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EX-3.2
Exhibit 3.2
By-Laws
BY - LAWS
OF
KIT KARSON CORPORATION
ARTICLE 1. NAME, SEAL AND OFFICES, ETC.
SECTION 1. NAME: KIT KARSON CORPORATION
The name of the corporation is KIT KARSON CORPORATION
SECTION 2. SEAL:
The seal of the corporation shall be in such form, as the Board
of Directors shall from time to time prescribe.
SECTION 3. OFFICES:
The registered office of the corporation shall be in the City of
Spokane, State of Washington. The corporation may also have offices at such
other places within or without the State of Washington, as the Board of
Directors may from time to time establish.
SECTON 4. BOOK OF BY-LAWS:
These By-Laws shall be recorded in a book kept in the registered
office of the corporation, to be known as the book of By-Laws, and no
By-Laws, or repeal or amendment thereof, shall take effect until so recorded.
Said book may be inspected at said office by any shareholder during office
hours of each day except holidays.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS OF SHAREHOLDERS:
The annual meeting of the Shareholders for the election of
directors and for such other business as may be laid before such meeting
shall be held in the registered office of tine corporation, or at such other
place within or without the State of Washington as the Board of Directors may
from time to time appoint, on the ______ unless that day shall be a legal
holiday whether or not mentioned in the notice. Any
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corporate business can be transacted at such meeting.
SECTION 2. SPECIAL MEETINGS OF SHAREHOLDERS:
Special meetings of the Shareholders may be called at any time by
the Board of Directors, and the Shareholders may meet at any convenient
place, within or without the State of Washington, designated in the call for
such meeting. If more than eighteen months are allowed to elapse without the
annual Shareholders' meetings being held, any Shareholder may call such
meeting to be held at the registered office of the corporation. At any time,
upon written request of any director, or any Shareholder or Shareholders
holding in the aggregate one-fifth of the voting power of all Shareholders,
it shall be the duty of the Secretary to call a special meeting of
Shareholders to be held at the registered office of the corporation at such
tine as the Secretary may fix, not less than fifteen nor more than
thirty-five days after the receipt of said request, and if the Secretary
shall neglect or refuse to issue such call, the director or Shareholder or
Shareholders making the request may do so.
SECTION 3. ADJOURNED MEETINGS:
Any adjournment or adjournments of any annual or special meeting may
be taken without a new notice being given.
SECTION 4. NOTICE OF MEETINGS:
A written notice of the time, place, and purpose of meetings, including annual
meetings, shall be given by the Secretary or other person authorized so to do,
to all Shareholders entitled to vote at such meeting, at least ten days prior to
the day named for the meeting. If such written notice is placed in the United
States mail, postage prepaid, addressed to a Shareholder at his last known post
office address, notice shall be deemed to have been given him.
SECTION 5. WAIVER OF NOTICE:
Notice of tine, place and purpose of any meeting of shareholders
may be waived by the written assent of a Shareholder entitled to notice filed
with or entered upon the records of the meeting before or after the holding
thereof.
SECTION 6. ACTION WITHOUT FORMAL MEETING:
Any action which, under any provision of the laws of Washington or the
Articles or By-Laws, may be taken at a meeting of Shareholders, may be taken
without a meeting if authorized by a writing signed by all of the holders of
shares who would be entitled to notice of meeting for such purpose. Whenever
a certificate in respect to any such action is required by the laws of
Washington to be filed in the office of the County Recorder or in the office
of the Secretary of State, the officers signing the same shall therein state
that the section was authorized in the manner aforesaid.
SECTION 7. WAIVER OF INVALID CALL OR NOTICE:
When all the Shareholders of this corporation are present at any
meeting, however called or notified, and sign a written consent thereto on
the record of such meeting, the doings of such meeting are as valid as if had
at a meeting legally called and notified.
SECTION 8. VOTING:
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Every Shareholder shall have the right at every Shareholders'
meeting to one vote for every share of stock standing in his or her name on
the books of the corporation on the record date fixed as hereinafter
provided, or, if no such date has been fixed, ten days prior to the time of
the meeting, and in voting for directors, but not otherwise, he may cumulate
his votes in the manner and to the extent permitted by the laws of the State
of Washington.
The Board of Directors may fix a time not more than forty days
prior to the date of any meeting of the Shareholders as the record date as of
which Shareholders entitled to notice of and to vote at such meeting shall be
determined.
At each meeting of the Shareholders, a full, true and complete
list, in alphabetical order, of all the Shareholders entitled to vote at such
meeting, and indicating the number of shares held by each, certified by the
Secretary or transfer agent, shall be furnished, which list shall be open to
the inspection of the Shareholders.
Shareholders may vote at all meetings, either in person or by
proxy appointed by instrument in writing, subscribed by the Shareholder or by
his duly authorized attorney-in-fact, executed and filed with the Secretary
not less than one day before the meeting which shall be named therein.
Shareholders may also be represented at all meetings by persons holding
general power of attorney.
At least twenty-four hours prior to any meeting, powers of
attorney or proxies shall be submitted to the Secretary for examination. The
certificate of the Secretary as to the regularity of such powers of attorney
or proxies and as to the number of shares held by the persons who severally
and respectively executed such powers of attorney or proxies shall be
received as prima facie evidence of the number of shares held by the holder
of such powers of attorney or proxies for the purpose of establishing the
presence of a quorum at such meeting and for organizing the same, and for all
other purposes.
SECTION 9. QUORUM:
Except as otherwise provided in the Articles of Incorporation, at
any meeting of the Shareholders, the presence, in person or by proxy, of the
holders of a majority of the voting power of all Shareholders shall
constitute a quorum. The Shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum. If a Shareholders' meeting
cannot be organized because a quorum has not attended, those Shareholders
present may adjourn the meeting to such time and place as they may determine,
but in case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a majority
of the voting power of all Shareholders, shall, nevertheless, constitute a
quorum for the purpose of electing directors.
Whenever all Shareholders entitled to vote at any meeting consent
either by writing on the records of the meeting or filed with the Secretary of
the corporation or by presence at such meeting, an oral consent
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entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting without objection, the
doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed and at such meeting any business may be transacted which
is not excepted from the written consent or to the consideration of which no
objection from want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent provided a quorum was present
at such meeting, the proceedings of said meeting may be ratified and approved
and tendered likewise valid and the irregularity or defect therein waived by
a writing signed by all the Shareholders having the right to vote at such
meeting and such consent or approval of Shareholders may be by proxy or power
of attorney in writing.
ARTICLE III. DIRECTORS
SECTION 1. NUMBER AND ELECTION:
THE BUSINESS OF THE CORPORATION SHALL BE MANAGED BY A BOARD OF AT LEAST THREE
(3) DIRECTORS OR OF SUCH OTHER NUMBER (WHICH SHALL NOT BE LESS THAN THREE) AS
MAY BE DETERMINED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. DIRECTORS MUST
BE SHAREHOLDERS. A DIRECTOR SHALL HOLD OFFICE FOR THE TERM FOR WHICH HE WAS
NAMED OR ELECTED AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED, EXCEPT
AS HEREINAFTER OTHERWISE PROVIDED. DIRECTORS SHALL BE CHOSEN BY BALLOT.
SECTION 2. ANNUAL MEETINGS:
The Board of Directors may hold its first annual meeting and all
subsequent annual meetings after its election by the Shareholders,
without notice and at such place within or without the State of
Washington as the Board of Directors may from time to time appoint, for
the purpose of organization, the election of officers, and the
transaction of other business. At such meetings the Board shall elect a
President, a Secretary and a Treasurer, and may elect one or more
Vice-Presidents, an Assistant Secretary, and an Assistant Treasurer.
SECTION 3. SPECIAL MEETINGS:
Special meetings of the Board of Directors may be called by the
President or any Vice-President or by any two members of the Board of Directors.
SECTION 4. NOTICE OF MEETINGS:
Notice of all directors' meetings, except as herein otherwise
provided, shall be given either by mail, telegraph, or personal service of
notice, oral or written, at such time or times as the person or persons
calling the meeting may deem reasonable but in no event upon less than one
day's notice.
Special meetings of the Board may be held at such place within or
without the State of Washington as the Board of Directors may from time to
time appoint. Notice of any meeting may be waived by any director entitled to
notice before or after the holding thereof by his written or oral assent and
the presence of any director at any meeting, even though without any notice,
shall Constitute a waiver of notice. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at any directors' meeting.
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SECTION 5. QUORUM:
At all meetings of the Board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at any meeting
at which a quorum is present shall be the acts of the Board of Directors,
except as may be otherwise specifically provided for herein or by law.
If at any meeting there is less than a quorum present, a majority
of those present may adjourn the meeting from time to time without further
notice to any absent director.
SECTION 6. REMOVAL:
A director may be removed either with or without cause, by
two-thirds of the vote of the Shareholders at a special meeting called for that
purpose.
SECTION 7. VACANCIES:
Any vacancy in the Board of Directors occurring during the year may be
filled for the unexpired portion of the term and until a successor is
elected and qualified, either
(a) At the next annual meeting of Shareholders or at any special
meeting of Shareholders duly called for that purpose and held
prior thereto, or
(b) By a majority of the remaining members of the Board, provided
there is not less than one remaining member qualified to act.
SECTION 3. POWERS:
All the corporate powers, except such as are otherwise provided
for in the Articles of Incorporation, in these By-Laws and by the laws of the
State of Washington, shall be and are hereby vested in and shall be exercised
by the Board of Directors.
SECTION 9. EXECUTIVE COMMITTEE:
The Board of Directors may, by resolution passed by a majority of
the whole Board, designate two or more of their number to Constitute an
Executive Committee to serve during the pleasure of the Board, which
Committee shall have and exercise the authority of the Board in the
management of the business of the corporation to the extent authorized by
said resolution. All actions taken by the Executive Committee shall be
reported to the Board of Directors at its meeting next succeeding such
action, and shall be subject to revision or alteration by the Board;
providing, however, that no rights or acts of third parties shall be affected
by any such revision or alteration.
A majority of the Executive Committee present at a meeting
thereof shall constitute a quorum. Vacancies in the Executive Committee shall
be filled by the Board of Directors. The Executive Committee shall fix its
own rules of procedure including the time and place of and method or manner
of calling meetings thereof.
ARTICLE IV. OFFICERS
SECTION 1. OFFICERS:
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The officers of the corporation shall be a President, Secretary,
and Treasurer and at the discretion of the Board of Directors, one or more
Vice-Presidents and an Assistant Secretary, and an Assistant Treasurer, each
of whom shall be elected at a meeting of and by the Board of Directors.
Any officer may resign by mailing a notice of resignation to the
registered office of the corporation or such other office as may be
designated by the Board of Directors. To the extent permitted by law, the
resignation shall become effective at the time designated in the notice of
resignation, but in no event earlier than its receipt by the Secretary or
Assistant Secretary of the corporation.
In case of a vacancy of any of said offices for any reason, the
Board of Directors shall at any regular or special meeting, elect a successor
who shall hold for the unexpired term of his predecessor.
The office of Secretary and Treasurer may be held by the same
person. The office of Vice-President may be combined in one person with any
one of the following: Secretary, Treasurer, Assistant Secretary or Assistant
Treasurer.
The Board of Directors may appoint such other officers and agents
as may be necessary for the business of the corporation.
Any officer or agent may be removed by the Board of Directors
whenever in their judgment the interest of the corporation may be served
thereby; such removal, however, shall be without prejudice to the contract
rights of the person so removed.
SECTION 2. PRESIDENT:
The President shall preside at all meetings of the Shareholders
and directors. He shall see that all orders and resolutions of the Board are
carried into effect, shall execute all deeds, mortgages, bonds or documents
authorized by the Board of Directors, and shall sign as President all
certificates of stock, all contracts, and other instruments, in writing,
excepting only those which are specifically provided to be signed by others.
He shall from tine to time, as requested, report to the Board all of the
matters within his knowledge of interest to the corporation, and shall also
perform such duties as may be required by the State of Washington these
By-Laws, and by order of the Board of Directors.
SECTION 3. VICE-PRESIDENT:
The Vice-President shall be vested with all the powers and shall
perform all the duties of the President in the absence or disability of the
latter.
SECTION 4. TREASURER:
The Treasurer shall be custodian of the corporation's moneys and
securities, and shall deposit and withdraw the same in the corporation's name
as directed by the Board of Directors; he shall keep a record of his accounts
and report to the Board of Directors as requested.
SECTION 5. SECRETARY:
The Secretary shall keep a record of the meetings of the
Shareholders and Board of Directors, He shall keep the books of certificates
of stock, fill out and sign all certificates of stock issued, and make
corresponding entries on the margin or stub of such book. He shall keep a
debit and credit form, showing the
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number of shares issued to and transferred by the Shareholders and the dates
thereof. He shall keep the corporate seal and shall affix same to
certificates of stock and other corporate instruments, and shall make such
acknowledgment: as may be required on behalf of the corporation. He shall
perform duties as may be prescribed by the Board of Directors. The Secretary
shall give or cause to be given, notice of all meetings of Shareholders and
Board of Directors, and all other notices required by the laws of the Stare
of Washington, or by these By-Laws.
SECTION 6. ASSISTANT TREASURER AND ASSISTANT SECRETARY:
The Assistant Treasurer and Assistant Secretary shall be vested with
all the powers and shall perform all the duties of the Treasurer and Secretary,
respectively, in the absence of disability of the Treasurer or Secretary as the
case may be.
SECTION 7. SALARY:
The salaries of all officers shall be fixed by the Board of
Directors and the fact that any officer is a director shall not preclude him
from receiving a salary or from voting on the resolutions providing for the
same.
ARTICLE V. STOCK
SECTION 1. CERTIFICATES OF STOCK:
Each Shareholder shall be entitled to a certificate of stock signed
by the President and the Secretary, or by such other officers as are authorized
by these By-Laws or by the Board of Directors. When any certificate of stock is
signed by a transfer agent or registrar, the signature of any such corporate
officers and the corporate seal upon such certification may be a facsimile,
engraved or printed.
Certificates of stock shall be numbered in the order of issuance
thereof and, except insofar as prescribed by law, shall be in such form as the
Board of Directors may determine.
SECTION 2. TRANSFER OF SHARES:
Transfer of shares of stock shall be made on the books of the
corporation only by the holder in person or by written power or attorney duly
executed and witnesses and upon surrender of the certificate or certificates of
such shares.
SECTION 3. TRANSFER AGENT AND REGISTRAR:
The Board of Directors may appoint either a transfer agent or
registrar, or both of them.
SECTION 4. STOCK TRANSFER BOOKS:
Stock transfer books may be closed for not exceeding forty days
next preceding the meeting of Shareholders and for the payment of dividends
during such periods as may be fixed from time to time by the Board of
Directors. During such periods no stock shall be transferable.
SECTION 5. LOST OR DESTROYED CERTIFICATES:
In case of loss or destruction of a certificate of stock of this
corporation, another certificate may be issued in its place upon proof of
such loss or destruction and the giving of a bond of indemnity or other
security satisfactory to the Board of Directors.
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ARTICLE VI. REPEAL OR AMENDMENT OF BY-LAWS
SECTION 1. BY THE SHAREHOLDERS:
The power to make, amend, or repeal By-Laws shall be in the
Shareholders, and By-Laws may be repealed or amended or new By-Laws may be
adopted at any annual Shareholders' meeting, or at any special meeting of the
Shareholders called for that purpose, by a vote representing a majority of
the allotted shares, or by written consent duly acknowledged in the same
manner as conveyances .of real estate required by law to be acknowledged of
the holders of a majority of the allotted shares, which written consent may
be in one or more instruments.
SECTION 2. BY THE DIRECTORS:
Subject to the power of the Shareholders to make, amend or repeal
any By-Laws made by the Board of-Directors, a majority of the whole Board of
Directors at any meeting thereof shall have the power to repeal and amend
these By-Laws and to adopt new By-Laws. The foregoing By-Laws were regularly,
adopted at the first meeting of the Shareholders of the corporation held on
the ________ day of ________________ , 2000, at ____________________________,
by a majority of the allotted capital stock.
s/__________________________
s/__________________________
We, the undersigned, constituting (a) a majority of the Board of
Directors, and (b) the Secretary of the above named corporation, certify that
the foregoing is a true and exact copy of the By-Laws of the corporation duly
adopted at a meeting of the Shareholders of the corporation held on the ______
day of ______________, 2000.
S/_______________________________
S/_______________________________
S/_______________________________
