EXHIBIT 3.2
PRIVATE CAPITAL INVESTORS, INC.
ARTICLE I: CORPORATE OFFICE
The corporation's principal office shall be located in the city of
Miami Shores, county of Miami-Dade, in the state of Florida. Various offices may
exist for the corporation, either within or outside Florida, as the board of
directors may designate or as the business of the corporation may require.
ARTICLE II: MEETINGS OF THE SHAREHOLDERS
1) MEETINGS
The annual meeting of the shareholders shall be held on the date and
time fixed, from time to time, by the board of directors, provided that there
shall be an annual meeting held every year. The purpose of the meeting shall be
to elect directors and transact such business as may be deemed necessary.
Meetings of the shareholders shall be at the principal place of business of the
corporation or at a place designated by the board of directors. If the day fixed
for the annual meeting shall be a legal holiday in the state of Florida, then
the meeting shall be held on the first business day thereafter.
2) SPECIAL MEETINGS
The president, board of directors or a written request by the
shareholders may initiate a special meeting for the shareholders. A written
request must be by the holders of not less than 1O% of all shares entitled to
vote at the meeting. A meeting requested by the shareholders shall be called
for, at a date not less than 14 or more than 60 days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
secretary shall issue the notice of the special meeting unless another person is
designated to do so.
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3) NOTICE OF MEETING
The president, secretary, officer or director of the corporation may
give notice of a meeting. This notice must be in written form and must state the
place, day and hour of the meeting and in the case of a special meeting must
state the purpose for which the meeting is called. If mailed, the notice must be
addressed to the shareholders at their addresses as they appear on the stock
transfer books of the corporation, with postage thereon prepaid. Such notice
shall be deemed to be delivered when deposited in the United States mail.
4) NOTICE OF AN 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 is announced at the meeting at which the
adjournment is taken. At such adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting. If a new
record date is set by the board of directors, other than the new date given at
the meeting that was adjourned, written notice must be given as stated in
Section 3, Articles II.
5) QUORUM
A quorum at a meeting of shareholders shall be constituted by the
majority of the shares entitled to vote, represented in person or by proxy. The
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote shall constitute a binding act unless otherwise provided by
law.
6) PROXY
Every shareholder, entitled to vote at a meeting of shareholders, may
authorize another person or persons to act for him by proxy. All proxies must be
executed in writing by the shareholder or his duly authorized attorney-in-fact,
and must 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.
7) VOTING OF SHARES
Subject to the provisions of these By-laws, each outstanding share
entitled to vote at specified meetings, shall have the right to one vote, in
person or by proxy, upon each matter submitted to a vote at the shareholders'
meeting.
8) ACTION TAKEN BY SHAREHOLDERS WITHOUT A MEETING
Any action, within the laws of the corporation, that may be taken by
the shareholders at a meeting may be taken without prior notice of a meeting or
without a vote, provided that a written consent setting forth the action so
taken, is signed by the shareholders who are entitled to vote in the
corporation, and whose votes would be necessary to authorize or take such action
at a said meeting.
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ARTICLE III: BOARD OP DIRECTORS
1) POWERS
The board of directors shall manage the business of the corporation and
exercise its corporate powers.
2) NUMBER OF DIRECTORS AND THEIR TERMS
There shall be a minimum number of one director for the corporation.
Each director shall be elected at the annual shareholders' meeting, and shall
hold office until the next annual meeting of shareholders and until his
successor is elected and qualified.
3) VACANCIES
A qualified person may be appointed to fill a vacancy on the board of
directors but only by an affirmative vote of the majority of the remaining
directors. The incoming director shall hold office for the rest of the term and
until his successor is elected and qualified.
4) RESIGNATIONS
Resignations may be given by a director of the corporation at any time
during of his term. Written notice must be filed with the secretary or president
of the corporation; and unless otherwise specified in the notice, said
resignation shall take effect upon receipt thereof and acceptance of the
resignation shall not be necessary to make it effective.
5) REMOVAL OF DIRECTORS
Any and all of the directors may be removed with or without cause by a
vote of the majority of holders of stock who are authorized to vote at an
election of directors.
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6) NOTICES
A written notice for any and all meetings must be given within 5 days.
This notice must be in written form and must state the place, day and hour of
the meeting and in the case of a special meeting must state the purpose for
which the meeting is called, If mailed, the notice must be addressed to the
director at his address as it appears on the records of the corporation, with
postage thereon prepaid. Such notice shall be deemed to be delivered when
deposited in the United States mail.
7) ANNUAL MEETINGS
The board of directors shall designate the place, time and date of,
their meeting. Notices of said meeting must be sent to all directors unless
stated at the previous meetings where all directors are present.
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8) SPECIAL MEETINGS
Special meetings of the board shall be held upon notice to the
directors and may be called by the president upon a 5 day notice to each
director either personally or by mail as stated in Article III Section 6. Notice
of a meeting need not be given to any director who submits a waiver of notice
whether before or after the meeting.
9) QUORUM
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 presents a majority of those present may adjourn the meeting.
10) ACTION TAKEN 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 the directors.
11) COMPENSATION
The board of directors shall have the authority to fix a rate to
reasonably compensate the board of directors.
ARTICLE IV: CORPORATE OFFICERS
1) OFFICES AND ELECTIONS
The board of directors shall elect the president, secretary and
treasurer for the corporation. Other officers or assistant officers may be
elected when deemed necessary. These officers shall serve a term of one year,
and will hold office until their successor is elected and qualified. The
officers for the corporation shall be appointed at the annual meeting of the
board. Any two or more offices may be held by the same person.
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2) VACANCIES
In the event of death, resignation or removal of an officer from
office, the board of directors shall appoint a successor to fill the open term.
Any officer elected or appointed by the board may be removed by the board with
or without cause. This action must be preceded by a vote from the board unless
otherwise approved by the shareholders.
3) DUTIES
a) PRESIDENT: Shall be the corporate chief executive officer, shall
have general and active management of the business and its affairs; shall be
subject to the direction of the board of directors, and shall in general
supervise and control all of the business and affairs of the corporation. He
shall be present at all meetings of the shareholders and of the board of
directors.
b) VICE-PRESIDENT: In the event of the president's absence or inability
or refusal to act as president, the vice-president shall perform all the powers
of and be subject to all the restrictions upon the elected president. In general
perform all of the duties required of the office of vice-president and such
duties as from time to time that may be assigned by the president or board of
directors.
c) SECRETARY: Shall maintain and keep record of all corporate, papers
excluding the financial records. Shall record the minutes of all corporate
meetings and shall send notices of meetings to those deemed appropriate. In
general to perform all of the duties required of the office of secretary and
such other duties as from time to time may be assigned by the president or board
of directors.
d) TREASURER: Shall maintain and keep record of all corporate financial
papers and records. Shall keep full and accurate accounts of receipts and
disbursements and render account reports at the annual meeting of the
shareholders, and whenever required by the president or board of directors. In
general to perform all of the duties required of the office of treasurer and
such other duties as from time to time may be assigned by the president or board
of directors.
4) SALARIES
The board of directors shall have the authority to fix a rate to
reasonably compensate the corporate officers.
ARTICLE V: STOCK CERTIFICATES
1) ISSUANCE
Certificates of shares shall be issued to every holder of shares for
that which he is entitled. Certificates must be paid in full before issuance can
take place. Corporate certificates of shares must be signed by the president and
secretary and must be sealed with the corporate seal.
2) TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only on the stock
transfer book of the corporation, by the holder of record or by his legal
representative, who shall furnish proper evidence or authority to transfer said
shares. The person in whose name shares stand on the corporate transfer ledger
shall be deemed to be the owner thereof for all purposes.
3) LOST, STOLEN OR DESTROYED CERTIFICATES
If certificates of shares are claimed to be lost, stolen or destroyed,
a new certificate shall be issued upon receipt of proper affidavit. The
affidavit must reflect ownership of the person claiming the certificate and
state how the certificate was lost. Upon deposit of a bond or other indemnity in
such amount decided by, the board of directors and at their discretion, the
certificate of stock shall be replaced.
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ARTICLE VI: CORPORATE RECORDS AND BOOKS
1) RESPONSIBILITIES
The corporation shall maintain through its officers accurate and,
accountable books, records and minutes of all the board of directors',
shareholders' and officers' meetings. The corporation is responsible for keeping
its principal corporate address and its registered agent office available and
current to all directors and shareholders. A record, which shall be kept at the
corporate office. shall list names, addresses and amounts of purchased stock
shares of all directors, shareholders and officers of the corporation.
2) SHAREHOLDER'S INSPECTION RIGHTS
The holder of record of shares or of voting trust certificates of at
least 5% of the outstanding shares of the corporation, shall be allowed to
examine, at a reasonable time, in person or by agent or by an attorney, the
corporate books and records of accounts, minutes and records of shareholders and
make extracts thereof.
3) FINANCIAL RECORDS
Four months after the close of each corporate fiscal year, the
corporation shall prepare a balance sheet and a profit and loss statement
showing in reasonable detail the financial condition of the corporation. Upon
written request, the corporation shall issue to any shareholder or holder of
voting trust, certificates of shares in the corporation, a copy of the most
recent balance sheet and profit and loss statement, showing in reasonable detail
the financial condition of the corporation. These records shall be filed in the
corporate office and shall be kept on file, for a minimum of 5 years and may be
subject to inspection during business hours by any shareholder or holder of
voting trust certificates, in person or by an appointed agent.
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4) DIVIDENDS
Dividends may be declared by the board of directors on its shares in
property, cash or its own shares, except when the corporation is insolvent or
when payment of said dividends would render the corporation insolvent.
ARTICLE VII: FISCAL YEAR
The corporation's fiscal year shall begin with the first day of August
in each year.
ARTICLE VIII: AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the board of directors at any regular or special meeting of the
board of directors.
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