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Exhibit No. 2
Ozolutions, Inc.
Form 10-SB
BYLAWS OF
UNIPAK PROCESS INC.
ARTICLE I -- Offices
The principal office of the corporation shall be located in the
State of New York in the County of Monroe. The corporation may
have such other offices, either within or outside the state, as
the Board of Directors may designate or as the business of the
corporation may require from time to time. The registered office
of the corporation may be, but need not be, identical with the
principal office, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE II -- Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held at 4:00 o'clock PM. on the Third Tuesday in the
month of January in each year, beginning with the year 1997. If
the day fixed for the annual meeting shall be a legal holiday,
such meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the sharehold
ers, for any purpose, unless otherwise prescribed by statute, may
be called by the president or by the Board of Directors, and
shall be called by the president at the request of the holders of
not less than one-tenth of all the outstanding shares of the
corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate
any place as the place for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may
designate any place as the place for such meeting. If no
designation is made, or if a special meeting shall be called
otherwise than by the Board, the place of meeting shall be the
registered office of the corporation.
Section 4. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting, and, in case of a special
meeting, the purposes for which the meeting is called, shall be
delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or
persons calling the meeting, to each shareholder of record enti
tled to vote at such meeting, except that if the authorized
capital
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stock is to be increased at least thirty days notice shall be
given. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid. If
requested by the person or persons lawfully calling such meeting,
the secretary shall give notice thereof at corporate expense.
Section 5. Closing of Transfer Books or Fixing of Record Date.
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
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that
the stock transfer books shall be closed for any stated period
not exceeding fifty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten 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 days, and, in case of a meeting of sharehold
ers, not less than ten days prior to the date on which the par
ticular 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 the determination of shareholders enti
tled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive 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 the record date for such
determination of shareholders. When a determination of share
holders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply
to any adjournment thereof except where the determination has
been made through the closing of the stock transfer books and the
stated period of the closing has expired.
Section 6. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meet
ing or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. For a
period of ten days prior to such meeting, this list shall be kept
on file at the principal office of the corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
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inspection of any shareholder during the whole time of the meet
ing. The original stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
Section 7. Quorum. Fifty One Percent (51%) of the outstanding
shares of the corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of sharehold
ers. If less than a quorum of the outstanding shares are repre
sented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The sharehold
ers 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.
If a quorum is present, the affirmative vote of a majority
of the shares 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 or voting by classes is required by
law or the articles of incorporation.
Section 8. Proxies. At all meetings of shareholders, a share
holder may vote by proxy executed in writing by the shareholder
or his or her duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation 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.
Section 9. Voting of Shares. Each outstanding share, regardless
of class, shall be entitled to one vote, and each fractional
share shall be entitled to a corresponding fractional vote on
each matter submitted to a vote at a meeting of shareholders.
Cumulative voting shall not be allowed.
Section 10. Voting of Shares by Certain Holders. Neither treasury
shares, nor shares of its own stock held by the corporation in a
fiduciary capacity, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of
Directors of such other corporation is held by this corporation,
shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
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.
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Shares held by an administrator, executor, guardian or
conservator may be voted by him or her, either in person or by
proxy, without a transfer of such shares into his or her name.
Shares standing in the name of a trustee may be voted by him or
her, either in person or by proxy, but no trustee shall be enti
tled to vote shares held by him or her without a transfer of such
shares into his or her 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 or her 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.
Section 11. Informal Action by Shareholders. 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. Such
consent shall have the same force and effect as a unanimous vote
of the shareholders.
ARTICLE III -- Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, except as
otherwise provided by statute or the articles of incorporation.
Section 2. Number, Tenure and Qualifications. The number of
Directors of the corporation shall be not less than three nor
more than five, unless a lesser number is allowed by statute.
Directors shall be elected at each annual meeting of sharehold
ers. Each director shall hold office until the next annual
meeting of shareholders and thereafter until his or her successor
shall have been elected and qualified.
Directors need not be residents of this state or sharehold
ers of the corporation. Directors shall be removable in the
manner provided by statute.
Section 3. Vacancies. Any director may resign at any time by
giving written notice to the president or to the secretary of the
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corporation. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining
Directors though not less than a quorum. A director elected to
fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office. Any Directorship to be filled by the
affirmative vote of a majority of the Directors then in office or
by an election at an annual meeting or at a special meeting of
shareholders called for that purpose, and a director so chosen
shall hold office for the term specified in Section 2 above.
Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw
immediately after and at the same place as the annual meeting of
shareholders. The Board of Directors may provide by resolution
the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president or
any two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place as
the place for holding any special meeting of the Board of Direc
tors called by them.
Section 6. Notice. Notice of any special meeting shall be given
at least seven days previous thereto by written notice delivered
personally or mailed to each director at his or her business
address, or by notice given at least two days previously by
telegraph. 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 telegram is
delivered to the telegraph company. Any director 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 express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be trans
acted at, nor the purpose of, any regular or special meeting of
the Board of Directors need be specified in the notice of waiver
of notice of such meeting.
Section 7. Quorum. A majority of the number of Directors fixed by
Section 2 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time
without further notice.
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Section 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.
Section 9. Compensation. By resolution of the Board of Directors,
any director may be paid any one or more of the following:
expenses, if any, of attendance at meetings; a fixed sum for
attendance at each meeting; or a stated salary as director. No
such payment shall preclude any director from serving the corpo
ration in any other capacity and receiving compensation therefor.
Section 10. Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the Directors may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the Directors entitled
to vote with respect to the subject matter thereof. Such consent
shall have the same force and effect as a unanimous vote of the
Directors.
ARTICLE IV -- Officers and Agents
Section 1. General. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treas
urer. The salaries of all the officers of the corporation shall
be fixed by the Board of Directors.
One person may hold any two offices, except that no person
may simultaneously hold the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected by the Board of Directors annually
at the first meeting of the Board held after each annual meeting
of the shareholders.
Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of
the corporation will be served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring,
may be filled by the Board of Directors for the unexpired portion
of the term.
Section 5. President. The president shall:
(a) subject to the direction and supervision of the Board
of Directors, be the chief executive officer of the corporation;
(b) shall have general and active control of its affairs
and business and general supervision of its officers, agents and
employees; and
(c) the president shall have custody of the treasurer's
bond, if any.
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Section 6. Vice Presidents. The vice presidents shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to them by
the president or by the Board of Directors.
Section 7. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders
and the Board of Directors;
(b) see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal
of the corporation and affix the seal to all documents when
authorized by the Board of Directors;
(d) keep at its registered office or principal place of
business a record containing the names and addresses of all
shareholders and the number and class of shares held by each,
unless such a record shall be kept at the office of the corpora
tion's transfer agent or registrar;
(e) sign with the president, or a vice president,
certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of
Directors;
(f) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent; and
(g) in general, perform all duties incident to the office
as secretary and such other duties as from time to time may be
assigned to him or her by the president or by the Board of Direc
tors.
Section 8. Treasurer. The treasurer shall:
(a) be the principal financial officer of the corporation;
(b) perform all other duties incident to the office of the
treasurer and, upon request of the Board, shall make such reports
to it as may be required at any time;and
(c) be the principal accounting officer of the corporation;
(d) have such other powers and perform such other duties as
may be from time to time prescribed by the Board of Directors or
the president;
ARTICLE V -- Stock
Section 1. Certificates. The shares of stock shall be represented
by consecutively numbered certificates signed in the name of the
corporation by its president or a vice president and the
secretary, and shall be sealed with the seal of the corporation
or with a facsimile thereof. No certificate shall be issued until
the shares represented thereby are fully paid.
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Section 2. Consideration for Shares. Shares shall be issued for
such consideration, expressed in dollars (but not less than the
par value thereof, if any) as shall be fixed from time to time by
the Board of Directors. Such consideration may consist, in whole
or in part of money, other property, tangible or intangible, or
in labor or services actually performed for the corporation, but
neither promissory notes nor future services shall constitute
payment or part payment for shares.
Section 3. Transfer of Shares. Upon surrender to the corporation
or to a transfer agent of the corporation of a certificate of
stock duly endorsed or accompanied by proper evidence of succes
sion, assignment or authority to transfer, and such documentary
stamps as may be required by law, 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 of
stock shall be entered on the stock book of the corporation which
shall be kept at its principal office, or by its registrar duly
appointed.
Section 4. Transfer Agents, Registrars and Paying Agents. The
Board may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock,
bond, debenture or other security of the corporation.
ARTICLE VI -- Indemnification of Officers and Directors
Each director and officer of this corporation shall be indemni
fied by the corporation against all costs and expenses actually
and necessarily incurred by him or her in connection with the
defense of any action, suit or proceeding in which he or she may
be involved or to which he or she may be made a party by reason
of his or her being or having been such director or officer,
except in relation to matters as to which he or she shall be
finally adjudged in such action, suit or proceeding to be liable
for negligence or misconduct in the performance of duty.
ARTICLE VII -- Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law,
by the articles of incorporation or by these bylaws, a waiver
thereof in writing signed by the director, shareholder or other
person entitled to said notice, whether before or after the time
stated therein, or his or her appearance at such meeting in
person or (in the case of a shareholders' meeting) by proxy,
shall be equivalent to such notice.
Section 2. Seal. The corporate seal of the corporation shall be
in the form impressed on the margin hereof.
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Section 3. Fiscal Year. The fiscal year of the corporation shall
be as established by the Board of Directors.
Section 4. Amendments. The Board of Directors shall have power to
make, amend and repeal the bylaws of the corporation at any
regular meeting of the Board or at any special meeting called for
the purpose.
APPROVED:
DATED: Jan 31, 1997 Director:
Director:
Director:
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