EXHIBIT 3.2
BY-LAWS OF
SciCorps, Inc.
A Wyoming Corporation
ARTICLE I: MEETINGS OF STOCKHOLDERS
ANNUAL MEETING
Section 1. The annual meeting of stockholders of this corporation shall be
held at the Wyoming offices of the Corporation on March 10th at 10:00 a.m. each
and every year, or at such other places and times as the directors shall from
time to time determine. The purpose of this meeting shall be for the election
of directors and such other business as may properly come before said meeting.
Notice of the time, place, and object of such meeting shall be given by
publication thereof by serving personally or by mailing at least ten (10) days
prior to such meeting, postage paid, a copy of such notice, addressed to each
stockholder at his residence or place of business, as the same shall appear on
the books of the corporation. No business other than that stated in such notice
shall be transacted at such meeting without the unanimous consent of all the
stockholders thereat, in person or by proxy.
SPECIAL MEETINGS
Section 2. Special meetings of stockholders, other than those regulated by
statute, may be called at any time by the president or by a majority of
directors. It shall also be the duty of the president to call such meetings
whenever requested to do so by the holder or holders of the majority share of
the capital stock of the corporation. A notice of every meeting stating the
time, place and object thereof, shall be given by mailing, postage prepaid, at
least ten (10) days before such meeting, a copy of such notice addressed to
each stockholder at his post office address as the same appears on the books of
the corporation.
QUORUM
Section 3. At all meetings of the stockholders, there shall be present, either
in person or by proxy, stockholders owning 50% of the capital stock of the
corporation in order to constitute a quorum. If a quorum is not present, the
stockholders present in person or by proxy may adjourn to such future time as
shall be agreed upon by them, and notice of such adjournment shall be mailed,
postage prepaid, to each stockholder at least ten (10) days before such
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adjourned meeting; but if a quorum is present, they may adjourn from day to day
as they see fit, and no notice of such adjournment need be given.
VOTING CAPACITY
Section 4. At all meetings of the stockholders, each stockholder shall be
entitled to one vote for each share of stock in his own name on the books of
the corporation whether represented in person or by proxy. All proxies shall be
in writing and signed.
ORDER OF BUSINESS
Section 5. At all meetings of stockholders the following shall be the order of
business so far as is practicable:
Calling the roll
Reading, correcting, and approving of the minutes of the previous meeting
Reports of officers
Reports of committees
Unfinished business
New business
Election of directors
Miscellaneous business
ARTICLE II. DIRECTORS
ELECTION
Section 1. The board of directors of this corporation, consisting of at least
one ( 1 ) person, shall be elected for the term of ONE (1 ) year at the annual
meeting of the stockholders, except as hereinafter otherwise provided for
filling vacancies. The directors shall be chosen by a majority vote of the
stockholders, voting either in person or by proxy, at such annual election.
VACANCIES
Section 2. Vacancies on the board of directors, occurring during the year,
shall be filled for the unexpired term by a majority vote of the remaining
directors at any special meeting called for that purpose, or at any regular
meeting of the board.
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DEATH OR RESIGNATION OF ENTIRE BOARD
Section 3. In case the entire board of directors shall die or resign, any
stockholder may call a special meeting in the same manner that the president may
call such meetings, and directors for the unexpired term may be elected at such
special meeting in the manner provided for their election at annual meetings.
RULES AND REGULATIONS
Section 4. The directors shall have the general control and management of the
business and affairs of the company and shall exercise all the powers that may
be exercised or performed by the corporation. The board of directors may adopt
such rules and regulations for the conduct of their meetings and management of
the affairs of the corporation as they may deem proper, not inconsistent with
the laws and statutes of the state of Wyoming, the articles of incorporation, or
these by-laws. Such management will be by majority vote of the board of
directors with each director having an equal vote.
TIME OF MEETING
Section 5. The board of directors shall meet regularly at 10:00 a.m. on
January 10th of each year and every year, at the office of the company at
Cheyenne, Wyoming, or at such other places and times as the board of directors
shall by resolution appoint. On the request of the president or any director,
the secretary shall call a special meeting of the board. The secretary shall
give each director at least ten (10) days prior notice of such meeting.
Special meetings may also be called by execution of the appropriate waiver of
notice as contained in Article VI of these by-laws.
RESOLUTIONS
Section 6. A resolution, in writing, signed by all or a majority of the
members of the board of directors, shall constitute action by the board of
directors to the effect therein expressed, with the same force and effect as
though such resolution had been passed at a duly convened meeting, and it shall
be the duty of the secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
COMMITTEES
Section 7. All committees shall be appointed by the board of directors. The
directors may, by majority resolution, designate one or more committees with a
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director or directors to manage the business or any aspect of the business and
to have full powers.
ARTICLE III. OFFICERS
Section 1. The officers of this corporation shall consist of a president, one or
more vice-presidents, secretary, treasurer, registered agent and such other
officers as shall be elected or appointed by the board of directors. The
salaries of such officers shall be fixed by the board of directors and may be
changed from time to time by a majority vote of the board. Each officer shall
serve for a term of one (1) year or until his or her successors are chosen and
qualified. Officers may be re-elected or re-appointed for successive annual
terms. Additional officers elected or appointed by the board of directors shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined by the board of directors.
DUTIES OF THE PRESIDENT
Section 2. The president shall preside at all meetings of the board of
directors, and shall act as temporary chairman at, and call to order all
meetings of the stockholders. The president shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the board of directors. The president shall have general management of the
affairs of the corporation, subject to the board of directors, and shall perform
all duties as are incidental to his office or are required of him by the board
of directors.
DUTIES OF THE VICE-PRESIDENT
Section 3. The vice-president shall, in the absence or incapacity of the
president, perform the duties of the president and shall have such powers and
such duties as may be assigned to him by the board of directors.
DUTIES OF THE SECRETARY
Section 4. The secretary shall keep minutes of the board of directors, and
also the minutes of the meetings of stockholders; she shall attend to the
giving and serving of all notices of the company, shall have charge of the
books and papers of the corporation and shall make such reports and perform
such other duties as are incidental to her office and as the board of directors
may direct. The secretary shall be responsible that the corporation complies
with the Wyoming Business Corporation Act by supplying to the Wyoming
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registered agent or principal office in Wyoming, any and all amendments to the
corporation's Articles of Incorporation and any and all amendments or changes to
the by-laws of the corporation. Also in compliance with the Wyoming Business
Corporation Act, he will also maintain and supply to the Wyoming registered
agent or principal office in Wyoming, a current statement setting forth the
names of the stockholders or duplicate stock ledger, and the present and
complete post office address, including street and number, if any, of each
stockholder of the corporation.
DUTIES OF THE TREASURER
Section 5. The treasurer shall have the care and custody of all the funds and
securities of the corporation and shall keep regular books of account. He shall
disburse the funds of the corporation in payment of the just demands against the
corporation, or as may be ordered by the board of directors, making proper such
vouchers for disbursements and shall render to the board of directors or
stockholders as may be required of him, an account of all his transactions as
treasurer and of the financial condition of the corporation. He shall perform
all other duties as are incidental to his office or as properly required of him
by the board of directors.
DUTIES OF THE RESIDENT AGENT
Section 6. The registered agent shall be in charge of the corporation's
registered or principal office in the state of Wyoming, upon whom process
against the corporation may be served and shall perform all duties as required
of him by statute.
ARTICLE IV. STOCK
Section 1. Certificates of stock shall be in a form approved by the board of
directors and shall be consecutively numbered. The name of the person owning the
shares represented by each certificate, with the number of shares and the date
of issue, shall be entered on the company's books. The president and secretary
shall sign all certificates of stock issued by the corporation. All certificates
of stock transferred by endorsement therein shall be surrendered by cancellation
and new certificates issued to the purchaser or assignee.
ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
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its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or
officer of the corporation, or of such other corporation, except, in relation
to matters as to which any such director or officer or former director or
officer or person shall be adjudged in such action ,suit or proceeding to be
liable for negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under by-law, agreement, vote of stockholders
or otherwise.
ARTICLE VI. WAIVER OF NOTICE
Section 1. Whenever, under the provisions of these by-laws or any of the
corporate laws, the stockholders or directors are required to give notice or
allow a lapse of time after such notice for authorization to hold a meeting,
such meeting may be held without such notice and without such lapse of time by
execution of the appropriate waiver of notice by a majority of the directors of
the corporation.
ARTICLE VII. AMENDMENTS
Section 1. These by-laws may be amended at any stockholder's meeting by a vote
of the stockholders owning a majority of the stock, represented either in person
or by proxy, provided the proposed amendment is included in the notice of such
meeting. The board of directors may amend the by-laws or adopt additional
by-laws, but shall not alter or repeal any by-laws adopted by the stockholders
of the corporation. A copy of any amended by-laws shall be sent to each
stockholder and to the registered agent within ten (10) days after the adoption
of the same.
CERTIFIED TO BE THE BY-LAWS OF SCICORPS, INC.
BY: DEBRA B. KRAHLING
__________________
DEBRA B. KRAHLING
SECRETARY
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