Exhibit 2
BY LAWS
OF
HEAVENSENT BEARS, INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established and
maintained as designated in the Articles of Incorporation. The
corporation may also have offices at such places within or without the
State of Florida as the Board of Directors (hereinafter, "Board") may
from time to time establish.
ARTICLE 11 -
STOCKHOLDERS
1. PLACE OF MEETINGS. Meetings of the Stockholders shall be
held at the principal office of the corporation or at such place within or
without the State of Florida as the Board shall authorize.
2. ANNUAL MEETING. The annual meeting of Stockholders shall be
held within six months of the first Monday of each year in the month
which this Corporation's initial Articles of Incorporation were first filed
with the Secretary of State; however, if such day falls on a legal
holiday, then on the next business day following at the same time, the
Stockholders shall elect a Board and transact such other business as
may properly come before the meeting.
3. SPECIAL MEETINGS, Special meetings of the Stockholders may
be called by the Board or by the President or at the written request of
Stockholders owning a majority of the stock entitled to vote at such
meeting. A meeting requested by the Stockholders shall be called for
a date not less than ten nor more than sixty days after a request is
made. The Secretary shall issue the call for the meeting unless the
President, the Board or the Stockholders shall designate another to
make said call.
4. NOTICE OF MEETINGS. Written Notice of each meeting of
Stockholders shall state the purpose of the meeting and the time and
place of the meeting. Notice shall be mailed to each Stockholder
having the right and entitled to vote at such meetings, at his last
address as it appears on the records of the corporation, not less than
ten nor more than sixty days before the date set for such meeting.
Such notice shall be sufficient for the meeting and any adjournment
thereof. If any Stockholder shall transfer his stock after notice, it shall
not be necessary to notify the transferee. Any Stockholder may waive
notice of any meeting either before, during or after the meeting.
5. RECORD DATE. The Board may fix a record date not more than
forty days prior to the date set for a meeting of Stockholders as the
date of which the Stockholders of record who have the right to and
are entitled to notice of and to vote at such meeting and any
adjournment thereof shall be determined. Notice that such date has
been fixed may be published in the city, town or county where the
principal office of the corporation is located and in each city or town
where a transfer agent of the stock of the corporation is located.
6. VOTING. Every Stockholder shall be entitled at each meeting and
upon each proposal presented at each meeting to one vote for each
share of voting stock recorded in his name on the books of the
corporation on the record date as fixed by the Board. If no record
date was fixed, on the date of the meeting the book of records of
Stockholders shall be produced at the meeting upon the request of
any Stockholder. Upon demand of any Stockholder, the vote for
Directors and the vote upon any question before the meeting, shall be
by ballot. All elections for Directors shall be decided by plurality vote;
all other questions shall be decided by majority vote.
7. QUORUM. The presence, in person or by proxy, of Stockholders
holding a majority of the stock of the corporation entitled to vote shall
constitute a quorum at all meetings of the Stockholders. In case a
quorum shall not be present at any meeting, a majority in interest of
the Stockholders entitled to vote thereat present in person or by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any
such adjourned meeting at which the requisite amount of stock
entitled to vote be represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed; but only those Stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or
adjournments thereof.
8. PROXIES. At any Stockholders' meeting or any adjournment
thereof, any Stockholder of record having the right and entitled to
vote thereat may be represented and vote by proxy appointed in a
written instrument. No such proxy shall be voted after three years
from the date of the instrument unless the instrument provides for a
longer period. In the event that any such instrument provides for two
or more persons to act as proxies, a majority of such persons present
at the meeting, or if only one be present, that one, shall have all the
powers conferred by the instrument upon all persons so designated
unless the instrument shall otherwise provide.
9. STOCKHOLDER LIST. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all its
Stockholders who are entitled to notice of a Stockholders' meeting.
Such list shall be arranged by voting group with the names and
addresses of, and the number and class and series if any, of shares
held by each. This list shall be available for inspection by any
Stockholder for a period of ten days prior to the meeting.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS. The business of the corporation shall
be managed and its corporate powers exercised by a Board each of
whom shall be of full age. It shall not be necessary for Directors to be
Stockholders. The number of Director(s) shall be determined by the
Stockholders at their annual meeting.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be
elected at the annual meeting of Stockholders and each Director
elected shall hold office until his successor has been elected and
qualified, or until the Directors prior resignation or removal.
3. VACANCIES. If the office of any Director, member of a committee
or other office becomes vacant the remaining Directors in office, by a
majority vote, may appoint any qualified person to fill such vacancy,
who shall hold office for the unexpired term and until a successor
shall be duly chosen.
4. REMOVAL OF DIRECTORS Any or all of the Directors may be
removed with or without cause by vote of a majority of all the stock
outstanding and entitled to vote at a special meeting of Stockholders
called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS The number of Directors
may be increased by amendment of these By-laws by the affirmative
vote of a majority of the Directors, though less than a quorum, or, by
the affirmative vote of a majority in interest of the Stockholders, at the
annual meeting or at a special meeting called for that purpose, and
by like vote the additional Directors may be chosen at such meeting
to hold office until the next annual election and until their successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation.
Unless otherwise specified in the notice, the resignation shall take
effect upon receipt thereof by the Board or such officer, and the
acceptance of the resignation shall not be necessary to make it
effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall
constitute a quorum for the transaction of business. If at any meeting
of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting until a quorum is obtained
and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS The Board may hold
its meetings at the office of the corporation or at such other places
either within or without the State of Florida as it may from time to time
determine.
9. REGULAR ANNUAL MEETING A regular meeting of the Board
shall be held immediately following the annual meeting of the
Stockholders at the place of such annual meeting of Stockholders.
10. NOTICE OF MEETINGS OF THE BOARD Regular meetings of
the Board may be held without notice at such time and place as it
shall from time to time determine. Special meetings of the Board shall
be held upon notice to the Directors and may be called by the
President upon three days notice to each Director either personally or
by mail or by wire or by facsimile; special meetings shall be called by
the President or by the Secretary in a like manner on written request
by two Directors. Notice of a meeting need not be given to any
Director who submits a Waiver of Notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or
at its commencement, the lack of notice to him.
11. EXECUTIVE AND OTHER COMMITTEES The Board, by
resolution, may designate two or more of their number to one or more
committees, which, to the extent provided in said resolution or these
Bylaws may exercise the powers of the Board in the management of
the business of the corporation.
12. COMPENSATION. No compensation shall be paid to Directors,
as such for their services, but by resolution of the Board a fixed sum
and expenses for actual attendance, at each regular or special
meeting of the Board may be authorized. Nothing herein contained
shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. OFFICERS, ELECTION AND TERM.
1.1 The Board may elect or appoint a Chairman, a President, one
or more Vice-Presidents,a Secretary, an Assistant Secretary,
a Treasurer and an Assistant Treasurer and suchother officers as it may
determine who shall have duties and powers as hereinafter provided.
1.2 All officers shall be elected or appointed
to hold office until the meeting of the Board following the next
annual meeting of Stockholders and until their successors have
been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC..
2.1 Any officer elected or appointed by the Board may
be removed by the Board with or
without cause.
2.2 In the event of the death, resignation or removal of
an officer, the Board in its discretion may elect or
appoint a successor to fill the unexpired term.
2.3 Any two or more offices may be held by the same
person.
2.4 The salaries of all officers shall be fixed by the
Board.
2.5 The Directors may require any officer to give
security for the faithful performance of his duties.
3. CHAIRMAN. The Chairman of the Board, if one be elected,
shall preside at all meetings of the Board and shall have and
perform such other duties from time to time as may be assigned to
him by the Board or the executive committee.
4. PRESIDENT. The President may be the chief executive officer
of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of the
President of the corporation. The President shall preside at all
meetings of the Stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board, at all
meetings of the Board, and shall have general supervision
direction and control of the business of the corporation. Except as
the Board shall authorize the execution thereof in some other
manner, the President shall execute bonds, mortgages and other
contracts in behalf of the corporation and shall cause the seal to
be affixed to any instrument requiring it and when so affixed, the
seal shall be attested by the signature of the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.
5. VICE PRESIDENTS. During the absence or disability of the
President, the Vice-President, or if there be more than one, the
executive Vice-President, shall have all the powers and functions
of the President. Each Vice-President shall perform such other
duties as the Board shall prescribe.
6. SECRETARY. The Secretary shall attend all meetings of the
Board and of the Stockholders, record all votes and minutes of all
proceedings in a book to kept for that purpose, give or cause to be
given notice of all meetings of Stockholders and of meetings and
special meetings of the Board, keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by the
Board or the President, when required, prepare or cause to be
prepared and available at each meeting of Stockholders a certified
list in alphabetical order of the names of Stockholders entitled to
vote thereat, indicating the number of shares of each respective
class held by each, keep all the documents and records of the
corporation as required by law or otherwise in a proper and safe
manner, and perform such other duties as may be prescribed by
the Board or assigned by the President.
7. ASSISTANT SECRETARIES. During the absence or disability
of the Secretary, the AssistantSecretary, or if there are more than
one, the one so designated by the Secretary or by the Board, shall
have all the powers and functions of the Secretary.
8. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities, keep full and accurate accounts of
receipts and disbursements in the corporate books, deposit all money
and other valuables in the name and to the credit of the corporation in
such depositories as may be designated by the Board, disburse the
funds of the corporation as may be ordered or authorized by the
Board and preserve proper vouchers for such disbursements, render
to the President and Board at the regular meetings of the Board, or
whenever they require it, an account of all the transactions made as
Treasurer and of the financial condition of the corporation. The
Treasurer shall also render a full financial report at the annual
meeting of the Stockholders if so requested. The Treasurer may
request and shall be furnished by all corporate officers and agents
with such reports and statements as he may require as to all financial
transactions of the corporation, and perform such other duties as are
designated by these By-laws or as from time to time are assigned by
the Board.
9. ASSISTANT TREASURERS. During the absence or disability of
the Treasurer, the Assistant Treasurer, or if there be more than one,
the one so designated by the Treasurer or the Board, shall have all
the powers and functions of the Treasurer.
10. SURETIES AND BONDS. In case the Board shall so require, any
officer or agent of the corporation shall execute to the corporation a
bond in such sum and with such surety or sureties as the Board may
direct, conditioned upon the faithful performance of duties to the
corporation and including responsibility for negligence and for the
accounting of all property, funds or securities of the corporation which
the officer or agent may be responsible for.
ARTICLE V - CERTIFICATES FOR
SHARES
1. CERTIFICATES. The shares of the corporation shall be
represented by certificates. They shall be numbered and entered in
the books of the corporation as they are issued. They shall exhibit the
holder's name, the number of shares and shall be signed by the
President and Secretary and shall bear the corporate seal. When
such certificates are signed by the transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the
corporation and a registrar, the signatures of such officers may be
facsimiles.
2. LOST OR DESTROYED CERTIFICATES. The Board may direct a
new certificate or certificates to be issued in place of any certificates
theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its
discretion as a condition preceding the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or the
owner's legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum and
with such surety or sureties as it may direct as indemnity against any
claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
3. TRANSFER OF SHARES. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto,
and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. Whenever a transfer shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the transfer
ledger. No transfer shall be made within ten days next preceding the
annual meeting of the Stockholders.
4. CLOSING TRANSFER BOOKS. The Board shall have the power
to close the share transfer books of the corporation for a period of not
more than ten days during the thirty day period immediately
preceding
4.1 any Stockholder's meeting, or
4.2 any date upon which Stockholders shall be called
upon to or have a right to take
action without a meeting, or
4.3 any date fixed for the payment of a dividend or any
other form of distribution, and
only those Stockholders of record at the time the transfer
books are closed, shall be
recognized as such for the purpose of
4.3.1 receiving notice of or voting at such meeting or
4.3.2 allowing them to take appropriate action, or
4.3.3 entitling them to receive any dividend or other
form of distribution.
ARTICLE VI - DIVIDENDS
The Board may out of funds legally available, at any regular or
special meeting, declare dividends upon the capital stock of the
corporation as and when it deems expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation
available for dividends, such sum or sums as the Board from time to
time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends for
such other purposes as the Board shall deem conducive to the
interest of the corporation.
ARTICLE VII - CORPORATE
SEAL
The seal of the corporation shall bear the name of the corporation,
the year of its organization and the words "CORPORATE SEAL,
FLORIDA" or "OFFICIAL CORPORATE SEAL, FLORIDA". The seal
may be used by causing it to be impressed directly on the instrument
or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF
INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or
officers or other person or persons as the Board may from time to
time designate. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall be determined
from time to time by resolution of the Board.
ARTICLE IX - FISCAL
YEAR
The fiscal year shall begin on the first day of July each year.
ARTICLE X - NOTICE AND WAIVER
OF NOTICE
1. SUFFICIENCY OF NOTICE. Whenever any notice is required
by these By-laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in a United States
Postal Service post office mail collecting container in a sealed
postage-paid wrapper, addressed to the person entitled thereto at
the last known post office address, and such notice shall be
deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.
2. WAIVERS. Whenever any notice whatever is required to be
given under the provisions of any law, or under the provisions of
the Articles of Incorporation of the corporation or these By-laws, a
waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE XI -
CONSTRUCTION
Whenever a conflict arises between the language of these
By-laws and the Articles of Incorporation, the Articles of
Incorporation shall govern.
ARTICLE XII - CLOSE
CORPORATION
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action
of the Stockholders, Directors or committee may be taken without
a meeting of consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on
such action at a meeting and filed with the Secretary of the
corporation as part of the proceedings of the Stockholders,
Director or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDERS. In the event the
Stockholders are named in the Articles of Incorporation and are
empowered therein to manage the affairs of the corporation in lieu
of Directors, the Stockholders of the corporation shall be deemed
Directors for the purposes of these By-laws and wherever the
words "Directors", "Board of Directors" or "Board" appear in these
By-laws those words shall be taken to mean Stockholders.
3. MANAGEMENT BY A BOARD. The Stockholders may, by
majority vote, create a Board to manage the business of the
corporation and exercise its corporate powers.
ARTICLE X111 -
AMENDMENTS
These By-laws may be altered or repealed and By-laws may be made
at any annual meeting of the Stockholders or at any special meeting
thereof if notice of the proposed alteration or repeal to made
contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to
vote thereat, or by the affirmative vote of a majority of the Board if
notice of the proposed alteration or repeal to be made is contained in
the notice of such special meeting.
ARTICLE XIV - EMERGENCY
BY-LAWS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Pursuant to
Florida Statue 607.0207 the corporation adopts the following By-laws,
which shall be effective only if a quorum of the Directors of the
corporation cannot be readily assembled because of some
catastrophic event.
2. CALLINGAMEETING. In the event of such catastrophic event, any
member of the Board shall be authorized to call a meeting of the
Board. Such member calling an emergency meeting shall use any
means of communication at their disposal to notify all other members
of the Board of such meeting.
3. QUORUM. Any one member of the Board shall constitute a
quorum of the Board. The members of the Board meeting during such
an emergency, may select any person or persons as additional Board
members, officers or agents of the corporation.
4. INDEMNIFICATION. The members of such emergency Board are
authorized to utilize any means at their disposal to preserve and
protect the assets of the corporation. Any action taken in good faith
and acted upon in accordance with these By-laws shall bind the
corporation; and the corporation shall hold harmless any Director,
officer, employee or agent who undertakes an action pursuant to
these Bylaws.
5. TERMINATION OF EMERGENCY BY-LAWS These emergency
By-laws shall not be effective at the end of the emergency period.
IN WITNESS WHEREOF, I have hereunto set my hand and seal,
acknowledged and filed the foregoing Articles of Incorporation
under the laws of the State of Florida, this
Elsie Sanchez, Inc r
