BY-LAWS OF
SPHINX INDUSTRIES, INC.
A NEVADA CORPORATION
ARTICLE I STOCKHOLDER'S MEETINGS
A) ANNUAL MEETINGS shall be held on or before the end of February of
each year, or at such other time as may be determined by the Board of Directors
or the President, for the purposes of electing directors, and transacting such
other business as may properly come before the meeting.
B) SPECIAL MEETINGS may be called at any time by the Board of Directors
or by the President, and shall be called by the President or the Secretary at
the written request of the holders of a majority of the shares then outstanding
and entitled to vote.
C) WRITTEN NOTICE stating the time an place of the meeting, signed by
the President or the Secretary, shall be served either personally or by mail,
not less than ten (10) nor more than sixty (60) days before the meeting upon
each stockholder entitled to vote. Said notice shall state the purpose for which
the meeting is called, no other business may be transacted at said meeting,
unless by unanimous consent of all Stockholders present, either in person or by
proxy.
D) PLACE of all meetings shall be at the principal office of the
Corporation, or at such other place as the Board of Directors or the President
may designate.
E) A QUORUM necessary for the transaction of business at a
Stockholder's meeting shall be a majority of the stock issued and outstanding,
either in person or by proxy. If a quorum is not present, the Stockholders
present may adjourn to a future time, and notice of the future time must be
served as provided in Article I, C), if a quorum is present they may adjourn
from day to day, without notice.
F) VOTING: Each stockholder shall have one vote for each share of stock
registered in his name on the books of the Corporation, a majority vote shall
authorize any Corporation action, except the election of the Directors, who
shall be elected by a plurality of the votes cast.
G) PROXY: At any meeting of the stockholders any stockholder may be
represented and vote by a proxy, appointed in writing and signed. No proxy shall
be valid after the expiration of sic (6) months from date of its execution in
force, which in no case shall exceed seven (7) years from its execution.
H) CONSENT: Any action, except election of Directors, which may be
taken by a vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a majority of
the voting power.
ARTICLE II BOARD OF DIRECTORS
A) OFFICE: At least one person chosen annually by the stockholders
shall constitute the Board of Directors. Additional Directors may be appointed
by the Board of Directors. The Director's term shall be for one (1) year, and
Directors may be re-elected for successive annual terms.
B) DUTIES: The Board of Directors shall be responsible for the control
and management of the affairs, property and interests of the Corporation and may
exercise all power of the Corporation ,except as are in the Articles of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
<PAGE>
C) MEETINGS: Regular meetings of the Board of Directors shall be held
immediately following the annual meeting of the Stockholders, at the place of
the annual meeting of the stockholders, or at such other time and place as the
Board of Directors shall by resolution establish. Notice of any regular meeting
shall not be required, unless the Board of Directors shall change the time or
place of the regular meeting, notice must be given to each Director who was not
present at the meeting at which change was made. Special meetings may be called
by the President or by one of the Directors at such time and place specified in
the notice or waiver of notice thereof. The notice of special meeting day shall
be mailed to each Director at least five (5) days before the meeting day, or if
the notice is delivered personally, by telegram or telephone then the notice
must be delivered the day before the meeting. Special meetings may be called
without notice, provided a written waiver of notice is executed by a majority of
the Board of Directors.
D) CHAIRMAN: At all meetings of the Board of Directors, the Chairman
shall preside. If there is no Chairman one shall be chosen by the Directors.
E) QUORUM: A majority of the Board of Directors shall constitute a
quorum.
F) VACANCIES: Any vacancy in the Board of Directors, unless the vacancy
was caused by stockholder removal of a Director, shall be filled for the
unexpired term by a majority vote of the remaining Directors, though less than a
quorum, at any regular or special meeting of the Board of Directors called for
that purpose.
G) A RESOLUTION in writing signed by a majority of the Board of
Directors, shall constitute action by the Board, with the same force and effect
as though such resolution had been passed duly convened meeting. The Secretary
shall record each resolution in the minute book.
H) COMMITTEES may be appointed by a majority of the Board of Directors
from its number, by resolution, with such power and authority to manage the
business as granted by the resolution.
I) SALARIES of the Corporate Officers shall be determined by the Board
of Directors.
ARTICLE III OFFICERS
A) TITLE: This Corporation shall have a president, secretary,
treasurer, and such other officers as may be necessary. Any two or more officers
may be held by the same person. The officers shall be appointed by the Board of
Directors at the regular annual meeting of the Board.
B) DUTIES:
THE PRESIDENT SHALL:
1) Be the chief executive officer of the Corporation.
2) Preside at all meetings of the Directors and the
Stockholders.
3) Sign or countersign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of
Directors and shall perform all such other incidental duties.
THE SECRETARY SHALL:
1) Have charge of the corporate books, responsible to make the
necessary reports to the Stockholders and the Board of
Directors.
2) Prepare and disseminate notices, waivers, consents, proxies
and other material necessary for all meetings.
3) File the sixty (60) day list of officers, directors, name
of the resident agent and the filing fee to the Secretary of
State.
4) File the designation of resident agent in the office of the
County Clerk in which the principal office of the Corporation
in Nevada is located.
<PAGE>
5) File the annual list of officers, directors and designation
of resident agent along with the filing fee.
6) Be the custodian of the certified articles of
incorporation, by-laws and amendments thereto.
7) Supply to the Resident Agent or Principal Corporate Nevada
Office the name of the custodian of the stock ledger or
duplicate stock ledger, along with the complete Post Office
address of the custodian, where such stock ledger or duplicate
stock ledger is kept.
THE TREASURER SHALL:
1) Have the custody of all monies and securities of the
Corporation and shall keep regular books of account.
2) Perform all duties incidental to his office as directed of
him by the Board of Directors and the President.
ARTICLE IV STOCK
A) The certificates representing shares of the Corporation's stock
shall be in such form as shall be adopted by the Board of Directors, numbered
and registered in the order issued. The certificates shall bear the following;
the holders name, the number of shares of stock, the signature either of the
Chairman of the Board or the President, and either the
Secretary or Treasurer.
B) No certificate shall be issued until the full amount of
consideration has been paid, except as otherwise provided by law.
C) Each share of stock shall entitle the holder to one vote.
ARTICLE V DIVIDENDS
DIVIDENDS may be declared and paid out of any funds available therefore, as
often, in such amounts as the Board of Directors may determine, except as
limited by law.
ARTICLE VI FISCAL YEAR
THE FISCAL YEAR of the Corporation shall be determined by the Board of
Directors.
ARTICLE VII INDEMNIFICATION
PURSUANT TO NRS 78.751 any person who is a Director, Officer, Employee, or Agent
of this Corporation, who becomes a party to an action is entitled to
indemnification against expenses including attorney fees, judgments, fines and
amounts paid in settlement, if he acted in good faith and he reasoned his
conduct or action to be in the best interest of the Corporation.
ARTICLE VIII AMENDMENTS
A) STOCKHOLDERS shall have the authority to amend or repeal all the
by-laws of the Corporation and enact new by-laws affirmative vote of the
majority of the outstanding shares of stock entitles to vote.
B) THE BOARD OF DIRECTORS shall have the authority to amend, repeal, or
adopt new by-laws of the Corporation, but shall not alter or repeal any by-laws
adopted by the stockholders of the Corporation.
