EXHIBIT 3.2
BY-LAWS OF BENCHMARK TECHNOLOGY CORPORATION
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las
Vegas, in the County of Clark and in the State of Nevada. The corporation
may have such other offices within or without the State of Nevada as the Board
of Directors may designate or as the business of the corporation may from time
to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held
on the first Monday in August of each year commending with the year 2000 at
the hour of 10:00 a.m. for the purpose of electing directors and officers and
for the transaction of other business that may come up before the meeting.
If the day fixed for the annual meeting shall be declared a legal holiday,
such meeting shall be held on the next succeeding business day. If the
election of Directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called
by the directors, or by the President. Special meetings shall be called any
time upon the request of the stockholders owning not less than fifty percent
(50%) of the outstanding stock of the corporation entitled to vote at such
meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at
the principal office of the corporation in the City of Las Vegas, State of
Nevada or at such other place as shall be determined from time to time by the
Board of Directors. If the place of the meeting is not at the principal
offices of the corporation, the place of such meeting shall be stated in the
call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual meeting
of stockholders shall be given by mailing written notice of the meeting at
least ten (10) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. The notice of the time and place of special
meetings shall be given by written notice or by personal notice five (5)
days prior to the meeting to each stockholder of record of the corporation
entitled to vote at such meeting.
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5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the
stockholders entitled to notice of or entitled to vote at any regular meeting
of stockholders or any special meeting, or of determining the stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other purpose, the Directors of the
corporation shall provide that the stock transfer books be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books are to be closed for or the purpose of determining
stockholders entitled to noticed of a special meeting or of the annual
meeting of stockholders, such book shall be closed for at least fourteen (14)
days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than fifty (50) days and, in the case of a meeting of
shareholders, not less than (10) days prior to the date on which a particular
action requiring such determination of shareholders is to be taken. If
the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote at the meeting
of shareholders, or shareholders entitled to received payment of a dividend,
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be record date for such determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer
books for the corporation shall prepare before each meeting of stockholders a
complete list of stockholders entitled to vote at the meeting arranged in
alphabetical order with the address of and number of shares held by each
person. The list shall be prepared five (5) days prior to the stockholders'
meeting and shall be keep on file at the principal office of the corporation
and subject to inspection during normal business hours by any stockholder.
The list shall also be produced and kept open at the stockholders' meeting
and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder
shall consist of stockholders representing, capital stock of the corporation
entitled to vote at such meetings, except as otherwise specifically provided
by law or in the Articles of Incorporation. If a quorum is not present at a
properly called stockholders' meeting, the meeting shall be adjourned by
then present and an additional and further notice sent to all stockholders
notifying them of the adjournment of the meeting and the date and time and
place of the adjourned meeting. At such adjourned meeting. At such
adjourned meeting, at which a quorum is present or represented, business may
be transacted which might have been transacted at the meeting as originally
notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by their duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.
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9. VOTING OF SHARES. At all elections for directors of the corporation,
each shareholder may cast as many votes in the aggregate as he is entitled
to vote under its charter, multiplied by the number of directors to be
elected. Each shareholder may cast a whole number of votes, either in
person or by proxy, for one candidate or distribute said votes among two or
more candidates. On all other matters each shareholder shall have one vote
for each share of stock owned by the shareholder. All elections for directors
of the corporation shall be decided by plurality vote. All other questions
shall be decided by majority vote.
10. 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 into his name.
Shares standing 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 the 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 so be contained in an appropriate
order of the court by which such receiver was appointed. A shareholder whose
shares are 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. Shares of it
own stock belonging to the Corporation shall be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the
total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to
the subject matter thereof.
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ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by the Board of Directors consisting of not less than one or more
than seven directors. The Board of Directors shall be elected for a term of
one year and shall hold office until the successors are elected and qualified.
Directors need not be stockholders. In addition to the power and authority
granted by the By-Laws and the Articles of Incorporation, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts and things that are not forbidden by statute, Articles of
Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused
by resignation, death of otherwise, may be filled by a majority vote of the
remaining director or directors, even though they constitute less than a
quorum, or by a majority vote of the stockholders. This may be accomplished
at any special or regular meeting of the Board of Directors or by the
stockholders at any regular or special meeting. A director thus elected to
fill any vacancies shall hold office for the unexpired term of their
predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held
at the same time as the annual meeting of stockholders. No notice of the
regular meeting of the Board of Directors shall be sent. The directors may
provide by resolution the time and place for the holding of additional
regular meetings other than the meeting at the annual meeting of
stockholders, by giving notice under their same provisions as that notice
given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the President, or in his absence, by the Vice
President, or by any two directors, to be held at the time and place
designated in notice of special meeting. The notice of special meeting
shall be in the same form and done in the same manner as the notice given for
stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two (2)
days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by
means of a telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall constitute presence
at the meeting.
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7. QUORUM. The majority of the Board of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business. If less
than a quorum is present, the meeting shall be adjourned. Any resolution
adopted in writing and executed and signed by a majority of the Board of
Directors, accompanied with a showing that the resolution had been presented
to all directors, shall constitute and be a valid resolution as if the
resolution had been adopted at a meeting at which all directors shall in all
respects bind the corporation and constitute full and complete authority for
the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote
of the stockholders or by a majority vote of the Board of Directors. Any
director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written
notice to the Board of Directors and the President or the Secretary or the
corporation. The resignation shall be effective upon receipt of the notice
and the acceptance of the resignation shall not be necessary to make it
effective.
12. COMPENSATION. No compensation shall be paid to directors as such
for their services but the Board of Directors by resolution can fix a sum for
expenses for actual attendance at each regular or special meeting of the
Board. Nothing contained herein shall be construed to preclude any director
from serving the corporation in any other capacity and receiving a
compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation
and any other corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the fact that one or
more the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporations,
provided that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any director
may be a party to or may be interested in any contract or transaction of this
Corporation , and no directors shall be liable in any way by reason of such
interest, provided that the fact of such interest be disclosed or made known
to the Board of Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall authorize,
approve or ratify such contract or transaction by the vote (not counting the
vote of any such Director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is
taken. Such director or directors may be counted in determining the presence
of a quorum at such meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise) applicable
thereto.
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14. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board, may from time to time designated from among its
members an executive committee and such other committees, and alternative
members thereof, as they may deem desirable, with such powers and authority
(to the extent permitted by law) as may be provided in such resolution.
Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter
has been taken, will be presumed to have assented to the action taken unless
their dissent is entered in the minutes of the meeting or unless they had
filed their written dissent to such action with the person acting as the
Secretary at the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President,
Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if
needed), each of whom shall be elected by the Board of Directors. Such
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of the Board. In
its discretion, the Board of Directors may leave unfilled for any such period
as it may determine any office except those of President and Secretary. Any
two or more officers may be held by the same person. Officers may be
directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall
be elected annually at the regular meeting of the Board of Directors. Each
officer shall hold office for one year or until their successor shall have
been duly elected and qualified. They can resign by giving written noticed
to any member of the Board of Directors of the corporation. The resignation
shall take effect upon receipt thereof and the acceptance shall not be
necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, or to the President or
the Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board
of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in their
judgment, the best interests of the corporation would be served by such
removal. Such removal shall be without prejudice to the contractual rights,
if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for
the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer,
shall generally supervise and control all the business and affairs of the
corporation. The President shall preside at all meetings of stockholders and
of directors. He shall sign with the Secretary, Certificates for share of
Common Stock. The President shall also sign deeds, mortgages, bonds,
contracts of any other instrument which the directors have authorized to be
executed by the President. The President shall be responsible for the
Corporate Books, unless this is delegated to another officer. The President
in general shall perform all the duties incident to the office of President
and such other during as may be prescribed by he directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of
a death, inability or refusal to act, the Vice-President shall perform the
duties of the President. When they are so acting, they shall have all the
powers of and by subject to all the restrictions of the President. The
Vice-President shall perform such other duties as from time to time may be
assigned to him by the President or by the directors. The Vice-President
shall serve in equal capacity.
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8. SECRETARY. The secretary shall keep the minutes of the stockholders
and of the directors meetings and shall see that all notices are duly given
in accordance with the provisions of these By-Laws. The secretary shall
issue the notices for all meetings except that a notice of a special meeting
of the directors called at the request of two directors may be issued by
those directors. The secretary shall keep a register of the post office
address of each stockholder and shall have general charge of the stock
transfer books unless this duty is given to a Transfer Agent. The secretary
shall make reports and perform such other duties as are incident to their
office or are properly required of them by the Board of Directors or the
President.
9. TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation. He/she shall
receive monies due to the corporation and give receipts therefore and shall
disperse the funds of the corporation in payment of the demands against the
corporation as directed by the officers and the Board of Directors. He/she
shall perform all duties incident to this office of as properly required of
him/her by the officers or the Board of Directors. If required by the
directors, the treasurer shall give a bond for faithful discharge of his/her
duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officers shall be prevented from
receiving such salary by reason of the fact the he/she is also a director of
the Corporation. Salaries of all officers of the corporation shall be fixed
by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any
officer of the corporation, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer of the
corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to
the Corporation a bond in such sum, and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful performance of
his/her duties to the Corporation, including responsibility for negligence
for the accounting for all property, funds or securities of the Corporation
which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is
the holder of shares of stock of any other corporation, any right of power of
the Corporation as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation by the
President, any Vice President or such other person as the Board of Directors
my authorize.
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ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a party, or in
which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of the Corporation or is or was serving at the request of the Corporation as
a director, officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not
he/she is a director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director, officer, employee or
agent is adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
2. LOANS. 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 of Directors. Such authority may be general or
confined to specific instances.
3. 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, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
4. 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 of Directors may select.
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ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall
be in a form designated by the directors. Such certificates shall be signed
by the President and Secretary. All certificates for shares shall be
consecutively numbered. The name and address of the stockholder, the number
of shares, and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued until, the
former certificate for a like number of share has been surrendered and
canceled. The exception is the case of a lost or destroyed or mutilated
certificate and in such case a new one may be issued when the person claiming
that certificate is lost or destroyed or mutilated certifies to the
corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the
transfer books of the corporation kept at the office of the corporation or
of the corporation or so elected held at a Transfer Agent office. Only
registered stockholders in the transfer books of the corporation shall be
entitled to be treated by the corporation as the holders in fact of stock.
The corporation shall not be bound to recognize any equitable or other
claims to or any interest in any share of stock which is not recorded upon
the transfer books of the corporation in a manner prescribed by these By-Laws
except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the
1st day of January in each year and end on the 31 day of December.
ARTICLE IX
1. DIVIDENDS. The directors may from time to time declare and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by these By-Laws.
ARTICLE X
1. SEAL. The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon, the name Benchmark
Technology Corporation, State of Nevada, 1999, and the words "corporate seal."
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ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the corporation under
the provisions of these By-Laws or under the provisions of the Articles of
Incorporation, or under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether made before or after the time stated thereon, shall be
deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative
vote of at least two-thirds of the stockholders in any duly called special or
regular meeting or by a majority of the Board of Directors at any duly called
regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 19th day November, 1999.
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