless a greater number be required by law or
by this Amended bylaw.
4.2.2. A director need not be a stockholder. The election
of Directors need not be by ballot unless the Bylaws require.
4.3 Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall be filled by a majority of the remaining directors,
though less than a quorum, and directors so chosen shall hold office
for a. term expiring at the annual meeting of stockholders at which
the term of the class to Which they have been elected expires or, in
each case, until their respective successors are duly elected and
qualified. No decrease in the number of directors constituting the
Board shall shorten the term of any incumbent director. When any
director shall give notice of resignation effective at a future date,
the Board may fill such vacancy to take effect when such resignation
shall become effective.
4.4 Removal of Directors. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, any director, or
the entire Board of Directors, may be removed from office at any
time, but only by the affirmative vote of the holders of at least 66
2/3% of the voting power of all of the shares of the Corporation
entitled to vote for the election of directors.
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4.5 Annual and Regular Meetings. An annual Board meeting shall
be held without notice immediately after and at the same Place as the
annual meeting of shareholders. By resolution, the Board, or any
committee thereof, may ay specify the time and place either within or
without the State of Nevada for holding regular meetings thereof
without other notice than such resolution.
4.6 Special Meetings.. Special meetings of the Board or any
committee appointed by the Board may be, called by or at the request
of the President, the Secretary or, in the case of special Board
meetings, any two Directors and, in the case of any special meeting
of any committee appointed by the Board, by the Chairman thereof. The
person or Persons authorized to call special meetings may fix any
place either within or without the State of Nevada as the place for
holding any special Board or committee meeting called by them.
4.7 Notice of Special Meetings.. Notice of a special Board or
committee meeting stating the place, day and hour of the meeting
shall be given to a Director in writing or orally by telephone or in
person. Neither the business to be transacted at, nor the purpose of,
any special meeting need be specified in the notice of such meeting.
4.7.1 Personal Delivery. If notice is given by personal
delivery, the notice shall be effective if delivered to a
Director at least two days before the meeting.
4.7.2 Delivery by Mail. If notice is delivered by mail, the
notice shall be deemed effective if deposited in the official
government mail properly addressed to a Director at the
Director's address shown on the records of the corporation with
postage prepaid at least three days before the meeting.
4.7.3 Oral Notice. If notice is delivered orally, by
telephone or in person, the notice shall be deemed effective if
personally given to the Director at least one day before the
meeting.
4.8 Quorum and Voting.
4.8.1 Action of Board. Except as provided in subsection
4.8.3, the act of the majority of the Directors present at a
Board meeting at which there is a quorum shall be the act of the
Board, unless the vote of a greater number is required by these
Bylaws, the Articles of Incorporation or the Nevada Business
Corporation Act. The Director& present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less
than a quorum.
4.8.2 Interest in Transaction. Transaction. If a
transaction or contract with the corporation in which a Director
or officer of the corporation has a direct or indirect interest
is authorized, approved, or ratified by a vote of the majority
of Directors with no direct or indirect interest in the
transaction, then:
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a. a quorum for purposes of taking such action is
present; and
b. the act of such majority of disinterested Directors
shall constitute the act of the Board.
4.9 Waiver of Notice.
4.9.1 In Writing. Whenever notice is required to be given
to any Director or committee member under these Bylaws, the
Articles of Incorporation or the Nevada Business Corporation
Act, a waiver thereof in writing, signed by the such notice,
whether before or after the time stated person or persons
entitled to therein. shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at, nor the
purpose of, any regular or. special meeting of the Board or any
committee appointed by the Board need be specified in the waiver
of notice of such meeting.
4.9.2 By Attendance, The attendance of a Director or
committee member at a meeting shall constitute a waiver of
notice. of such meeting, except where the Director or committee
member attends a meeting for the express purpose of objecting to
the transaction or any business because the meeting is not
lawfully called or convened.
4.10 Presumption of Assent. A Director present at a Board
meeting at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he votes against
the matter, unless his dissent is entered in the minutes of the
meeting, unless he files his written dissent to such action with the
person acting as,: the secretary of the meeting before the
adjournment thereof, or unless he forwards such dissent by registered
mail to the secretary immediately after adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
4.11 Resignation. Any Director may resign at any time by
delivering written notice to the President, Secretary or registered
office of the corporation, or by giving oral notice at any Directors
or shareholders meeting.
4.12 Executive and Other Committees. The Board, by resolution
adopted by a majority of the full Board, may designate front among
its members an Executive Committee and one or more other standing or
special committees. The Executive Committee shall have and may
exercise all the authority of the Board, and other standing or
special committees may be invested, with such powers, subject to such
conditions, as the Board shall see fit; provided that notwithstanding
the above-, no committee of the Board shall have the authority to:
(1) authorize distributions, or the issuance of shares, unless a
resolution of the Board, or the Bylaws or the Articles of
Incorporation expressly so provide; (2) approve or recommend to
shareholders actions or proposals required by the Nevada Business
<PAGE> 56
Corporation at to be approved by shareholders; (3) fill vacancies on
the Board or any committee thereof; (4) amend the Bylaws; (5) fix
compensation of any Director for serving on the Board or on any
committee thereof; (6) approve a plan of merger, consolidation or
exchange of shares not requiring shareholder approval; (7) appoint
other committees of the Board or the members thereof; or (8) amend
the Articles of Incorporation, except that a committee may, to the
extent authorized in the resolution or resolutions providing for the
issuance of shares adopted by the Board, fix any of the relative
rights and preferences of shares of any preferred or special class as
permitted under the Nevada Business Corporation Act. All committees
so appointed shall keep regular minutes of their meetings and shall
cause them to be recorded in books kept for that purpose in the
office of the corporation. The designation of any such committee and
the delegation of authority thereto shall not relieve the Board, or
any member thereof, of any responsibility imposed by law.
4.13 Compensation The Board of Directors, by affirmative vote
of a majority of the Directors then in office, and irrespective of
any personal interest of any of its members, may establish reasonable
compensation for their services as Directors and such reimbursement
for any reasonable expenses incurred in attending Directors'
meetings. The compensation of Directors may be on such basis as is
determined by the Board of Directors. The Board. of Directors may
also establish compensation for members of standing or special
committees of the Board for serving on such committees.
4.14 Action by Board or Committee Without a Meeting. Any action
required or which may be taken at a meeting of the Board or a
committee thereof may be taken without a meeting if a consent in
writing, setting forth the action so taken or to be taken, shall be
signed by all Directors or committee members as the case may be.
4.15 Participation of Directors by. Communication Equipment.
Members of the Board or committees thereof may participate ate in a
meeting committee by means of conference telephone participate
meeting of the, Board or a or similar communication equipment
allowing all persons, participating in the meeting to hear each other
at the same time. Participation by such means shall constitute
presence in person at a meeting.
ARTICLE 5
OFFICERS
5.1 Designations. The officers of corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected
by the Board. One or more Vice Presidents and such other officers and
assistant officers, inky be elected or appointed by the Board, such
officers and assistant officers to hold office for such period, have
such authority and perform such duties as are provided in these
Bylaws or as may be provided by resolution of the Board. Any officer
May be assigned by the Board any additional title that the Board
deems appropriate. The Board may delegate. to any officer or agent
the power to appoint any such subordinate officers or agents And to
<PAGE> 57
prescribe their respective terms of office, authority and duties. Any
two or more offices may be held by the same person, except the
offices of President and Secretary; provided, however, that if there
is only one shareholder, all corporate offices can be held by one
individual.
5.2 Election and Term of Office. The officers of the corporation
shall be elected annually by the Board at the meeting of the Board
held after the annual meeting of the shareholders. If the election of
officers is not held, at such meeting, such election shall be held
as soon thereafter as a Board meeting conveniently may be held Unless
an officer dies, resigns or is removed from office, the officer shall
hold office until the next annual meeting of the Board or until his
or her successor is elected.
5.3 President. The President shall be the Chief Executive
Officer of the corporation and shall have general control and
management of the business affairs and policies of the corporation.
He or she shall be generally responsible for the proper conduct of
the business of the corporation. The President shall possess the
power to sign all certificates, contracts and other instruments of
the corporation. The President shall, unless a Chairman of the Board
is elected; preside at all meetings of the shareholders and of the
Board.. The President shall have such other powers and perform such
other duties as from time to time may be conferred or imposed upon
the President by the Board of Directors.
5.4 Vice President. During the absence or disability of the
President, the Executive Vice Presidents, if any, and the Vice
Presidents, if any, in the order designated by the Board, shall
exercise all functions of the President. Each Vice President shall
have such powers and discharge such duties as may be assigned to him
from time to time by the President or the Board.
5.5 Secretary and Assistant Secretaries. The Secretary shall
issue notices for all meetings, except notices for special
shareholders meetings and special Directors meetings called by those
persons so authorized, shalt keep minutes of all meetings, shall have
charge of the seal and. the corporate books, and shall -make such
reports and perform such other duties as are incident to such office
or as are properly required of the Secretary by the Board. The
Assistant Secretary, or Assistant Secretaries in the order designated
by the Board, shall perform all duties of Secretary during the
absence or disability of the Secretary, and at other times shall
perform such duties as are directed by the President or the Board.
5.6 Treasurer, The Treasurer shall have the custody of all
monies and securities of the corporation and shall keep regular books
of account. The Treasurer shall disburse the funds of the corporation
in payment of the just demands against the corporation or as may be
ordered by the Board, taking proper vouchers for such disbursements,
and shall render to, the Board, from time to time as may be required
of the Treasurer, an account of all transactions as Treasurer and of
the corporation's financial condition. The Treasurer shall perform
<PAGE> 58
other duties incident to his office as are properly required of him
by the Board. The Assistant Treasurer, or Assistant Treasurers in the
order designated by the Board, shall perform all duties of Treasurer
in the absence or disability of the Treasurer, and at other tines
shall perform such other duties as are directed by the President or
the Board.
5.7 Delegation. In the case of absence or inability to act of
any officer of the corporation and, of any person herein authorized.
to act in the place of such person, the Board may from time to time
delegate the powers or duties of such officer to any other officer,
Director or person whom it may select.
5.8 Other Officers. The Board may appoint such other officers
and agents as it shall deem necessary or expedient, who shall hold
offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.
5.9 Resignation. Any officer may resign at any time by
delivering written notice to the President, a Vice President, the
Secretary, or the Board, or by giving oral notice at any meeting of
the Board. Any such resignation shall take effect at the time
specified therein, or if time-is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
5.10 Removal. Any officer or agent elected or appointed by the
Board may be removed by the Board whenever in its judgment the best
interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed.
5.11 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office or
any other cause may be filled by the Board for the unexpired portion
of the term or for a new term established by the Board.
5.12 Salaries. The salaries of the officers shall be fixed from
time to time by the Board or by any person or persons to whom the
Board has delegated such authority. No officer shall be prevented
from receiving such salary because he or she is also a Director of
the corporation.
ARTICLE 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 Contracts. The Board may authorize any officer or officers,
or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances.
6.2 Loans to the Corporation. 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.
Such authority may be general or confined to specific instances.
<PAGE> 59
6.3 Loans to Directors. The corporation may not lend money to or
guarantee the obligation of a Director unless either (a) the loan or
guarantee is approved. by the holders of at least a majority of the
votes represented by the outstanding shares of all classes entitled
to vote thereon, excluding the votes of the benefited Director or,
(b) the Board determines that the loan or guarantee benefits the
corporation and either approves the specific loan or guarantee or a
general plan authorizing loans and guarantees.
6.4 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, or agent or agents, of the corporation and in such manner
as is from time to time determined by resolution of the Board.
6.5 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 may select.
ARTICLE 7
INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.1 Nonderivative Lawsuits. This Corporation does hereby
indemnify any person who was or is a. party or. is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the Corporation, by reason of
the fact that he is or was a director, officer, employee or agent of
this Corporation, or is or was serving at the re request of this
Corporation as director, officer, employee or agent of another
corporation, against expenses, including attorneys' fees, judgment,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with
respect to a criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit, or proceeding by judgment,. order, settlement, conviction or
upon a plea of nolo contendere or its equivalent does not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to believe his
conduct was unlawful.
7.2 Derivative Actions. The Corporation does hereby indemnify
any person who was or is a party or is threatened to be made a party
to am, threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or
agent of this Corporation, or is or was serving at the request of
this Corporation as a director, trustee, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
<PAGE> 60
enterprise, against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the actions or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the, best interests of the Corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to this Corporation or for amounts paid in settlement to this
Corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper..
7.3 If Director or Officer Prevails. To the extent that a
director, trustee, officer, employee or agent of the Corporation has
been successful on the merits or otherwise, in defense of any action,
suit or proceeding referred to in Sections 7.1 and 7.2 of this
Article 7, or in defense of any claim, issue or matter therein, he
must be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense.
7.4 Approval. Any indemnification under Sections 7.1 and 7.2 of
this Article 7. unless ordered by a Court, or advanced pursuant to
section 7.5 herein, must be made by the Corporation only as
authorized in the specific case upon a determination that the
indemnification of the director, trustee, officer, employee or agent
is proper in the circumstances. Such determination shall be made
(a) by the stockholders; or
(b) by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to such act,
suit or proceeding; or
(c) if a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding, so orders,
by independent legal counsel in a written opinion: or
(d) if a quorum consisting of directors who were not parties to
the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
7.5 Advances. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding shall be
paid by this Corporation, as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of the director, trustee, officer,
employee. or agent, to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by this Corporation. The provisions -of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.
<PAGE> 61
7.6 Non-Exclusivity. The indemnification and advancement of
expenses authorized in or ordered by a court pursuant to this Article
7:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the Articles of Incorporation or any Bylaw,
agreement, vote of shareholders or disinterested directors
or otherwise, for either an action in his official capacity
or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court
pursuant to section 7.2 above, may not be made to or on
behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or knowing violation of the law and was
material to the cause of action.
(b) Continues for a person who has ceased to be a director,
trustee, officer, employee or agent and inures to the
benefit of the heirs, spouses, executors, and
administrators of such a person.
ARTICLE 8
BOOKS AND RECORDS
8.1 Books of Accounts, Minutes, and Share Registrar. The
corporation shall keep complete books and records of accounts and
minutes of the proceedings of the Board and shareholders and shall
keep at its registered office, principal place of business, or at the
office of its transfer agent or registrar a share register giving the
names of the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by each.
8.2 Copies of Resolutions. Any person dealing with the
corporation may rely upon a copy of any of the records of the
proceedings, resolutions, or votes of the Board or shareholders, when
certified by the President or Secretary.
ARTICLE 9
CORPORATE SEAL
The Board may provide for a corporate seal which shall have
inscribed thereon the name of the corporation, the year and state of
incorporation and the words "corporate seal".
ARTICLE 10
ACCOUNTING FISCAL YEAR
The accounting year of the corporation shall be the calendar
year unless a different accounting year is selected by resolution of
the Board.
<PAGE> 62
ARTICLE 11
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors. The shareholders may also
alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws
made by the Board of Directors may be amended, repealed, altered or
modified by the shareholders.
ARTICLE 11
FISCAL YEAR
The Fiscal year of the Corporation shall be set by resolution of
the Board of Directors.
ARTICLE 12
RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules
of Order, Newly Revised, shall govern all meetings of shareholders
and Directors where those rules are not inconsistent with the
Articles of Incorporation, Bylaws, or special rules of order of the
Corporation.
ARTICLE 13
REIMBURSEMENT OF DISALLOWED EXPENSES
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole or
in part as a deductible expense of the Corporation for Federal Income
Tax purposes, the employee shall reimburse the Corporation, upon
notice and demand, to the Rill extent of the disallowance. This
legally enforceable obligation is in accordance with the provisions
of Revenue Ruling 09-115, 1969-1 C.B. 50, and is for the purpose of
entitling such employee to a business. expense deduction for the
taxable year in which the repayment is made to the Corporation. In
this manner, the Corporation shall be protected from having to bear
the entire burden of disallowed expense items.
AFFIDAVIT
)
)
)
I, _____________________, being first duly sworn on oath,
depose and say:
I am the Secretary of GEM INTERNATIONAL INC., a Nevada
corporation. On ______________, 1999 the attached Bylaws consisting
of 13 pages were adopted by Corporation.
/s/ illegible
Secretary
