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EXHIBIT 3(ii)
BY-LAWS OF SWISSJET INC.
ARTICLE I. MEETING OF SHAREHOLDERS
Section 1. Annual Meeting. The annual shareholder meeting of the above
named corporation will be held on the 15th day of May, of each year or at such
other time and place as designated by the Board of Directors of the above named
corporation provided that if said day falls on a Sunday or legal holiday, then
the meeting will be held on the first business day thereafter. Business
transacted at said meeting will include the election of directors of the above
named corporation.
Section 2. Special Meetings. Special meetings of the shareholders will
be held when directed by the President, Board of Directors, or the holders of
not less than 10 percent of all the shares entitled to be cast on any issue
proposed to be considered at the proposed special meeting; provided that said
persons sign, date and deliver to the above named corporation one or more
written demands for the meeting describing the purposes for which it is to be
held. A meeting requested by shareholders of the above named corporation will be
called for a date not less than 10 nor more than 60 days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting will be issued by the Secretary, unless the President,
Board of Directors or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders will be held at the
principal place of business of the above named corporation or at such other
place as is designated by the Board of Directors.
Section 4. Record Date and List of Shareholders. The Board of Directors
of the above named corporation shall fix the record date; however, in no event
may a record date fixed by the Board of Directors be a date prior to the date on
which the resolution fixing the record date is adopted.
After fixing a record date for a meeting, the Secretary shall prepare
an alphabetical list of the names of all the above named corporation's
shareholders who are entitled to notice of shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any, of
shares held by each. Said list shall be available for inspection in accordance
with Florida Law.
Section 5. Notice. Written notice stating the place, day and hour of
the meeting, and the purpose(s) for which said special meeting is called, will
be delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of the above named corporation, with postage thereon prepaid.
The above named corporation shall notify each shareholder, entitled to
a vote at eh meeting, of the date, time and place of each annual and special
shareholder, entitled to a vote at the meeting, of the date, time and place of
each annual and special shareholders' meeting no fewer than 10 or more than 60
days before the meeting date. Notice of a special meeting shall describe the
purpose(s) for which the meeting is called. A shareholder may waive any notice
required hereunder either before or after the date and time stated in the
notice; however, the waiver must be in writing signed by the shareholder
entitled to the notice and be
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delivered to the above named corporation for inclusion in the minutes or filing
in the corporate records. A shareholder may only raise matters at the meeting of
shareholders, if written notice of each matter was delivered in writing to the
President, either personally or by first class mail, return receipt, not less
than 10 days prior to the shareholder meeting.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it will not be necessary to give any notice of the
adjourned meeting provided that the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At
such an adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, a new record date
for the adjourned meeting is made or is required, then, a notice of the
adjourned meeting will be given on the new record date as provided in this
Article to each shareholder of record entitled to notice of such meeting.
Section 7. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum at
a meeting of shareholders.
If a quorum, as herein defined, is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter thereof will be the act of the shareholders unless otherwise
provided by law.
Section 8. Voting of Shares. Each outstanding share will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 9. Proxies. A shareholder may vote either in person or by proxy
provided that any and all proxies are executed in writing by the shareholder or
his duly authorized attorney-in-fact. No proxy will be valid after the duration
of 11 months from the date thereof unless otherwise provided in the proxy.
Section 10. Action by Shareholders Without a Meeting. Any action
required or permitted by law, these bylaws, or the Articles of Incorporation of
the above named corporation to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, provided that the action is taken by the holders of outstanding stock of
each voting group entitled to vote thereon having not less than the minimum
number of votes with respect to each voting group that would be necessary to
authorize or take such action at a meeting at which all voting groups and shares
entitled to vote thereon were present and voted, as provided by law. The
foregoing action(s) shall be evidenced by written consents describing the action
taken, dated and signed by approving shareholders having the requisite number of
votes of each voting group entitle to vote thereon and delivered to the above
named corporation in accordance with Florida Law. Within 10 days after obtaining
such authorization by written consent, notice shall be given to those
shareholders who have not consented in writing or who are not entitled to vote.
Said notice shall fairly summarize the material features of the authorized
action and if the action requires the providing of dissenters' rights, said
notice will comply with the disclosure requirements pertaining to dissenters'
rights of Florida Law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers, business, and affairs will
be exercised, managed and directed under the authority of the Board of
Directors.
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Section 2. Qualification. Directors must be natural persons of 18 years
of age or older but need not be residents of this state and need not be
shareholders of the above named corporation.
Section 3. Compensation. The Board of Directors will have authority to
fix the compensation for directors of the above named corporation.
Section 4. Presumption of Assent. A director of the above named
corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter taken will be presumed to have assented to the
action taken unless such director votes against such action or abstains from
voting in respect thereto because of an asserted conflict of interest.
Section 5. Number. The above named corporation will have five (5)
directors.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until said directors will have been qualified and elected at the first annual
meeting of shareholders, or until said directors earlier resignation, removal
from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders will elect directors to hold office for staggered
terms until the end of their designated term at the next annual meeting. Each
director will hold office for a term for which said director is elected until
said director's successor will have been qualified and elected, said director's
prior resignation, said director's removal from office or said director's death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors
will be filled by the affirmative vote of a majority of the shareholders or of
the remaining directors even though less than a quorum of the Board of
Directors. A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.
Section 8. Removal and Resignation of Directors. At a meeting of
shareholders called expressly for that purpose, any director or the entire Board
of Directors may be removed, with or without cause, by a vote of the holders of
a majority of the shares then entitled to vote at an election of directors.
A director may resign at any time by delivering written notice to the
Board of Directors or its chairman or to the above named corporation by and
through one of its officers. Such a resignation is effective when the notice is
delivered unless a later effective date is specified in said notice.
Section 9. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The act of a majority of the directors present at a meeting at which a quorum is
present will be the act of the Board of Directors.
Section 10. Executive and Other Committees. A resolution, adopted by a
majority of the full Board of Directors, may designated from among its members
an executive committee and/or other committee(s) which will have and may
exercise all the authority of the Board of Directors to the extent provided in
such resolution, except as is provided by law. Each committee must have two or
more members who serve at the pleasure of the Board of Directors. The board may,
by resolution adopted by a majority of the full Board of Directors, designate
one or more directors as alternate members of any such committee who may act in
the place and instead of any absent member or members of any meeting of such
committee.
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Section 11. Place of Meeting. Special or regular meetings of the Board
of Directors will be held within or without the State of Florida.
Section 12. Notice, Time and Call of Meetings. Regular meetings of the
Board of Directors will be held without notice on such dates as are designated
by the Board of Directors. Written notice of the time and place of special
meetings of the Board of Directors will be given to each director by either
personal delivery, telegram or cablegram at least two (2) days before the
meeting or by notice mailed to the director at least five (5) days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting will constitute a waiver of such meeting
and waiver of any and all objections to the place of the meeting, the time of
the meeting, or the manner in which it has been called or convened, except when
a director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted nor the purpose of, regular or
special meetings of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting will be given to the directors who were not
present at the time of the adjournment.
Meetings of the Board of Directors may be called by the Chairman of the
Board, the President of the above named corporation or any director.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action to be so taken, signed
by all the directors, or all the members of the committee, as the case may be,
is filled in the minutes of the proceedings of the board or of the committee.
Such consent will have the same effect as a unanimous vote.
Section 14. Anti-Takeover Provisions. The company is authorized to
issue shares of Preferred Stock in one or more series, and to designate the
rights, preferences, limitations, restrictions of and upon shares of each
series, including voting, redemption and conversion rights. The Board of
Directors may also designate dividend rights and preferences in liquidation. It
is not possible to state the effect of the authorization and issuance of any
series of Preferred Stock upon the rights of holders of Common Stock until the
Board of Directors determines the specific terms, rights and preferences of such
a series of Preferred Stock. However, such effects might include, among other
things, restricting dividends on the Common Stock, diluting the voting power of
the Common Stock or impairing the liquidation rights of such shares without
further action by holders of Common Stock.
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ARTICLE III. OFFICERS
Section 1. Officers. The officers of the above named corporation will
consist of a president, a vice president, a secretary and a treasurer, each of
whom will be elected by the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person.
Section 2. Duties. The officers of the above named corporation will
have the following duties:
The President will be the chief executive officer of the above named
corporation, who generally and actively manages the business and affairs of the
above named corporation subject to the directions of the Board of Directors.
Said officer will preside at all meetings of the shareholders and Board of
Directors.
The Vice President will, in the event of the absence or inability of
the President to exercise his office become acting president of the organization
with all the rights, privileges and powers as if said person had been duly
elected president.
The Secretary will have custody of, and maintain all of the corporate
records except the financial records. Furthermore, said person will record the
minutes of all meetings of the shareholders and Board of Directors, send all
notices of meetings and perform such other duties as may be prescribed by the
Board of Directors or the President. Furthermore, said officer shall be
responsible for authenticating records of the above named corporation.
The Treasurer shall retain custody of all corporate funds and financial
records, maintain full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meeting of shareholders and whenever else
required by the Board of Directors or the President, and perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal and Resignation of Officers. An officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in the Board's judgment the best interests of the above named
corporation will be served thereby.
Any officer may resign at any time by delivering notice to the above
named corporation. Said resignation is effective upon delivery unless the notice
specifies a later effective date.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of share(s) in the above named
corporation will be entitled to have a certificate representing all share(s) to
which he is holder. No certificate representing share(s) will be issued until
such share(s) is/are fully paid.
Section 2. Form. Certificates representing share(s) in the above named
corporation will be signed by the President or Vice President and the Secretary
or an Assistant Secretary will be sealed with the seal of the above named
corporation.
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Section 3. Transfer of Stock. The above named corporation will register
a stock certificate presented for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized agent.
Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder
claims that a stock certificate representing shares issued and recorded by the
above named corporation has been lost or destroyed, a new certificate will be
issued to said shareholder provided that said shareholder presents an affidavit
claiming the certificate of stock to be lost, stolen or destroyed. At the
discretion of the Board of Directors, said shareholder may be required to
deposit a bond or other indemnity in such amount and with such sureties, if any,
as the board may require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. The above named corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the above
named corporation. Furthermore, the above named corporation shall maintain
accurate accounting records. Furthermore, the above named corporation shall
maintain the following:
(i) A record of its shareholders in a form that permits preparation of a list of
the names and addresses of al shareholders in alphabetical order by class of
shares showing the number and series of shares held by each;
(ii) The above named corporation's Articles or Restated Articles of
Incorporation and all amendments thereto currently in effect;
(iii) The above named corporation's Bylaws or Restated Bylaws and all amendments
thereto currently in effect;
(iv) Resolutions adopted by the Board of Directors creating one or more classes
or series of shares and fixing their relative rights, preferences and
limitations if shares issued pursuant to those resolutions are outstanding;
(v) The minutes of all shareholders' meetings and records of all actions taken
by shareholders without a meeting for the past 3 years;
(vi) Written communications to all shareholders generally or all shareholders of
a class or series within the past 3 years including the financial statements
furnished for the past 3 years to shareholders as may be required under Florida
Law;
(vii) A list of the names and business street addresses of the above named
corporation's current directors and officers; and
(viii) A copy of the above named corporation's most recent annual report
delivered to the Department of State.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form.
Section 2. Shareholder's Inspection Rights. A shareholder of the above
named corporation (including a beneficial owner whose shares are held in a
voting trust or a nominee on behalf of a beneficial owner) may inspect and copy,
during regular business hours at the above named corporation's principal office,
any of the corporate records required to be kept pursuant to Section 1, of this
Article of
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these Bylaws, if said shareholder gives the above named corporation written
notice of such demand at least 5 business days before the date on which the
shareholder wishes to inspect and copy. The foregoing right of inspection is
subject however to such other restrictions as are applicable under Florida Law,
including, but not limited to, the inspection of certain records being permitted
only if the demand for inspection is made in good faith and for a proper purpose
(as well as the shareholder describing with reasonable particularity the purpose
and records desired to be inspected and such records are directly connected with
the purpose).
Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, the above named
corporation shall furnish the shareholders annual financial statements which may
be consolidated or combined statements of the above named corporation and one or
more of its subsidiaries as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flow for that year. If financial statements are prepared on the basis of
generally accepted accounting principles, the annual financial statement must
also be prepared on that basis. If the annual financial statements are reported
on by a public accountant said accountant's report shall accompany said
statements. If said annual financial statements are not reported on by a public
accountant, then the statements shall be accompanied by a statement of the
president or the person responsible for the above named corporation's accounting
records (a) stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and if not, describing
the basis of preparation; and (b) describing any respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year. The annual financial statements
shall be mailed to each shareholder of the above named corporation within 120
days after the close of each fiscal year or within such additional time as is
reasonably necessary to enable the above named corporation's control, said
annual financial statement cannot be prepared within the prescribed period.
Section 4. Other Reports to Shareholders. The above named corporation
shall report any indemnification or advanced expenses to any director, officer,
employee, or agent (for indemnification relating to litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting, if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.
Additionally, if the corporation issues or authorizes the issuance of
shares for promises to render services in the future, the above named
corporation shall report in writing to the shareholders the number of shares
authorized or issued and the consideration received by the above named
corporation, with or before the notice of the next shareholders' meeting.
ARTICLE VI. DIVIDENDS
The Board of Directors of the above named corporation may, from time to
time declare dividends on its shares in cash, property or its own shares, except
when the above named corporation is insolvent or when the payment thereof would
render the above named corporation insolvent, subject to Florida Law.
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ARTICLE VII. CORPORATE SEAL
The Board of Directors will provide a corporate seal which will be in
circular form embossing in nature and stating "Corporate Seal," "Florida," year
of incorporation and name of said corporation.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and altered, amended
or new Bylaws may be adopted by a vote of at least 66 2/3 of the Shareholders.
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