EXHIBIT 2.2
BY-LAWS
OF
INDUSTRIES INTERNATIONAL, INCORPORATED
ARTICLE I
Offices
The principal office of the Corporation in the State of Nevada shall be
located in the City of Las Vegas, County of Clark. The Corporation may have
such other offices, either 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 second
Tuesday of March in each year, beginning in the year 1992 at the hour of 9:00
a.m., for the purpose of electing Directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the Stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the
Directors, and shall be called by the President at the request of the holders
of not less than two-thirds (2/3) of the outstanding shares of the Corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The Directors may designate any place, either within or without the
State, unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the Directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state, unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or
is a special meeting be otherwise called, the place of the meeting shall be
the principal office of the Corporation.
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 purpose or purposes for which the
meeting is called, shall be delivered not less than five (5) nor more than ten
(10) 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 Stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the Stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining Stockholders entitled to notice of or to
vote at any meeting of Stockholders, or any adjournment thereof, or
Stockholders entitled to receive payment of any dividend, or in order to make
a determination of Stockholders for any other proper purpose, the Directors of
the Corporation may provide that the stock transfer books shall be closed for
a stated period but not to exceed, in any case, fourteen (14) days. If the
stock transfer books shall be closed for the purpose of determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders,
such books shall be closed for at least five (5) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more then five (5) days and, in
case of a meeting of stockholders, not less than five (5) days prior to the
date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders, or stockholders
entitled to receive notice of or to vote at a meeting of stockholders, or
stockholders 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
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of Stockholders. When a determination of
Stockholders entitled to vote at any meeting of Stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for the
shares of the Corporation shall make, at least fourteen (14) days before each
meeting of Stockholders, a complete list of the Stockholders entitled to vote
at such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address or and the number of shares held by each, which list, for a
period of fourteen (14) days prior to such meeting, shall be kept on file at
the principal office of the Corporation and shall be subject to inspection by
any Stockholder 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 inspection of any Stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie evidence as to
who are the Stockholders entitled to examine such lists or transfer books are
to vote at the meeting of Stockholders.
7. QUORUM
At any meeting of the Stockholders, two-thirds (2/3) of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum. If less than said number of the outstanding shares
are represented 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
originally notified. The Stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough Stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of Stockholders, a Stockholder may vote by proxy executed
in writing by the Stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of the Corporation before or at the
time of the meeting.
9. VOTING.
Each Stockholder entitled to vote in accordance with the terms and
provisions of the Articles of Incorporation and these By-Laws shall be
entitled to vote one (1) vote, in person or by proxy, for each share of stock
entitled to vote by such shareholder. Upon the demand of any Stockholder, the
vote for Directors and upon any question before the meeting shall be by
ballot. All elections for Directors shall be decided by majority vote except
as otherwise provided by the Articles of incorporation or the laws of this
State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the Stockholders shall be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
S. Reports of committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS
Unless otherwise provided by law, any action required to be taken by at a
meeting of the Shareholders, or any other action which may be taken without 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 the
Shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
Board of Directors
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its Board
of Directors. The Directors shall in all cases act as a Board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper, not inconsistent with
these By-Laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of Directors of the Corporation shall be three (3). Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the Directors shall be held without other notice
than this By-Law immediately after, and at the same place as, the annual
meeting of Stockholders. The Directors may provide, by resolution, the time
and place for the holding of additional regular meetings without other notice
than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the Directors may be called by or at the request of
the President or any Director. The person or persons authorized to call
special meetings of the Directors may fix the place for holding any special
meeting of the Directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least three (3) days
previously thereto by written notice delivered personally, or by telegram, or
mailed to each Director at his business address. When mailed, such notice
shall be deemed to be delivered when deposited in the United States mail, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed delivered when the telegram is delivered to the telegraph company. 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.
6. QUORUM.
At any meeting of the Directors, two (2) shall constitute a quorum for
the transaction of business, but if less than said number is present at a
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.
7. 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 Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created Directorships resulting from and increase in the number of
Directors and vacancies occurring in the Board for any reason except the
removal of directors without cause, may be filled by a vote of the majority of
the Directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of Directors without cause shall be filled
by vote of the Stockholders. A Director elected to fill a vacancy caused by
the resignation, death, or removal shall be elected to hold office for the
unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause by vote of the
Stockholders or by action of the Board. Directors may be removed without cause
only by vote of the Stockholders.
10. RESIGNATION.
A Director may resign at any time by giving written notice to the Board,
the President, or the Secretary of the Corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
Board or such other officer and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to Directors, as such, for their services,
but by resolution of the Board a fixed sum and expenses for actual attendance
at each regular or special meeting of the Board may be authorized. Nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A Director of the Corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before
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.
13. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of two or more
Directors. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV
Officers
1. NUMBER.
The officers of the Corporation shall be a President, a Vice-president, a
Secretary, and a Treasurer, each of whom shall be elected by the Directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation to be elected by the Directors shall be
elected annually at the Regular Meeting of the Directors held after each
annual meeting of the stockholders. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the Directors may be removed
by the Directors whenever in their judgment the best interests of the
Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the
unexpired portion of the term.
5. PRESIDENT.
The President shall be the principal executive officer of the Corporation
and, subject to the control of the Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He shall, when
present, preside at all meetings of the Stockholders and of the Directors. He
may sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Directors or
by these By-Laws to some other officer or agent of the Corporation, or shall
be required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties
as may be prescribed by the Directors from time to time.
6. VICE-PRESIDENT.
In the absence of the President or in the event of his death, inability
or refusal to act, the Vice-President shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon 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.
7. SECRETARY.
The Secretary shall keep the minutes of the Stockholder's and the
Director's meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these By-Laws
or as required, be custodian of the corporate records and the seal of the
Corporation and keep a register of the post office address of each
Stockholder, have general charge of the stock transfer books of the
Corporation and in general perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned him by
the President or by the Directors.
8. TREASURER.
If required by the Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the Directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected in
accordance with these By-Laws and in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President or by the Directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
Directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the Corporation.
ARTICLE V
1. CONTRACTS.
The 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 Directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC.
All check, drafts, or other order for the payment of money, notes or
other evidences of indebtedness issues 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
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 Directors may select.
ARTICLE VI
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Directors. Such certificates shall be signed by
the President and the Secretary or such other officers authorized by law and
by the Directors. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the Stockholder, the number
of shares and the 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 certificate shall be issues until the
former certificates for a like number of shares have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the
Corporation as the Directors may prescribe.
2. TRANSFER OF SHARES.
(a) Upon surrender to the Corporation of the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, 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 shall be entered
on the transfer book of the Corporation which shall be kept at its principal
office.
(b) The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January
in each year and end on the 31st day of December of the same year.
ARTICLE VIII
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 law.
ARTICLE IX
Seal
The Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation, the state
of incorporation, year of incorporation, and the words "Corporate Seal".
ARTICLE X
Waiver of Notice
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, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
Amendments
These By-Laws may be altered, amended, or repealed and new By-Laws may be
adopted by a vote of the Stockholders representing a majority of all the
shares issued and outstanding, at any annual Stockholders' meeting or at any
special Stockholder's meeting when the proposed amendment has been set out in
the notice of such meeting.
DATED: January 28, 1991 ATTEST:
/s/ Ralph L. Jensen
Secretary
