Java Solutions, Inc.
BY-LAWS
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETING. An annual meeting of the stockholders, for the election
of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the
meeting, shall be held at such place on such date, and at such time as
the Board of Directors shall each year fix, which date shall be within
thirteen months subsequent to the later of the date of incorporation or
the last annual meeting of stockholders.
2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose
or purposes prescribed in the notice of the meeting, may be called by
the Board of Directors for the chief executive officer and shall be
held at such place, on such date, and at such time as they or he shall
fix.
3. NOTICE OF MEETINGS. Written notice of the place, date and time of all
meetings of the stockholders shall be given, not less than ten days nor
more than sixty days before date on which the meeting shall be held, to
each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by the Business Corporation Act of the
State of Nevada or the Articles of Corporation.
When a meeting is adjourned to another place, date or time written
notice need not be given of the adjourned meeting if the place, date
and time thereof are announce at the meeting at which the adjournment
is taken; provided, however, that if the date of any adjourned meeting
is more that thirty days after the date for which the meeting as
originally noticed, or if a new record date is fixed for the adjourned
meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting
any, business may be transacted which might have been transacted at the
original meeting.
4. QUORUM. At any meeting of the stockholders, the holders of a majority
of all of the shares of the stock entitled to vote at the meeting, in
person or by proxy, shall constitute a quorum for purposes, unless or
except to the extent that the presence of a larger number may be
required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shared of the stock
entitled to vote who are present, in person or by proxy, may adjourn
the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, than except as otherwise
requires by law, those present at such adjourned meeting shall
constitute a quorum, and all matters shall be determined by a majority
of the votes cast as at such meeting.
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5. ORGANIZATION. Such person as the Board of Directors may have designated
or in the absence of such a person, the highest ranking officer of the
Corporation who is present shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the secretary of the meeting shall be
such person as the chairman appoints.
6. CONDUCT OF BUSINESS. The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.
7. PROXIES AND VOTING. At any meeting of the stockholders, every
stockholder entitled to vote any vote in person or by proxy authorized
by an instrument in writing filed in accordance with the procedure
established for the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the
meeting except as otherwise provided herein or required by law.
All voting, except on the election of director and where otherwise
required by law, shall be held by a voice vote; provided, however, that
upon demand thereof by a stockholder entitled to vote or his proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots,
each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure
established for the meeting. Every vote taken by ballots shall be
counted by an inspector appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be
determined by a majority.
8. STOCK LIST. A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each class
of stock and showing the address of each such stockholder and the
number of shares registered in his name, shall be open to the
examination of any such stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least ten
(10) days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice
of the meeting, or if not specified, at the place where the meeting is
to be held.
The stock list shall be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the
number of shares held by each of them.
ARTICLE II
BOARD OF DIRECTORS
1. NUMBER AND TERM OF OFFICE. The number of directors who shall constitute
the whole board shall not be less than one nor more than twenty. Each
director shall be elected for a term of one year and until his
successor is elected and qualified, except as otherwise provided herein
or required by law. Any decrease in the authorized number of directors
shall not become effective until the expiration of the term of the
directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the
decrease.
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2. VACANCIES. If the office of any director becomes vacant by reason of
death, resignation, disqualification, removal or other cause, a
majority of the directors remaining in office, although less than a
quorum, may elect a successor for the unexpired term and until his
successor is elected and qualified.
3. REGULAR MEETINGS. Regular meetings of the Board of Director shall be
held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall
not be required.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by one-third of the directors then in office if by the chief
executive officer and shall be held at such place, on such date and at
such time as they or he shall fix. Notice of the place, date and time
of each such special meeting shall be given to each director by whom it
is not waived by mailing written notice no;t less than three days
before the meeting of by telegraphing the same not less than 18 hours
before the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transferred at a special meeting.
5. QUORUM. At any of meeting of the Board of Directors, one-third of the
total number of the whole board, but never less than two, shall
constitute a quorum for all purposes. If a quorum shall fail to attend
any meeting, a majority of those present may adjourn the meeting to
another place, date, or time without further notice or waiver thereof.
6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board
of Directors, or any committee thereof may participate in a meeting of
such board or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the
meeting to hear each other. Such participation shall constitute
presence in person at such meeting.
7. CONDUCT OF BUSINESS. At any meeting of the Board of Directors, business
shall be transacted in such order and manner as the board may from time
to time determine, and all matters shall be determine by the vote of a
majority of the director present, except as otherwise provided herein
or required by law. Action may be taken by the Board of Directors
without a meeting if all members thereof consent thereto in writing and
the writing or writings are filed with the minutes of the proceedings
of the Board of Directors.
8. POWERS. The Board of Directors may, except as otherwise required by
law, exercise all such powers and so all such things as may be
exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power.
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or other acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form
as it may determine of written obligations of every kind,
negotiable or non-negotiable, secured, or unsecured, and to do
all things necessary in connection therewith;
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(4) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties
of any officer upon any other person for the being;
(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers and
agents of the Corporation and its subsidiaries as it may
determine;
(7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers and agents of the
Corporation and its subsidiaries as it may determine; and
(8) To adopt from time to time regulations, nor inconsistent with
these by-laws, for the management of the Corporation's
business and affairs.
ARTICLE III
COMMITTEES
1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by a vote
of a majority of the whole board, may from time to time designate
committees of the board, with such lawfully delegatable powers and
duties as it thereby confers, to serve at the pleasure of the board and
shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating,
if it desires, other directors as alternative members who may replace
any absent or disqualified member at any meeting of the committee. Any
committee so designated may exercise the power and authority of the
Board of Directors to declare a dividend or to authorize the issuance
of stock of the resolution which designated the committee or a
supplemental resolution of the Board of Directors shall so provide. In
the absence or disqualification of any member of any of any committee
and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of directors to act at the meeting
in the place of the absent or disqualified member.
2. CONDUCT OF BUSINESS. Each Committee may determine the procedural rules
for meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to manners of all meetings;
one-third of the members shall constitute a quorum unless the committee
shall consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority
vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE IV
OFFICERS
1. GENERALLY. The officers of the Corporation shall consist of a
president, one or more vice- presidents, a secretary, a treasurer and
such other subordinate officers as may from time to time be appointed
by the Board of Directors. Officers shall be elected by the Board of
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Directors, which shall consider that subject at its first meeting after
every annual meeting of stockholders. Each officer shall hold his
office until his successor is elected and qualified or until his
earlier resignation or removal. The President shall be a member of the
Board of Directors. Any number of offices may be held by the same
person.
2. PRESIDENT. The president shall be the chief executive officer of the
Corporation. Subject to the provisions of these by-laws and to the
direction of the Board of directors, he shall have the responsibility
for the general management and control of the affairs and business of
the Corporation and shall perform all the duties and have all the
powers which are delegated to him by the Board of Directors. He shall
have power to sign all stock certificates, contracts and other
instruments of the Corporation which are authorized. He shall have
general supervision and direction of all of the other officers and
agents of the Corporation.
3. VICE PRESIDENTS. Each Vice-President shall perform such duties as the
Board of Directors shall prescribe. In the absence or disabilities of
the President, the Vice-President who has served in such capacity for
the longest time shall perform the duties and exercise the powers of
the President.
4. TREASURER. The Treasurer shall have the custody of all monies and
securities of the Corporation and shall keep regular books of account.
He shall make such disbursements of the funds of the Corporation as are
proper and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation.
5. SECRETARY. The Secretary shall issue all authorized notices for, and
shall deep minutes of all meetings of the stockholders and the Board of
Directors. He shall have charge of the corporate books.
6. DELEGATION OF AUTHORITY. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officer or
agents, notwithstanding any provision hereof.
7. REMOVAL. Any officer of the Corporation may be removed at any time with
or without cause by the Board of Directors.
8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless
otherwise directed by the Board of directors, the President shall have
power to vote and otherwise act on behalf of the Corporation, in person
or by proxy, at any meeting of the stockholders of or with respect to
any action of stockholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise any and all
rights and powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.
ARTICLE V
RIGHT OF INDEMNIFICATION OF DIRECTOR, OFFICERS AND OTHERS
1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is
threatened to be a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person for
whom he or she is the legal representative is or was a director or
officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director or officer, employee or
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agent of another corporation, or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Nevada Business Corporation Act,
as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent such amendment permits the
Corporation to provide broader indemnification right than said law
permitted the Corporation to provide broader indemnification fight than
said law permitted the Corporation to provide prior to such amendment)
against all expenses, liability and loss (including attorney's fees,
judgments, fines, FRISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith. Such right shall be a contract right
and shall include the right to be paid by the Corporation for expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the Corporation in his or her
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director of
officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of such proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if
it should be determined ultimately that such director or offices is not
entitled to be indemnified under this section or otherwise.
2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 is not paid
in full by the Corporation within 90 days after a written claim has
been received by the Corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the
Texas Business Corporation Act for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or it
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in the Texas Business Corporation Act, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that claimant had not met the applicable
standard of conduct.
3. NON-EXCLUSIVITY OF RIGHTS. The rights conferred by Sections 1 and 2
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of the stockholders or
disinterested directors or otherwise.
4. INSURANCE. The Corporation may maintain insurance, at its expense, to
protect itself and any such director, officer, employee or agent of the
Corporation or any other corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability oil loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Texas Business
Corporation Act.
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ARTICLE VI
STOCK
1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate signed by, or in the name if the Corporation by, the
President or a vice-president, and by the Secretary or and assistant
secretary, or the Treasurer or an assistant treasurer, certifying the
number of shares owned by him. Any of or all the signatures on the
certificate may be facsimile.
2. TRANSFERS OF STOCK. Transfers of stock shall be made only upon the
transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
corporation. Except where a certificate is issued in accordance with
Section 4 of Article VI of these by-laws, an outstanding certificate
for the number of shares involved shall be surrendered for cancellation
before a new certificate is issued therefor.
3. RECORD DATE. The Board of Directors may fix a record date, which shall
not be more than 60 nor less than 10 days before the date of any
meeting of stockholders, nor more than 60 days prior to the time for
the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: to notice of or to vote
at any meeting of stockholders or any adjournment thereof; to express
consent to corporate action in writing without a meeting; to receive
payment of any dividend or other distribution or allotment of any
rights; or the exercise any rights with respect to any change,
conversion or exchange of stock or with respect to any other lawful
action.
4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss, theft
or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of directors may
establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
5. REGULATIONS. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as
the Board of Directors may establish.
6. CAPITAL STOCK - AUTHORIZATION AND ISSUANCE. The total number of shares
of all classes of stock which the Corporation shall have the authority
to issue is TWENTY-FIVE MILLION (25,000,000) shares of which all
TWENTY-FIVE MILLION (25,000,000) shares, designated as Common Stock,
shall have a par value of One Millicent ($0.001) per share.
A statement of the preferences, limitations and relative rights with
respect to the shares of Common Stock is as follows:
B. COMMON STOCK:
Subject to limitations set forth herein, the holders of the
shares of the Common Stock shall be entitled to receive
dividends when and as declared by the Board of Directors out
of any funds legally available therefor. In the event of any
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after payment in full of the
amounts which the holders of the shares of the Series
Preferred Stock are entitled to receive in such event, the
remaining assets of the Corporation shall be distributed
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ratably to the holders of the shares of the Common Stock. Each
holder of record of Common Stock shall be entitled to one vote
for each share held.
1. CUMULATIVE VOTING RESTRICTION. The share holders of the
Corporation shall not have cumulative voting rights in the
election of directors.
2. PREEMPTIVE RIGHTS RESTRICTION. The Stockholders of the
Corporation shall not have any preemptive rights. No holder of
any of the shares of any class of stock of this Corporation
shall be entitled to the right to subscribe for, purchase, or
otherwise acquire any shares of any class of the Stock of this
Corporation which the Corporation proposes to issue or any
rights or options which the Corporation proposes to grant for
the purchase of shares of any class of the Corporation or for
the purchase of any shares, bonds, securities, or obligations
of the Corporation which are convertible into or exchangeable
for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the Corporation; and
any and all of such shares, bonds, securities, or obligations
of the Corporation, whether now or hereafter authorized or
created, may be issued, or may be reissued or transferred if
the same have been re-acquired and have treasury status, and
any and all of such rights and options may be granted by the
Board of Directors to such persons, firms, corporations, and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to
any said holder.
7. CAPITAL DISTRIBUTIONS TO STOCKHOLDERS.
(a) The Board of Directors may from time to time
distribute to the stockholders in partial
liquidation, out of the stated capital surplus of the
Corporation, a portion of its assets, in cash or
property, subject to the limitations contained in the
statutes of Texas.
(b) Whenever the Corporation shall be engaged in the
business of exploiting natural resources, dividends
may be declared and paid in cash and/or kind out of
the depletion reserves at the discretion of the Board
of Directors and in conformity with the statutes of
Texas.
ARTICLE VII
NOTICES
1. NOTICES. Whenever notice is required to be given to any stockholder,
director, officer, employee or agent, such requirement shall not be
construed to mean personal notice. Such notice may in every instance be
effectively given by depositing a writing in a post office or letter
box, in a postpaid, sealed wrapper, or by dispatching a prepaid
telegram, addressed to such stockholder, director, officer, employee or
agent at his or her address as the same appears on the books of the
Corporation. The time when such notice is dispatched shall be the time
of the giving of the notice.
2. WAIVERS. A written waiver of any notice, signed by a stockholder
director, officer, employee or agent, whether before or after the time
of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder,
director, officer, employee or agent. Neither the business nor the
purpose of any meeting need be specified in such a waiver.
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ARTICLE VIII
MISCELLANEOUS
1. FACSIMILE SIGNATURE. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these
by-laws, facsimile signatures of any director or officer of the
Corporation may be used whenever and as authorized by the Board of
Directors or a committee thereof.
2. CORPORATE SEAL. The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in charge
of the secretary. If and when so directed by the Board of Directors or
a committee thereof, a duplicate of the seal may be kept and used by
the treasurer or by the assistant secretary of assistant treasurer.
3. RELIANCE UPON BOOKS, REPORTS, AND RECORDS. Each director, each member
of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in performance of his duties, be fully
protected in relying in good faith upon the books of account or records
of the corporation, including reports made to Corporation by any of its
officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
4. FISCAL YEAR. The fiscal year of the Corporation shall be as fixed by
the Board of Directors.
5. TIME PERIODS. In applying any provision of these by-laws which require
that an act be done during a period of specified number of days prior
to an event, calendar days shall be used of the doing of the act shall
be excluded, and the day of the event shall be included.
6. BANK ACCOUNT AND LOAN AUTHORIZATION. Resolutions required by the banks
and/or other depository and lending institutions which refer to Board
of Directors resolutions may be signed by two officers of the
Corporation one of which shall be the President or Vice-President or
assistant Vice-President and the other endorsement shall be the
Secretary-Treasurer, Secretary or Assistant Secretary. This section
shall confirm the Board of Directors Agreement to the signing if such
resolutions which ar legally required by such bank and/or deposit or
loan institution. A copy of such resolution shall be immediately filled
in the records in and the minute books of the corporation.
ARTICLE IX
AMENDMENTS
These by-laws may be amended or repealed by the Board of Directors at any
meeting or by stockholders.
Certificate: The undersigned, being the duly elected and acting Secretary of
Java Solutions, Inc., a Nevada corporation, hereby certifies the foregoing
By-laws of such corporation duly adopted by its Board of Directors.
Java Solutions, Inc.
/s/ Shannon Sherer
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Secretary
