Exhibit 2
Form 10-KSB
Vermillion Ventures, Inc.
BY LAWS
OF
VERMILLION VENTURES INC.
ARTICLE I - OFFICES
The office of the Corporation shall be located in any city
and state designated by the Board of Directors. The Corporation
may also maintain other offices at such other places within or
without the United States as the Board of Directors may, from time
to time, determine.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held, if
called by the Board of Directors within five months after the
close of the fiscal year of the Corporation, for the purpose of
electing directors and transacting such other business as may
properly come before the meeting.
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 10
percent of all 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 if a special meeting be otherwise
called, the place of meeting shall be the principle 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 10 nor more than 50 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.
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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, 30
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
15 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 that 45 days and, in case of a
meeting of stockholders, not less than 15 days prior to the date
on which the particular action requiring such determination of
stockholders entitled to 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 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. QUORUM
At any meeting of stockholders, 50% of the outstanding shares
of the corporation are entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders.
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 as originally notified. The stockholders
present at a duly organized meeting nay continue to transact
business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
7. 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.
8. VOTING
Each stockholder entitled to vote in accordance with the
terms and provisions of the certificate of incorporation and these
by-laws shall be entitled to one vote, in person or by proxy, for
each share of stock entitled to vote held by such stockholders.
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; all
other questions shall be decided by majority vote except as
otherwise provided by the Certificate of Incorporation or the laws
of this state.
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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 nay 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 a minimum
of three and a maximum of twenty-five. Each director shall hold
their 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 two directors. 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 5 days
previously thereto by written notice delivered personally or by
telegram or mailed to each director at his business address. If
nailed, such notice shall be deemed to be delivered when deposited
in the United State's mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting shall
constitute a waiver of a 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, a majority of the directors
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.
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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 an 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 a majority of the directors when 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 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 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 sun 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 taken 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 the 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.
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13. EXECUTIVE AND OTHER COMMITTEES
The board, by resolution, may designate from among its
members an executive committee and other committees, each
consisting of three 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. Any two or more offices may be held by the same
person.
2. ELECTION AND TERM OF OFFICE
The officers of the corporation, to be elected by the
directors, shall be elected at a meeting of the directors held
when determined by the directors. 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 judgement, 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. 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 - CONTRACTS, LOANS, CHECKS AND DEPOSITS
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.
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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 checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued 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 - CERTIFICATES FOR SHARES AND THEIR TRANSFER
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 by the secretary
or by such other officers authorized by law and by the directors.
All certificates for shares shall be consecutively numbered or
otherwise identified. The names and addresses of the stockholders,
the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall 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. TRANSFERS OF SHARES
(a) Upon surrender to the corporation or 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 other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day
of December in each 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 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 stockholders' meeting when
the proposed amendment has been set out in the notice of such
meeting.
This is to certify that the foregoing is a true and correct
copy of the By Laws of the Corporation named in the title of these
By Laws and that such By Laws were duly adopted by the Board of
Directors of such Corporation on March 26, 1987
/s/ Secretary
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