BY-LAWS
OF
ELDORADO GOLD & EXPLORATION, INC.
(A Florida corporation)
ARTICLE I
STOCK CERTIFICATES
1.1 ISSUANCE. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
1.2 FORM. Certificates representing shares in this corporation shall be
signed by the president or vice president and a secretary or an assistant
secretary and may be sealed with the seal of this corporation or facsimiles if
the certificate is manually signed on behalf of a transfer agent or registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance.
Every certificate representing shares which are restricted as to sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of such restrictions.
Each certificate representing shares shall state upon the face thereof:
The name of the corporation; that the corporation is organized under the laws of
this State; the name of the person or persons to whom it is issued; the number
and class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or statement that the shares are without par value.
1.3 TRANSFER OF STOCK. The stock of the corporation shall be
assignable and transferable on the books of the corporation only by the person
in whose name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the secretary. In all cases
of transfer, the former certificate must be surrendered and cancelled before a
new certificate is issued.
1.4. LOST, STOLEN OR DESTROYED CERTIFICATES. If a shareholder shall
have claimed to have lost or destroyed a certificate or certificates of stock
issued by the corporation, the board of directors may direct, at its discretion,
a new certificate or certificates issued, upon the making of an affidavit of the
fact by the person claiming the certificate of stock to be lost or destroyed,
and upon the deposit of a bond or other indemnity in such amount and with such
surety, if any, as the board may require.
<PAGE>
1.5 FRACTIONAL SHARE INTEREST. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interest by those entitled thereto; or (2) pay in cash the fair value of
fractions of a share as to the time when those entitled to receive such
fractions are determined; or (3) issue script or warrants in registered or
bearer form which shall entitle the holder to receive a certificate for a full
share upon the surrender of such script or warrants aggregating a full share. A
certificate for a fractional share shall, but script or warrant shall not unless
otherwise provided therein, entitle the holder to exercise voting rights,
receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation. 9he board of directors may cause script
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing full shares before a specified
date, or subject to the conditions that the shares for which script or warrants
are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of script or warrants, or subject to any other
conditions which the board of directors may impose.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders of this
corporation shall be held sixty (60) days after the receipt of the financial
statements of the preceding fiscal year at a place designated by the board of
directors of the corporation. The annual meeting of the shareholders for any
year shall be held no later than thirteen (13) months after the last preceding
annual meeting of shareholders. Business transacted at the annual meeting shall
include the election of directors of the corporation.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders shall be
held when directed by the president or the board of directors or when requested
in writing by the holders of not less than ten percent (10%) of the shares
entitled to vote at the meeting. A meeting requested by shareholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after the
request is made, unless the shareholders requesting the meeting designate a
later date. The secretary shall issue the call for the meeting, unless the
president, board of directors or shareholders requesting the meeting shall
designate another person to do so.
2.3. PLACE. Both annual and special meetings of shareholders may be
held within or without the State of Florida.
2.4 NOTICE. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the president, the secretary or the officer or person
calling the meeting to each shareholder 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 shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
2.5 NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting to which the adjournment is taken, and at the
adjournment meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment, the board of directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this
section to each shareholder of record on the new record date entitled to vote at
such meeting.
<PAGE>
2.6 CLOSING OF TRANSFER BOOKS AND FIXING 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 entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
purpose, the board of directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60) 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 (10) 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 determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular 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 entitled to notice 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.
Once a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the board of directors fixes a new
record date for the adjourned meeting.
2.7 SHAREHOLDER QUORUM AND VOTING. The majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. When a specified item of business is required to be
voted on by a class or series of stock, a majority of the shares of such class
or series shall constitute a quorum for the transaction of such items of
business by that class or series.
If a quorum is present, an affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at the shareholders meetings, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
2.8 CONDUCT OF MEETING. The meeting of the shareholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting, the chairman of the board, if any; the vice chairman of the
board, if any; the president; a vice president, or, if none of the foregoing is
in office, present and acting, by a chairman to be chosen by the shareholders.
The secretary of the corporation, or in his absence, an assistant secretary,
shall act as secretary of every meeting, but if neither the secretary nor an
assistant secretary is present, the chairman of the meeting shall appoint a
secretary of the meeting.
<PAGE>
2.9 VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at the meeting
of shareholders. Treasury shares, share of stock of this corporation owned by
another corporation (the majority of the voting stock of which is owned or
controlled by this corporation), and shares of stock of this corporation held by
it in a fiduciary capacity shall not be voted, directly or indirectly, at any
such meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Such shareholder shall not have the right to accumulate his votes by
giving one candidate as many votes as the number of directors to be elected at
that time multiplied by the number of his shares, or by distributing such votes
on the same principle among any number of such candidates.
Shares standing in the name of another corporation, the officer may
vote domestic or foreign, agent or proxy designated by the by-laws of the
corporate shareholder; or in the absence of any applicable by-laws, by such
person as the board of directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified copy of the
by-laws or other instrument of the corporate shareholder. In the absence of any
such designation, or in the case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in
that-order, authority to vote such shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his 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 name
2.10 PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney- in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. A signed
proxy is presumed valid. No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it, except
as otherwise provided by law, and such counterpart and such copy of such record,
shall be subject to examination by any holder of record of voting trust
certificates either in person or by agent or attorney, at any reasonable time
for any proper purpose.
<PAGE>
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or such death is received by the corporate officer responsible for
maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present, then that one may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
2.11 'VOTING TRUSTS. Any number of shareholders of this corporation may
create a voting trust for the purpose of conferring upon a trustee or trustees
the right to vote or otherwise represent their shares, as provided by law, where
the counterpart of a voting trust agreement and the copy of the record of the
holders of a voting trust certificate has been deposited with the corporation as
provided by law, such documents shall be subject to the same right of
examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, if authority so to do
be continued 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 or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption or
redeemable shares has been mailed to the holders thereof in a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefore, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
2.12 SHAREHOLDERS' AGREEMENTS. Two or more shareholders of this
corporation may enter an agreement providing for the exercise of voting rights
in the manner provided in agreement or relating to any phase of affairs of the
corporation as provided by law. Nothing therein shall impair the right of this
corporation to treat the shareholders of record as entitled to vote the shares
standing in their names.
2.13 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by
law, these by-laws, or the Articles of Incorporation of this corporation, to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which way be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the shareholders of outstanding stock having less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required by the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.
<PAGE>
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders that have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which the dissenters rights are provided for by law, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with the
further provisions of law regarding the rights of dissenting shareholders.
ARTICLE III
DIRECTORS
3.1 FUNCTIONS All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of the board of directors.
3.2 QUALIFICATION. Directors need not be residents of this state or
shareholders of this corporation.
3.3 COMPENSATION. The board of directors shall have the authority to
fix the compensation of directors.
3.4 DUTIES OF DIRECTORS A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;
(b) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence; or
(c) A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the Articles of Incorporation or
the by-laws, as to matters within its designated authority, which committee the
director reasonably believes to merit competence.
A director shall not be considered to be acting in good faith if he has
knowledge of the matter in question that would cause such reliance described
above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of this
corporation.
3.5 PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of its board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
<PAGE>
3. 6 NUMBER. This corporation shall have a minimum of one director and
a maximum of fifteen (15) directors. The number of directors may be increased or
decreased from time to time by amendment to these by-laws, but no decrease shall
have the effect of shortening the terms of any incumbent director.
3.7 ELECTION AND TERM. Each person named in the Articles of
Incorporation as a member of the initial board of directors, shall hold office
until the first annual meeting of shareholders, and until a successor shall have
been elected and qualified or until his earlier resignation, removal from office
or death.
At the first annual meeting of the shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
3.8 VACANCIES. Any vacancies occurring in the board of directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of the majority of the
remaining directors though less than a quorum of the board of directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
3.9 REMOVAL OF DIRECTORS - At a meeting of the shareholders called
expressly for that purpose, any director or the entire board of directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
3.10 QUORUM IN VOTING. - A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business. 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.
3.11 DIRECTOR CONFLICTS OF INTEREST. No contract or other transaction
between this corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of the directors
are directors or officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such director or
directors are present at the meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or
known to the board of directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or
(b) The fact of such' relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
<PAGE>
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, committee or the
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof, which authorizes, approves or ratifies such contract or transaction.
3.12 EXECUTIVE AND OTHER COMMITTEES. The board of directors, by
resolution adopted by a majority of a full board of directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the board of directors, except that no committee
shall have the authority to:
(a) Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders;
(b) Designate candidates for the office of directors, for the
purposes of proxy solicitation or otherwise.
(c) Fill vacancies in the board of directors or any committee
thereof;
(d) Amend the by-laws;
(e) Authorize or approve the re-acquisition of shares unless
pursuant to a general formula or method specified by the board of directors; or
(f) Authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the board of directors, having acted regarding general
authorization of the issuance for sale of shares, or any contract therefore,
and, in the case of a series, the designation thereof my, pursuant to a general
formula or method specified by the board of directors, by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the terms
of any contract for sale of the shares and to f ix the terms upon which said
shares may be issued or sold, including without limitation, the price, the rate
or manner of payment or dividends, provisions for redemption, sinking fund,
conversion, voting of preferential rights and provisions for other features of a
class of shares, or series of a class of shares, with full power of such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize a statement of the terms of a series for filing with the Department
of State.
The board of directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.
3.13 PLACE OF MEETINGS. Regular and special meetings by the board of
directors may be held within or without the State of Florida. Meetings shall be
held at such place as shall be fixed by the board.
3.14 TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the board
of directors shall be held without notice on the first Monday of the first week
of June each year. Written notice of the time and place of special meetings of
the board of directors shall be given to each director by either personal
delivery, telegram or cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.
<PAGE>
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting or the manner in which it has been called or convened,
except when a director states, at the beginning of a meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at nor the purpose of any regular
or special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the board of directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
The chairman of the board may call meetings of the board of directors, by the
president of the corporation or by any one or more directors.
Members of the board of directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
3.15 ACTION WITHOUT A MEETING. Any action required to be taken at a
meeting of the directors of the corporation, or any action which may be taken at
a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors or all the members of the committee, as the case may be,
is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.
ARTICIE IV
OFFICERS
4.1 OFFICERS. The officers of this corporation consist of a president,
a secretary and a treasurer, each of whom shall be elected by the board of
directors. Such other officers and assistant officers and agents as my be deemed
necessary may be elected or appointed by the board of directors from time to
time. Any two or more off ices may be held by the same person. The failure to
elect a president, secretary or treasurer shall not affect the existence of this
corporation.
4.2 DUTIES. The officers of this corporation shall have the following
duties:
PRESIDENT: The president shall be the chief executive officer of the
corporation, shall have general and active management of business and affairs of
the corporation subject to the directions of the board of directors and shall
preside at all meetings of the shareholders.
<PAGE>
SECRETARY: The secretary shall have custody of, and maintain, all of
the corporate records except the financial records; shall record the minutes of
all meetings of the shareholders and board of directors, send all notices of
meetings out, and perform such other duties as may be prescribed by the board of
directors or the president.
TREASURER: The treasurer has the custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of the
shareholders and whenever else required by the board of directors or the
president, and shall perform such other duties as may be prescribed by the board
of directors or the president.
4.3 REMOVAL OF OFFICERS - Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors whenever, in its
judgment, the best interests of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any of f ice may be filled by the
board of directors, unless the by-laws shall have expressly reserved such powers
to the shareholders.
Removal of any officer shall be without prejudice to the contracts
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
ARTICLE V
BOOKS AND RECORDS
5.1 BOOKS AND RECORDS. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a record of
its shareholders, giving the names and addresses of all the shareholders and the
number, or class and series, if any, of the shares held by each.
Any books, records and minutes may be written form or in any other form
capable of being converted into written form within a reasonable time.
5.2 SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a
holder of record of shares or of voting trust certificates therefore at least
six (6) months immediately preceding his demand or shall be the holder of record
of, or the holder of record of voting trust certificates for, at least five
percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any purposes if relevant, books and records of account, minutes and
records of shareholders and to make extracts therefrom.
5.3 FINANCIAL INFORMATION. Not later than four (4) months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial conditions of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
<PAGE>
Upon written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such filed sheet and profit loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered of f ice of the corporation in this State, shall be kept for at least
five (5) years and shall be subject to inspection during the business hours by
any shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI
DIVIDENDS
The board of directors of this corporation may, from time to time,
declare and the corporation may pay, dividends on its shares in cash, property
or its own shares, except when the corporation is insolvent or when the payment
thereof would be contrary to any restrictions contained in the Article of
Incorporation, subject to the following provisions:
(a) Dividends in cash or in property may be declared and paid,
except as otherwise provided in this section, only out of the unreserved and
unrestricted earned surplus of the corporation or out of capital surplus,
howsoever arising but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized by unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such shares
shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend;
(2) If a dividend is payable in shares without par value, such shares
shall be issued as such stated values that shall be fixed by the board of
directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares in the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividends payable in shares of any class shall be paid the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
<PAGE>
(e) A split up or division of the unissued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not he construed to be a share dividend within the
meaning of this section.
ARTICLE VII
CORPORATE SEAL,
The board of directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon, the following:
ELDORADO GOLD & EXPLORATION, INC.
1980
Florida.
ARTICLE VIII
AMENDMENT
These by-laws may be repealed or amended, and the board of directors
may adopt new by-laws.
