Attached files
file | filename |
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S-1 - Eco-Tek Group, Inc. | sandalwoods-1.htm |
EX-5.1 - Eco-Tek Group, Inc. | ex5-1.htm |
EX-3.1 - Eco-Tek Group, Inc. | ex3-1.htm |
EX-23.1 - Eco-Tek Group, Inc. | ex23-1.htm |
EX-23.3 - Eco-Tek Group, Inc. | ex23-3.htm |
EX-10.1 - Eco-Tek Group, Inc. | ex10-1.htm |
Exhibit
3.2
AMENDED
AND RESTATED BYLAWS
OF
SANDALWOOD
VENTURES, LTD.
a
Nevada corporation
ARTICLE
1.
DEFINITIONS
1.1 Definitions. Unless
the context clearly requires otherwise, in these Bylaws:
|
(a)
|
"Board" means the board
of directors of the Company.
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|
(b)
|
"Bylaws" means these
amended and restated bylaws as adopted by the Board and includes
amendments subsequently adopted by the Board or by the
Stockholders.
|
|
(c)
|
"Articles of
Incorporation" means the Articles of Incorporation of Sandalwood
Ventures, Ltd., as filed with the Secretary of State of the State of
Nevada and includes all amendments thereto and restatements thereof
subsequently filed.
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|
(d)
|
"Company" means
Sandalwood Ventures, Ltd., a Nevada
corporation.
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(e)
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"Section" refers to
sections of these Bylaws.
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(f)
|
"Stockholder" means
stockholders of record of the
Company.
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1.2 Offices. The
title of an office refers to the person or persons who at any given time perform
the duties of that particular office for the Company.
ARTICLE
2.
OFFICES
2.1 Principal
Office. The Company may locate its principal office within or
without the state of incorporation as the Board may determine.
2.2 Registered
Office. The registered office of the Company required by law
to be maintained in the state of incorporation may be, but need not be, the same
as the principal place of business of the Company. The Board may
change the address of the registered office from time to time.
2.3 Other
Offices. The Company may have offices at such other places,
either within or without the state of incorporation, as the Board may designate
or as the business of the Company may require from time to
time.
ARTICLE
3.
MEETINGS
OF STOCKHOLDERS
3.1 Annual
Meetings. The Stockholders of the Company shall hold their
annual meetings for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings at such time, date
and place as the Board shall determine by resolution.
3.2 Special
Meetings. The Board, the Chairman of the Board, the President
or a committee of the Board duly designated and whose powers and authority
include the power to call meetings may call special meetings of the Stockholders
of the Company at any time for any purpose or purposes. Special
meetings of the Stockholders of the Company may also be called by the holders of
at least 30% of all shares entitled to vote at the proposed special
meeting.
3.3 Place of
Meetings. The Stockholders shall hold all meetings at such
places, within or without the State of Nevada, as the Board or a committee of
the Board shall specify in the notice or waiver of notice for such
meetings.
3.4 Notice of
Meetings. Except as otherwise required by law, the Board or a
committee of the Board shall give notice of each meeting of Stockholders,
whether annual or special, not less than 10 nor more than 50 days before the
date of the meeting. The Board or a committee of the Board shall
deliver a notice to each Stockholder entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his address as it appears on the records of the Company, or
by transmitting a notice thereof to him at such address by telegraph, telecopy,
cable or wireless. If mailed, notice is given on the date deposited
in the United States mail, postage prepaid, directed to the Stockholder at his
address as it appears on the records of the Company. An affidavit of
the Secretary or an Assistant Secretary or of the Transfer Agent of the Company
that he has given notice shall constitute, in the absence of fraud, prima facie
evidence of the facts stated therein.
Every notice of a meeting of the
Stockholders shall state the place, date and hour of the meeting and, in the
case of a special meeting, also shall state the purpose or purposes of the
meeting. Furthermore, if the Company will maintain the list at a
place other than where the meeting will take place, every notice of a meeting of
the Stockholders shall specify where the Company will maintain the list of
Stockholders entitled to vote at the meeting.
3.5 Stockholder
Notice. Subject to the Articles of Incorporation, the
Stockholders who intend to nominate persons to the Board of Directors or propose
any other action at an annual meeting of Stockholders must timely notify the
Secretary of the Company of such intent. To be timely, a
Stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 50 days nor more than
90 days prior to the date of such meeting; provided, however, that in the event
that less than 75 days' notice of the date of the meeting is given or made to
Stockholders, notice by the Stockholder to be timely must be received not later
than the close of business on the 15th day following the date on which such
notice of the date of the annual meeting was mailed. Such notice must
be in writing and must include a (i) a brief description of the business desired
to the brought before the annual meeting and the reasons for conducting such
business at the meeting; (ii) the name and record address of the Stockholder
proposing such business; (iii) the class, series and number of shares of capital
stock of the Company which are beneficially owned by the Stockholder; and (iv)
any material interest of the Stockholder in such business. The Board
of Directors reserves the right to refuse to submit any such proposal to
stockholders at an annual meeting if, in its judgment, the information provided
in the notice is inaccurate or incomplete.
-2-
3.6 Waiver of
Notice. Whenever these Bylaws require written notice, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall constitute the equivalent of
notice. Attendance of a person at any meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. No written waiver of notice need specify either the
business to be transacted at, or the purpose or purposes of any regular or
special meeting of the Stockholders, directors or members of a committee of the
Board.
3.7 Adjournment of
Meeting. When the Stockholders adjourn a meeting to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Stockholders may transact any
business which they may have transacted at the original meeting. If
the adjournment is for more than 30 days or, if after the adjournment, the Board
or a committee of the Board fixes a new record date for the adjourned meeting,
the Board or a committee of the Board shall give notice of the adjourned meeting
to each Stockholder of record entitled to vote at the meeting.
3.8 Quorum. Except
as otherwise required by law, the holders of a majority of all of the shares of
the stock entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for all purposes at any meeting of the
Stockholders. In the absence of a quorum at any meeting or any
adjournment thereof, the holders of a majority of the shares of stock entitled
to vote who are present, in person or by proxy, or, in the absence therefrom of
all the Stockholders, any officer entitled to preside at, or to act as secretary
of, such meeting may adjourn such meeting to another place, date or
time.
If the chairman of the meeting gives
notice of any adjourned special meeting of Stockholders to all Stockholders
entitled to vote thereat, stating that the minimum percentage of stockholders
for a quorum as provided by Nevada law shall constitute a quorum, then, except
as otherwise required by law, that percentage at such adjourned meeting shall
constitute a quorum and a majority of the votes cast at such meeting shall
determine all matters.
-3-
3.9
Organization. Such
person as the Board may have designated or, in the absence of such a person, the
highest ranking officer of the Company who is present shall call to order any
meeting of the Stockholders, determine the presence of a quorum, and act as
chairman of the meeting. In the absence of the Secretary or an
Assistant Secretary of the Company, the chairman shall appoint someone to act as
the secretary of the meeting.
3.10 Conduct of
Business. The chairman of any meeting of Stockholders shall
determine the order of business and the procedure at the meeting, including such
regulations of the manner of voting and the conduct of discussion as he deems in
order.
3.11 List of
Stockholders. At least 10 days before every meeting of
Stockholders, the Secretary shall prepare a list of the Stockholders entitled to
vote at the meeting or any adjournment thereof, arranged in alphabetical order,
showing the address of each Stockholder and the number of shares registered in
the name of each Stockholder. The Company shall make the list
available for examination by any Stockholder for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the meeting will take
place or at the place designated in the notice of the meeting.
The Secretary shall produce and
keep the list at the time and place of the meeting during the entire duration of
the meeting, and any Stockholder who is present may inspect the list at the
meeting. The list shall constitute presumptive proof of the identity
of the Stockholders entitled to vote at the meeting and the number of shares
each Stockholder holds.
A determination of Stockholders
entitled to vote at any meeting of Stockholders pursuant to this Section shall
apply to any adjournment thereof.
3.12 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 Board or a
committee of the Board may fix in advance a date as the record date for any such
determination of Stockholders. However, the Board shall not fix such
date, in any case, more than 60 days nor less than 10 days prior to the date of
the particular action.
If the Board or a committee of
the Board does not fix a record date for the determination of Stockholders
entitled to notice of or to vote at a meeting of Stockholders, the record date
shall be at the close of business on the day next preceding the day on which
notice is given or if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held or the date on which the Board
adopts the resolution declaring a dividend.
-4-
3.13 Voting of
Shares. Each Stockholder shall have one vote for every share
of stock having voting rights registered in his name on the record date for the
meeting. The Company shall not have the right to vote treasury stock
of the Company, nor shall another corporation have the right to vote its stock
of the Company if the Company holds, directly or indirectly, a majority of the
shares entitled to vote in the election of directors of such other
corporation. Persons holding stock of the Company in a fiduciary
capacity shall have the right to vote such stock. Persons who have
pledged their stock of the Company shall have the right to vote such stock
unless in the transfer on the books of the Company the pledgor expressly
empowered the pledgee to vote such stock. In that event, only the
pledgee, or his proxy, may represent such stock and vote thereon.
A plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote shall determine all elections and, except when the law or Articles of
Incorporation require otherwise, the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting and entitled to
vote shall determine all other matters.
Where a separate vote by a class
or classes is required, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter and the
affirmative vote of the majority of shares of such class or classes present in
person or represented by proxy at the meeting shall be the act of such
class.
The Stockholders may vote by
voice vote on all matters. Upon demand by a Stockholder entitled to
vote, or his proxy, the Stockholders shall vote by ballot. In that
event, each ballot shall state the name of the Stockholder or proxy voting, the
number of shares voted and such other information as the Company may require
under the procedure established for the meeting.
3.14 Inspectors. At
any meeting in which the Stockholders vote by ballot, the chairman may appoint
one or more inspectors. Each inspector shall take and sign an oath to
execute the duties of inspector at such meeting faithfully, with strict
impartiality, and according to the best of his ability. The
inspectors shall ascertain the number of shares outstanding and the voting power
of each; determine the shares represented at a meeting and the validity of
proxies and ballots; count all votes and ballots; determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and certify their determination of the number
of shares represented at the meeting, and their count of all votes and
ballots. The certification required herein shall take the form of a
subscribed, written report prepared by the inspectors and delivered to the
Secretary of the Company. An inspector need not be a Stockholder of
the Company, and any officer of the Company may be an inspector on any question
other than a vote for or against a proposal in which he has a material
interest.
3.15 Proxies. A
Stockholder may exercise any voting rights in person or by his proxy appointed
by an instrument in writing, which he or his authorized attorney-in-fact has
subscribed and which the proxy has delivered to the Secretary of the meeting
pursuant to the manner prescribed by law.
-5-
A proxy is not valid after the
expiration of 13 months after the date of its execution, unless the person
executing it specifies thereon the length of time for which it is to continue in
force (which length may exceed 12 months) or limits its use to a particular
meeting. Each proxy is irrevocable if it expressly states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.
The attendance at any meeting of
a Stockholder who previously has given a proxy shall not have the effect of
revoking the same unless he notifies the Secretary in writing prior to the
voting of the proxy.
3.16 Action by
Consent. Any action required to be taken at any annual or
special meeting of stockholders of the Company or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing setting forth the action so taken, shall be signed by the holders of
outstanding stock having not 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 and shall be delivered to the
Company by delivery to its registered office, its principal place of business,
or an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made
to the Company's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Every written consent shall bear
the date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein
unless, within 50 days of the earliest dated consent delivered in the manner
required by this section to the Company, written consents signed by a sufficient
number of holders to take action are delivered to the Company by delivery to its
registered office, its principal place of business or an officer or agent of the
Company having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Company's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing. In the event the Company is a reporting company which
files periodic and current reports with the Securities and Exchange Commission
(the “Commission”), the filing of a Report on Form 8-K with the Commission
describing the items approved by the shareholders in the Consent to Action shall
constitute “notice” to those shareholders who have not consented to such action
in writing.
-6-
ARTICLE
4.
BOARD OF
DIRECTORS
4.1 General
Powers. The Board shall manage the property, business and
affairs of the Company.
4.2 Number. The
number of directors who shall constitute the Board shall equal not less than 1
nor more than 10, as the Board or majority stockholders may determine by
resolution from time to time.
4.3 Election of Directors and
Term of Office. The Stockholders of the Company shall elect
the directors at the annual or adjourned annual meeting (except as otherwise
provided herein for the filling of vacancies). Each director shall
hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and
qualified.
4.4 Resignations. Any
director of the Company may resign at any time by giving written notice to the
Board or to the Secretary of the Company. Any resignation shall take
effect upon receipt or at the time specified in the notice. Unless
the notice specifies otherwise, the effectiveness of the resignation shall not
depend upon its acceptance.
4.5 Removal. Stockholders
holding 2/3 of the outstanding shares entitled to vote at an election of
directors may remove any director or the entire Board of Directors at any time,
with or without cause.
4.6 Vacancies. Any
vacancy on the Board, whether because of death, resignation, disqualification,
an increase in the number of directors, or any other cause may be filled by a
majority of the remaining directors, a sole remaining director, or the majority
stockholders. Any director elected to fill a vacancy shall hold
office until his death, resignation, retirement, removal, or disqualification,
or until his successor shall have been elected and qualified.
4.7 Chairman of the
Board. At the initial and annual meeting of the Board, the
directors may elect from their number a Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board
and shall perform such other duties as the Board may direct. The
Board also may elect a Vice Chairman and other officers of the Board, with such
powers and duties as the Board may designate from time to time.
4.8 Compensation. The
Board may compensate directors for their services and may provide for the
payment of all expenses the directors incur by attending meetings of the Board
or otherwise.
-7-
ARTICLE
5.
MEETINGS
OF DIRECTORS
5.1 Regular
Meetings. The Board may hold regular meetings at such places,
dates and times as the Board shall establish by resolution. If any
day fixed for a meeting falls on a legal holiday, the Board shall hold the
meeting at the same place and time on the next succeeding business
day. The Board need not give notice of regular meetings.
5.2 Place of
Meetings. The Board may hold any of its meetings in or out of
the State of Nevada, at such places as the Board may designate, at such places
as the notice or waiver of notice of any such meeting may designate, or at such
places as the persons calling the meeting may designate.
5.3 Meetings by
Telecommunications. The Board or any committee of the Board
may hold meetings by means of conference telephone or similar telecommunications
equipment that enable all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such
meeting.
5.4 Special
Meetings. The Chairman of the Board, the President, or
one-half of the directors then in office may call a special meeting of the
Board. The person or persons authorized to call special meetings of
the Board may fix any place, either in or out of the State of Nevada as the
place for the meeting.
5.5 Notice of Special
Meetings. The person or persons calling a special meeting of the Board
shall give written notice to each director of the time, place, date and purpose
of the meeting of not less than three business days if by mail and not less than
24 hours if by telegraph or in person before the date of the
meeting. If mailed, notice is given on the date deposited in the
United States mail, postage prepaid, to such director. A director may
waive notice of any special meeting, and any meeting shall constitute a legal
meeting without notice if all the directors are present or if those not present
sign either before or after the meeting a written waiver of notice, a consent to
such meeting, or an approval of the minutes of the meeting. A notice
or waiver of notice need not specify the purposes of the meeting or the business
which the Board will transact at the meeting.
5.6 Waiver by
Presence. Except when expressly for the purpose of objecting
to the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.
5.7 Quorum. A
majority of the directors then in office shall constitute a quorum for all
purposes at any meeting of the Board. In the absence of a quorum, a
majority of directors present at any meeting may adjourn the meeting to another
place, date or time without further notice. No proxies shall be given
by directors to any person for purposes of voting or establishing a quorum at a
directors’ meetings.
-8-
5.8 Conduct of
Business. The Board shall transact business in such order and
manner as the Board may determine. Except as the law requires otherwise, the
Board shall determine all matters by the vote of a majority of the directors
present at a meeting at which a quorum is present. The directors
shall act as a Board, and the individual directors shall have no power as
such.
5.9 Action by
Consent. The Board or a committee of the Board may take any
required or permitted action without a meeting if all members of the Board or
committee consent thereto in writing and file such consent with the minutes of
the proceedings of the Board or committee.
ARTICLE
6.
COMMITTEES
6.1 Committees of the
Board. The Board may designate, by a vote of a majority of the
directors then in office, committees of the Board. The committees
shall serve at the pleasure of the Board and shall possess such lawfully
delegable powers and duties as the Board may confer.
6.2 Selection of Committee
Members. The Board shall elect by a vote of a majority of the
directors then in office a director or directors to serve as the member or
members of a committee. By the same vote, the Board may designate
other directors as alternate members who may replace any absent or disqualified
member at any meeting of a committee. In the absence or
disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
appoint by unanimous vote another member of the Board to act at the meeting in
the place of the absent or disqualified member.
6.3 Conduct of
Business. Each committee may determine the procedural rules
for meeting and conducting its business and shall act in accordance therewith,
except as the law or these Bylaws require otherwise. Each committee
shall make adequate provision for notice of all meetings to
members. A majority of the members of the committee shall constitute
a quorum, unless the committee consists of one or two members. In
that event, one member shall constitute a quorum. A majority vote of
the members present shall determine all matters. A committee may take
action without a meeting if all the members of the committee consent in writing
and file the consent or consents with the minutes of the proceedings of the
committee.
6.4 Authority. Any
committee, to the extent the Board provides, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the Company, and may authorize the affixation of the Company's seal to all
instruments which may require or permit it. However, no committee
shall have any power or authority with regard to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the Stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, recommending to the Stockholders a dissolution of
the Company or a revocation of a dissolution of the Company, or amending these
Bylaws of the Company. Unless a resolution of the Board expressly
provides, no committee shall have the power or authority to declare a dividend,
to authorize the issuance of stock, or to adopt a certificate of ownership and
merger.
-9-
6.5 Minutes. Each
committee shall keep regular minutes of its proceedings and report the same to
the Board when required.
ARTICLE
7.
OFFICERS
7.1 Officers of the
Company. The officers of the Company shall consist of a
President, a Secretary, a Treasurer and such Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other officers as the Board may designate
and elect from time to time. The same person may hold at the same
time any two or more offices.
7.2 Election and Term.
The Board shall elect the officers of the Company. Each officer shall
hold office until his death, resignation, retirement, removal or
disqualification, or until his successor shall have been elected and
qualified.
7.3 Compensation of
Officers. The Board shall fix the compensation of all officers
of the Company. No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the additional
compensation.
7.4 Removal of Officers and
Agents. The Board may remove any officer or agent it has
elected or appointed at any time, with or without cause.
7.5 Resignation of Officers and
Agents. Any officer or agent the Board has elected or
appointed may resign at any time by giving written notice to the Board, the
Chairman of the Board, the President, or the Secretary of the
Company. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified. Unless
otherwise specified in the notice, the Board need not accept the resignation to
make it effective.
7.6 Bond. The
Board may require by resolution any officer, agent, or employee of the Company
to give bond to the Company, with sufficient sureties conditioned on the
faithful performance of the duties of his respective office or agency. The Board
also may require by resolution any officer, agent or employee to comply with
such other conditions as the Board may require from time to
time.
-10-
7.7 President. The
President shall be the chief operating officer of the Company and, subject to
the Board's control, shall supervise and direct all of the business and affairs
of the Company. When present, he shall sign (with or without the
Secretary, an Assistant Secretary, or any other officer or agent of the Company
which the Board has authorized) deeds, mortgages, bonds, contracts or other
instruments which the Board has authorized an officer or agent of the Company to
execute. However, the President shall not sign any instrument which
the law, these Bylaws, or the Board expressly require some other officer or
agent of the Company to sign and execute. In general, the President
shall perform all duties incident to the office of President and such other
duties as the Board may prescribe from time to time.
7.8 Vice
Presidents. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless the Board determines
otherwise, shall perform the duties of the President. When acting as
the President, a Vice President shall have all the powers and restrictions of
the Presidency. A Vice President shall perform such other duties as
the President or the Board may assign to him from time to time.
7.9 Secretary. The
Secretary shall (a) keep the minutes of the meetings of the Stockholders and of
the Board in one or more books for that purpose, (b) give all notices which
these Bylaws or the law requires, (c) serve as custodian of the records and seal
of the Company, (d) affix the seal of the corporation to all documents which the
Board has authorized execution on behalf of the Company under seal, (e) maintain
a register of the address of each Stockholder of the Company, (f) sign, with the
President, a Vice President, or any other officer or agent of the Company which
the Board has authorized, certificates for shares of the Company, (g) have
charge of the stock transfer books of the Company, and (h) perform all duties
which the President or the Board may assign to him from time to
time.
7.10 Assistant
Secretaries. In the absence of the Secretary or in the event
of his death, inability or refusal to act, the Assistant Secretaries in the
order of their length of service as Assistant Secretary, unless the Board
determines otherwise, shall perform the duties of the Secretary. When
acting as the Secretary, an Assistant Secretary shall have the powers and
restrictions of the Secretary. An Assistant Secretary shall perform
such other duties as the President, Secretary or Board may assign from time to
time.
7.11 Treasurer. The
Treasurer shall (a) have responsibility for all funds and securities of the
Company, (b) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, (c) deposit all moneys in the name of
the Company in depositories which the Board selects, and (d) perform all of the
duties which the President or the Board may assign to him from time to
time.
7.12 Assistant
Treasurers. In the absence of the Treasurer or in the event of
his death, inability or refusal to act, the Assistant Treasurers in the order of
their length of service as Assistant Treasurer, unless the Board determines
otherwise, shall perform the duties of the Treasurer. When acting as
the Treasurer, an Assistant Treasurer shall have the powers and restrictions of
the Treasurer. An Assistant Treasurer shall perform such other duties
as the Treasurer, the President, or the Board may assign to him from time to
time.
-11-
7.13 Delegation of
Authority. Notwithstanding any provision of these Bylaws to the contrary,
the Board may delegate the powers or duties of any officer to any other officer
or agent.
7.14 Action with Respect to
Securities of Other Corporations. Unless the Board directs
otherwise, the President shall have the power to vote and otherwise act on
behalf of the Company, in person or by proxy, at any meeting of stockholders of
or with respect to any action of stockholders of any other corporation in which
the Company holds securities. Furthermore, unless the Board directs
otherwise, the President shall exercise any and all rights and powers which the
Company possesses by reason of its ownership of securities in another
corporation.
7.15 Vacancies. The
Board may fill any vacancy in any office because of death, resignation, removal,
disqualification or any other cause in the manner which these Bylaws prescribe
for the regular appointment to such office.
ARTICLE
8.
CONTRACTS,
LOANS, DRAFTS,
DEPOSITS
AND ACCOUNTS
8.1 Contracts. The
Board may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Company. The Board may make such authorization general or
special.
8.2 Loans. Unless
the Board has authorized such action, no officer or agent of the Company shall
contract for a loan on behalf of the Company or issue any evidence of
indebtedness in the Company's name.
8.3 Drafts. The
President, any Vice President, the Treasurer, any Assistant Treasurer, and such
other persons as the Board shall determine shall issue all checks, drafts and
other orders for the payment of money, notes and other evidences of indebtedness
issued in the name of or payable by the Company.
8.4 Deposits. The
Treasurer shall deposit all funds of the Company not otherwise employed in such
banks, trust companies, or other depositories as the Board may select or as any
officer, assistant, agent or attorney of the Company to whom the Board has
delegated such power may select. For the purpose of deposit and
collection for the account of the Company, the President or the Treasurer (or
any other officer, assistant, agent or attorney of the Company whom the Board
has authorized) may endorse, assign and deliver checks, drafts and other orders
for the payment of money payable to the order of the Company.
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8.5 General and Special Bank
Accounts. The Board may authorize the opening and keeping of
general and special bank accounts with such banks, trust companies, or other
depositories as the Board may select or as any officer, assistant, agent or
attorney of the Company to whom the Board has delegated such power may
select. The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.
ARTICLE
9.
CERTIFICATES
FOR SHARES AND THEIR TRANSFER
9.1 Certificates for
Shares. Shares of the capital stock of the Company may be
certificated or uncertificated, as provided under Nevada law. Each stockholder,
upon written request to the transfer agent or registrar of the Company, shall be
entitled to a certificate of the capital stock of the Company in such form as
may from time to time be prescribed by the Board of
Directors. The Secretary, transfer agent, or registrar of the
Company shall number the certificates representing shares of the stock of the
Company in the order in which the Company issues them. The President
or any Vice President and the Secretary or any Assistant Secretary shall sign
the certificates in the name of the Company. Any or all certificates
may contain facsimile signatures. In case any officer, transfer
agent, or registrar who has signed a certificate, or whose facsimile signature
appears on a certificate, ceases to serve as such officer, transfer agent, or
registrar before the Company issues the certificate, the Company may issue the
certificate with the same effect as though the person who signed such
certificate, or whose facsimile signature appears on the certificate, was such
officer, transfer agent, or registrar at the date of issue. The
Secretary, transfer agent, or registrar of the Company shall keep a record in
the stock transfer books of the Company of the names of the persons, firms or
corporations owning the stock represented by the certificates, the number and
class of shares represented by the certificates and the dates thereof and, in
the case of cancellation, the dates of cancellation. The Secretary,
transfer agent, or registrar of the Company shall cancel every certificate
surrendered to the Company for exchange or transfer. Except in the
case of a lost, destroyed, stolen or mutilated certificate, the Secretary,
transfer agent, or registrar of the Company shall not issue a new certificate in
exchange for an existing certificate until he has canceled the existing
certificate.
9.2 Transfer of
Shares. A holder of record of shares of the Company's stock,
or his attorney-in-fact authorized by power of attorney duly executed and filed
with the Secretary, transfer agent or registrar of the Company, may transfer his
shares only on the stock transfer books of the Company. Such person
shall furnish to the Secretary, transfer agent, or registrar of the Company
proper evidence of his authority to make the transfer and shall properly endorse
and surrender for cancellation his existing certificate or certificates for such
shares. Whenever a holder of record of shares of the Company's stock
makes a transfer of shares for collateral security, the Secretary, transfer
agent, or registrar of the Company shall state such fact in the entry of
transfer if the transferor and the transferee request.
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9.3 Lost
Certificates. The Board may direct the Secretary, transfer
agent, or registrar of the Company to issue a new certificate to any holder of
record of shares of the Company's stock claiming that he has lost such
certificate, or that someone has stolen, destroyed or mutilated such
certificate, upon the receipt of an affidavit from such holder to such
fact. When authorizing the issue of a new certificate, the Board, in
its discretion may require as a condition precedent to the issuance that the
owner of such certificate give the Company a bond of indemnity in such form and
amount as the Board may direct.
9.4 Regulations. The
Board may make such rules and regulations, not inconsistent with these Bylaws,
as it deems expedient concerning the issue, transfer and registration of
certificates for shares of the stock of the corporation. The Board
may appoint or authorize any officer or officers to appoint one or more transfer
agents, or one or more registrars, and may require all certificates for stock to
bear the signature or signatures of any of them.
9.5 Holder of
Record. The Company may treat as absolute owners of shares the
person in whose name the shares stand of record as if that person had full
competency, capacity and authority to exercise all rights of ownership, despite
any knowledge or notice to the contrary or any description indicating a
representative, pledge or other fiduciary relation, or any reference to any
other instrument or to the rights of any other person appearing upon its record
or upon the share certificate. However, the Company may treat any
person furnishing proof of his appointment as a fiduciary as if he were the
holder of record of the shares.
9.6 Treasury
Shares. Treasury shares of the Company shall consist of shares
which the Company has issued and thereafter acquired but not
canceled. Treasury shares shall not carry voting or dividend
rights.
ARTICLE
10.
INDEMNIFICATION
10.1
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Definitions. In
this Article:
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(a)
"Indemnitee"
means (i) any present or former Director, advisory director or officer of the
Company, (ii) any person who while serving in any of the capacities referred to
in clause (i) hereof served at the Company's request as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, and (iii) any person nominated or
designated by (or pursuant to authority granted by) the Board of Directors or
any committee thereof to serve in any of the capacities referred to in clauses
(i) or (ii) hereof.
(b) "Official Capacity" means (i)
when used with respect to a Director, the office of Director of the Company, and
(ii) when used with respect to a person other than a Director, the elective or
appointive office of the Company held by such person or the employment or agency
relationship undertaken by such person on behalf of the Company, but in each
case does not include service for any other foreign or domestic corporation or
any partnership, joint venture, sole proprietorship, trust, employee benefit
plan or other enterprise.
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(c) "Proceeding" means any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action, suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding.
10.2 Indemnification. The
Company shall indemnify every Indemnitee against all judgments, penalties
(including excise and similar taxes), fines, amounts paid in settlement and
reasonable expenses actually incurred by the Indemnitee in connection with any
Proceeding in which he was, is or is threatened to be named defendant or
respondent, or in which he was or is a witness without being named a defendant
or respondent, by reason, in whole or in part, of his serving or having served,
or having been nominated or designated to serve, in any of the capacities
referred to in Section 10.1, if it is determined in accordance with Section 10.4
that the Indemnitee (a) conducted himself in good faith, (b) reasonably
believed, in the case of conduct in his Official Capacity, that his conduct was
in the Company's best interests and, in all other cases, that his conduct was at
least not opposed to the Company's best interests, and (c) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful; provided, however, that in the event that an Indemnitee is found
liable to the Company or is found liable on the basis that personal benefit was
improperly received by the Indemnitee the indemnification (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the
Proceeding and (ii) shall not be made in respect of any Proceeding in which the
Indemnitee shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Company. Except as provided in the
immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (a) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(b) found liable to the Company. The termination of any Proceeding by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, is not of itself determinative that the Indemnitee did not meet
the requirements set forth in clauses (a), (b) or (c) in the first sentence of
this Section 10.2. An Indemnitee shall be deemed to have been found
liable in respect of any claim, issue or matter only after the Indemnitee shall
have been so adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom. Reasonable expenses shall, include, without
limitation, all court costs and all fees and disbursements of attorneys for the
Indemnitee. The indemnification provided herein shall be applicable
whether or not negligence or gross negligence of the Indemnitee is alleged or
proven.
10.3 Successful
Defense. Without limitation of Section 10.2 and in addition to
the indemnification provided for in Section 10.2, the Company shall indemnify
every Indemnitee against reasonable expenses incurred by such person in
connection with any Proceeding in which he is a witness or a named defendant or
respondent because he served in any of the capacities referred to in Section
10.1, if such person has been wholly successful, on the merits or otherwise, in
defense of the Proceeding.
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10.4 Determinations. Any
indemnification under Section 10.2 (unless ordered by a court of competent
jurisdiction) shall be made by the Company only upon a determination that
indemnification of the Indemnitee is proper in the circumstances because he has
met the applicable standard of conduct. Such determination shall be
made (a) by the Board of Directors by a majority vote of a quorum consisting of
Directors who, at the time of such vote, are not named defendants or respondents
in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority
vote of a committee of the Board of Directors, duly designated to act in the
matter by a majority vote of all Directors (in which designated Directors who
are named defendants or respondents in the Proceeding may participate), such
committee to consist solely of two (2) or more Directors who, at the time of the
committee vote, are not named defendants or respondents in the Proceeding; (c)
by special legal counsel selected by the Board of Directors or a committee
thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if
the requisite quorum of all of the Directors cannot be obtained therefor and
such committee cannot be established, by a majority vote of all of the Directors
(in which Directors who are named defendants or respondents in the Proceeding
may participate); or (d) by the shareholders in a vote that excludes the shares
held by Directors that are named defendants or respondents in the
Proceeding. Determination as to reasonableness of expenses shall be
made in the same manner as the determination that indemnification is
permissible, except that if the determination that indemnification is
permissible is made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of the preceding
sentence for the selection of special legal counsel. In the event a
determination is made under this Section 10.4 that the Indemnitee has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated.
10.5 Advancement of
Expenses. Reasonable expenses (including court costs and
attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or
is threatened to be made a named defendant or respondent in a Proceeding shall
be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations
specified in Section 10.4, after receipt by the Company of (a) a written
affirmation by such Indemnitee of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Company under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Article. Such written undertaking shall be an
unlimited obligation of the Indemnitee but need not be secured and it may be
accepted without reference to financial ability to make
repayment. Notwithstanding any other provision of this Article, the
Company may pay or reimburse expenses incurred by an Indemnitee in connection
with his appearance as a witness or other participation in a Proceeding at a
time when he is not named a defendant or respondent in the
Proceeding.
10.6 Employee Benefit
Plans. For purposes of this Article, the Company shall be
deemed to have requested an Indemnitee to serve an employee benefit plan
whenever the performance by him of his duties to the Company also imposes duties
on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan. Excise taxes assessed on an Indemnitee
with respect to an employee benefit plan pursuant to applicable law shall be
deemed fines. Action taken or omitted by an Indemnitee with respect
to an employee benefit plan in the performance of his duties for a purpose
reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Company.
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10.7
Other Indemnification and
Insurance. The indemnification provided by this Article shall
(a) not be deemed exclusive of, or to preclude, any other rights to which those
seeking indemnification may at any time be entitled under the Company's Articles
of Incorporation, any law, agreement or vote of shareholders or disinterested
Directors, or otherwise, or under any policy or policies of insurance purchased
and maintained by the Company on behalf of any Indemnitee, both as to action in
his Official Capacity and as to action in any other capacity, (b) continue as to
a person who has ceased to be in the capacity by reason of which he was an
Indemnitee with respect to matters arising during the period he was in such
capacity, (c) inure to the benefit of the heirs, executors and administrators of
such a person and (d) not be required if and to the extent that the person
otherwise entitled to payment of such amounts hereunder has actually received
payment therefor under any insurance policy, contract or otherwise.
10.8 Notice. Any
indemnification of or advance of expenses to an Indemnitee in accordance with
this Article shall be reported in writing to the shareholders of the Company
with or before the notice or waiver of notice of the next shareholders' meeting
or with or before the next submission to shareholders of a consent to action
without a meeting and, in any case, within the 12-month period immediately
following the date of the indemnification or advance.
10.9 Construction. The
indemnification provided by this Article shall be subject to all valid and
applicable laws, including, without limitation, the Nevada General Corporation
Law, and, in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or
contrary to any such valid laws, the latter shall be deemed to control and this
Article shall be regarded as modified accordingly, and, as so modified, to
continue in full force and effect.
10.10 Continuing Offer, Reliance,
etc. The provisions of this Article (a) are for the benefit
of, and may be enforced by, each Indemnitee of the Company, the same as if set
forth in their entirety in a written instrument duly executed and delivered by
the Company and such Indemnitee and (b) constitute a continuing offer to all
present and future Indemnitees. The Company, by its adoption of these
Bylaws, (a) acknowledges and agrees that each Indemnitee of the Company has
relied upon and will continue to rely upon the provisions of this Article in
becoming, and serving in any of the capacities referred to in Section 10.1 of
this Article, (b) waives reliance upon, and all notices of acceptance of, such
provisions by such Indemnitees and (c) acknowledges and agrees that no present
or future Indemnitee shall be prejudiced in his right to enforce the provisions
of this Article in accordance with its terms by any act or failure to act on the
part of the Company.
10.11 Effect of
Amendment. No amendment, modification or repeal of this
Article or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitees to be indemnified by the
Company, nor the obligation of the Company to indemnify any such Indemnitees,
under and in accordance with the provisions of the Article as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.
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ARTICLE
11.
TAKEOVER
OFFERS
In the event the Company receives a
takeover offer, the Board of Directors shall consider all relevant factors in
evaluating such offer, including, but not limited to, the terms of the offer,
and the potential economic and social impact of such offer on the Company's
stockholders, employees, customers, creditors and community in which it
operates.
ARTICLE
12.
NOTICES
12.1 General. Whenever
these Bylaws require notice to any Stockholder, director, officer or agent, such
notice does not mean personal notice. A person may give effective
notice under these Bylaws in every case by depositing a writing in a post office
or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid
telegram addressed to such Stockholder, director, officer or agent at his
address on the books of the Company. Unless these Bylaws expressly
provide to the contrary, the time when the person sends notice shall constitute
the time of the giving of notice.
12.2 Waiver of Notice.
Whenever the law or these Bylaws require notice, the person entitled to said
notice may waive such notice in writing, either before or after the time stated
therein.
ARTICLE
13.
MISCELLANEOUS
13.1 Facsimile
Signatures. In addition to the use of facsimile signatures
which these Bylaws specifically authorize, the Company may use such facsimile
signatures of any officer or officers, agents or agent, of the Company as the
Board or a committee of the Board may authorize.
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13.2 Corporate
Seal. The Board may provide for a suitable seal containing the
name of the Company, of which the Secretary shall be in charge. The
Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use
the seal or duplicates of the seal if and when the Board or a committee of the
Board so directs.
13.3 Fiscal
Year. The Board shall have the authority to fix and change the
fiscal year of the Company.
ARTICLE
14.
AMENDMENTS
14.1 Subject
to the provisions of the Articles of Incorporation, the Stockholders or the
Board may amend or repeal these Bylaws at any meeting.
The undersigned hereby certifies
that the foregoing constitutes a true and correct copy of the Amended and
Restated Bylaws of the Company as adopted by the Directors on the 20th day of
September 2009.
Executed as of this 20th day of
September 2009.
/s/
Edwin Slater
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Edwin
Slater, Chief Executive
Officer
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