Attached files
| file | filename |
|---|---|
| S-1 - Cosmos Holdings Inc. | v163209_s1.htm |
| EX-3.1 - Cosmos Holdings Inc. | v163209_ex3-1.htm |
| EX-5.1 - Cosmos Holdings Inc. | v163209_ex5-1.htm |
| EX-23.1 - Cosmos Holdings Inc. | v163209_ex23-1.htm |
BYLAWS
OF
Prime
Estates & Developments, Inc.
(A
NEVADA CORPORATION)
ARTICLE
I
OFFICES
Section
1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of Nevada. If the principal executive
office is located outside this state, and the corporation has one or more
business offices in this state, the Board of Directors shall fix and designate a
principal business office in the State of Nevada.
Section
2. OTHER OFFICES. The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.
ARTICLE
II
MEETING
OF SHAREHOLDERS
Section
1. PLACE OF MEETINGS. Meetings of shareholders shall be
held at any place within or outside the State of Nevada designated by the Board
of Directors. In the absence of any such designation, shareholders’
meetings shall be held at the principal executive office of the
corporation.
Section
2. ANNUAL MEETING. The annual meeting of the shareholders
shall be held on the 2nd Monday
of January in each year at 10:00 a.m. However, if this day falls on a
legal holiday, then the meeting shall be held at the same time and
place on the next succeeding full business day. At this meeting,
directors shall be elected, and any other proper business may be
transacted. The meeting shall be held at a location set by the Board
of Directors.
Section
3. SPECIAL MEETING. A special meeting of the shareholders
may be called at any time by the Board of Directors, or by the chairman of the
board, or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cause not less than ten percent (10%) of the votes at that
meeting.
If a
special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, any vice
president, or the secretary of the corporation. The officer receiving
the request shall cause notice to be promptly given to the shareholders entitled
to vote, in accordance with the provisions of Section 4 and 5 of this Article
II, that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than ten (10) nor more than thirty (30) days after
the receipt of the request. If the notice is not given with five (5)
days after receipt of the request, the person or persons requesting the meeting
may give the notice. Nothing contained in this paragraph of this
Section 3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the Board of Directors may be
held.
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Section
4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of
meetings of shareholders shall be sent or otherwise given in accordance with
Section 5 of this Article II not less than ten (10) nor more than thirty (30)
days before the date of the meeting. The notice shall specify the
place, date and hour of the meeting, those matters which the Board of Directors,
at the time of giving the notice, intends to present for action by the
shareholders. The notice of any meeting at which directors are to be
elected shall include the name of any nominee or nominees whom, at the time of
the notice, management intends to present for election.
Section
5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting of shareholders shall be given either personally or by first class
mail or telegraphic or other written communication, charges prepaid, addressed
to the shareholder at the address of that shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice. If no such address appears on the corporations’ books or
is given, notice shall be deemed to have been given if sent to that shareholder
by first class mail or telegraphic or other written communication to the
corporation’s principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication.
If any
notice addressed to a shareholder at the address of that shareholder appearing
on the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the corporation for a period of
one year from the date of the giving of the notice.
An
affidavit of the mailing or other means of giving any notice of any
shareholders’ meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving the notice, and shall be filed and
maintained in the minute book of the corporation.
Section
6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Section
7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 6 of
this Article II.
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When any
meeting of shareholders, either annual or special, is adjourned to another time
or place, notice need not be given at the adjourned meeting if the time and
place are announced at a meeting at which the adjournment is taken, unless a new
record date for the adjourned meeting is fixed, or unless the adjournment is for
more than forty-five (45) days from the date set for the original
meeting. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
Section
8. VOTING. The shareholders entitled to vote at any
meeting of shareholders shall be determined in accordance with the provisions of
Section 11 of this Article II. The shareholders’ vote may be by voice
vote or by ballot; provided, however, that any election for directors must be by
ballot if demanded by any shareholder before the voting has begun. On any matter
other than elections of directors, any shareholder may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or vote
them against the proposal, but if the shareholder fails to specify the number of
shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder’s approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders, unless the
vote of a greater number of voting by classes is required by law or by the
Articles of Incorporation.
At a
shareholders’ meeting at which directors are to be elected, no shareholder shall
be entitled to cumulate votes (i.e., cast for any one or more candidates a
number of votes greater than the number of the shareholder’s
shares). The candidates receiving the highest number of votes, up to
the number of directors to be elected, shall be elected.
Section
9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting or an approval of the
minutes. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section 4
of this Article II, the waiver of notice or consent shall state the general
nature of the proposal. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Attendance
by a person at a meeting shall also constitute a waiver of notice of that
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of the
meeting if that objection is expressly made at the meeting.
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Section
10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING.
Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken is signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all shares entitled to vote
on that action were present and voted.
In the
case of election of director, such a consent shall be effective only if signed
by the holders of all outstanding shares entitled to vote for the election of
directors; provided however, that a director may be elected at any time to fill
a vacancy on the Board of Directors that has not been filled by the director, by
the written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors. All such consents
shall be filed with the secretary of the corporation and shall be maintained in
the corporate records. Any shareholder giving a written consent, or
the shareholder’s proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the
secretary.
Section
11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled
to notice of any meeting or to vote or entitled to give consent to corporate
action without a meeting, the Board of Directors may fix, in advance, a record
date, which shall not be more than thirty (30) days nor less than ten (10) days
before the date of any such action without a meeting, and in this event only
shareholders of record on the date so fixed are entitled to notice and to vote
or to give consents, as the date may be, notwithstanding any transfer of shares
on the books of the corporation after the record date, except as otherwise
provided by Nevada law.
If the
Board of Directors does not so fix a record date:
(a) The
record date for determining shareholders entitled to a notice of to vote at a
meeting of shareholders shall be at the close of business on the business day
next preceding the day on which notice is given or, if notice is waived, at the
close if business on the business day next preceding the day on which the
meeting is held.
(b) The
record date for determining shareholders entitled to give consent to corporate
action in writing without a meeting, (i) when no prior action by the Board has
been taken, shall be the day on which the first written consent is given, or
(ii) when prior action of the Board has been taken, shall be at the close of
business on the day on which then Board accepts the resolution relating to that
action, or the thirtieth (30th) day
before the date of such other action, whenever is later.
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Section
12. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in person
or by one or more agents authorized by a written proxy signed by the person and
filed with the secretary of the corporation. A proxy shall be deemed
signed if the shareholder’s name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, or otherwise) by the
shareholder or the shareholder’s attorney in fact. A validly executed
proxy which does not state that it is irrevocable shall continue in full force
and effect unless (i) revoked by the person executing it, before the vote
pursuant to that proxy, by a writing delivered to the corporation stating that
attendance at the meeting and voting in person by, the person executing the
proxy; or (ii) written notice of the death or incapacity of the maker of the
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy, unless otherwise provided in the
proxy. The revocability of a proxy that states on its face is
irrevocable shall be governed by the provisions of the Corporations Law of the
State of Nevada.
Section
13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or
shareholder’s proxy shall, appoint inspectors of election at the
meeting. The number of inspectors shall be either one (1) or three
(3). If inspectors are appointed at a meeting on the request of one
or more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector
fails to appear or fails or refuses to act, the chairman of the meeting may, and
upon the request of any shareholder or a shareholder’s proxy shall, appoint a
person to fill that vacancy.
These
inspectors shall:
(a) Determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies;
(b) Receive
votes, ballots, or consents;
(c) Hear
and determine all challenges and questions in any way arising in connection with
the right to vote;
(d) Count
and tabulate all votes or consents;
(e) Determine
when the polls shall close;
(f) Determine
the result; and
(g) Do
any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.
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ARTICLE
III
DIRECTORS
Section
1. POWERS. Subject to the provisions of Nevada
General Corporation Law and any limitations in the Articles of Incorporation and
these By-Laws relating to action required to be approved by the shareholders or
by the outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
the Board of Directors.
Section
2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized
number of directors shall be not less than one (1) and more than nine (9) until
changed by a duly adopted amendment to the Articles of Incorporation or by an
amendment to this By-Law adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote.
Section
3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors
shall be elected at each annual meeting of the shareholders to hold office until
the next annual meeting. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.
Section
4. VACANCIES. Vacancies in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next
annual meeting of the shareholders and until a successor has been elected and
qualified.
A vacancy
or vacancies in the Board of Directors shall be deemed to exist in the event of
the death, resignation, or removal of any director, or if the Board of Directors
by resolution declares vacant the office of a director who has been declared of
unsound mind by an order of the court or convicted of a felony, or if the
authorized number of directors is increased, or if the shareholders fail, at any
meeting of shareholders at which any director or directors are elected, to elect
the number of directors to be voted for at that meeting.
The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, but any such election by written
consent shall require the consent of a majority of the outstanding shares
entitled to vote.
Any
director may resign effective on giving written notice to the chairman of the
board, the president, the secretary, or the board of directors, unless the
notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director before that director’s term of office
expires.
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Section
5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings of the Board of Directors may be held at any place within or outside
the State of Nevada that has been designated from time to time by resolution of
the Board. In the absence of such a designation, regular meetings
shall be held at the principal executive offices of the
corporation. Special meetings of the Board shall be held at any place
within or outside the State of Nevada that has been designated in the notice of
the meeting or, if not stated in the notice or there is not notice, at the
principal executive office of the corporation. Any meeting, regular
or special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in the meeting can hear one
another, and all such directors shall be deemed to be present in person at the
meeting.
Section
6. ANNUAL MEETING. Immediately following each annual
meeting of shareholders, the Board of Director shall hold a regular meeting for
the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be
required.
Section
7. OTHER REGULAR MEETINGS. Other regular meetings of the
Board of Directors shall be held without call at such time as shall, from time
to time, be fixed by the Board of Directors. Such regular meetings
may be held without notice.
Section
8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the chairman
of the Board or the president or any vice president or the secretary or any two
directors.
Notice of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first class mail or telegram, charges
prepaid, addressed to each director at that director’s address as it is shown on
the records of the corporation. In case the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally
or by telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not
specify the purpose of the meeting nor the place if the meeting is to be held at
the principal executive office of the corporation.
Section
9. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 11 of this Article III. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for
that meeting.
Section
10. WAIVER OF NOTICE. The transactions of any meeting of
the Board of Director, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such
waivers, consents, and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any director who attends the meeting without protesting
before or at its commencement, the lack of notice of that
director.
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Section
11. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.
Section
12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 8 of this Article III, to the directors who were not present at the
time of the adjournment.
Section
13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the Board shall individually or collectively consent in
writing to that action. Such action by written consent shall have the
same force and effect as a unanimous vote of the Board of
Directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board.
Section
14. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation , if any, for their
services, and such reimbursement of expenses, as may be fixed or determined by
resolution of the Board of Directors. This Section 14 shall not be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation for those services.
Section
15. SIGNATURE REQUIREMENT FOR ACTIONS TO BE BINDING UPON THE
CORPORATION. So long as there are three or more Directors, the
signature of at least two directors shall be required on any contract or
agreement to bind the corporation.
ARTICLE
IV
COMMITTEES
Section
1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent
provided in the resolution of the Board, shall have all the authority of the
Board, except with respect to:
(a) the
approval of any action which, under the General Corporation Law of
Nevada also requires shareholders’ approval or approval of the outstanding
shares;
(b) the
approval of any action which, under the General Corporation law of Nevada also
requires shareholders’ approval or approval of the outstanding
shares;
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(c) the
appointment of any other committees of the Board of Directors or the members of
these committees.
Section
2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these By-Laws, Section 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), 13 (action without
meeting), with such changes in the context of those By-Laws to substitute the
committee and its members for the Board of Directors and its members, except
that the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee; special
meetings of committees may also be called by resolution of the Board of
Directors; and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government
of any committee not inconsistent with the provisions of these
By-Laws.
ARTICLE
V
OFFICERS
Section
1. OFFICERS. The officers of the corporation shall be a
president, a secretary, and a chief financial officer. The
corporation may also have, at the discretion of the Board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any member of officers may be held by
the same person.
Section
2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of any officer under the contract of employment.
Section
3. SUBORDINATE OFFICERS. The Board of Directors may
appoint, and may empower the president to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
By-Laws or as the Board of Directors may, from time to time,
determine.
Section
4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of any officer under any contract or employment, any officer may
be removed, either with or without cause, by the Board, or, except in case of an
officer chosen by the Board of Directors, by an officer upon whom such power of
removal may be conferred by the Board of Directors.
Any
officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
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Section
5. VACANCIES IN OFFICERS. A vacancy in any officer because
of death, resignation, removal disqualification or any other cause shall be
filled in the manner prescribed in these By-Laws for regular appointments to
that officer.
Section
6. CHAIRMAN OF THE BOARD. The chairman of the board, if
such an officer be elected, shall, if present, preside at meetings of the Board
of Directors and exercise and perform such other powers and duties as may be,
from time to time, assigned to him by the Board of Directors or prescribed by
the By-Laws. If there is no president, the chairman of the board
shall in addition be the chief executive officer of the corporation and shall
have the powers and duties prescribed in Section 7 of this Article
V.
Section
7. PRESIDENT. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the chairman of the board, if there
be such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders
and, in the absence of the chairman of the board, or if there be none, at all
meetings of the Board of Directors. He shall have the general powers
and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or the By-Laws.
Section
8. VICE PRESIDENTS. In the absence of disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a vice president designated by the Board
of Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and
perform such other duties as, from time to time, may be prescribed for them
respectively by the Board of Directors or the By-Laws, and the president, or the
chairman of the board.
Section
9. SECRETARY. The secretary shall keep or cause to be
kept, at the principal executive office or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the notice
given, the names of those presented at directors’ meetings or committee
meetings, the number of shares presented or represented a shareholder’s
meetings, and the proceedings.
The
secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the corporation’s transfer agent or registrar, as determined by
resolution of the Board of Directors, a share register, or a duplicate share
register, showing the names of all shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
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The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors required by the By-Laws or by law to
be given, and he shall keep the seal of the corporation if one be adopted, in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-Laws.
Section
10. CHIEF FINANCIAL OFFICER. The chief financial officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earning, and
shares. The books of account shall at all reasonable times be open to
inspection by any director.
The Chief
Financial Officer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositories as may be designate by
the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
president and directors, whenever they request it, an account of all if his
transactions as chief financial officer and the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-Laws.
ARTICLE
VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER
AGENTS
The
corporation shall, to the maximum extent permitted by the Nevada General
Corporation Law, indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact any such person is
or was an agent of the corporation. For purposes of this Section, an
“agent” of the corporation includes any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
ARTICLE
VII
RECORDS
AND REPORTS
Section
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.
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A
shareholder or shareholders of the corporation holding at least five percent
(5%) in the aggregate of the outstanding voting shares of the corporation may
(i) inspect and copy the records of shareholders’ names and addresses and
shareholdings during usual business hours on five days prior written demand on
the corporation, and (ii) obtain from the transfer agent of the corporation on
written demand and on the tender of such transfer agent’s usual charges for such
list, a list of the shareholders’ names and addresses, who are entitled to vote
for the election of directors, and their shareholdings, as of the most recent
record date for which that list has been compiled or as of a date specified by
the shareholder after the date of demand. This list shall be made
available to any such shareholder by the transfer agent on or before the later
of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record
of shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder’s interests as a
shareholder or as the holder of a voting trust certificate. Any
inspection and copying under this Section 1 may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.
Section
2. MAINTENANCE AND INSPECTION OF BY-LAWS. The corporation
shall keep at its principal executive office, or if its principal executive
office is not in the State of Nevada, at its principal business office in this
state, the original or a copy of the By-Laws as amended to date, which shall be
open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is
outside the State of Nevada and the corporation has no principal business office
in this state, the Secretary shall, upon the written request of any shareholder,
furnish to that shareholder a copy of the By-Laws as amended to
date.
Section
3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings
of the shareholders and the Board of Directors shall be kept at such place or
places designated by the Board of Directors, or, in the absence of such
designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes
and accounting books and records shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related to
the holder’s interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or
attorney, and shall extend to the records of each subsidiary corporation of the
corporation.
Section
4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a director may be
made in person or by an agent or attorney and the right of inspection includes
the right to copy and make extracts of documents.
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Section
5. ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors
shall cause an annual report to be sent to the shareholders not later than one
hundred twenty (120) days after the close of the fiscal year adopted by the
corporation. This report shall be sent at least fifteen (15) days
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 5 of Article II of these By-Laws for
giving notice to shareholders of the corporation. The annual report
shall contain a balance sheet as of the end of the fiscal year and an income
statement and a statement of changes in financial position for the fiscal year,
accompanied by any report of independent accountants or, if there is no such
report, the certificate of an authorized officer of the corporation that the
statements were prepared without audit from the books and records of the
corporation.
Section
6. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement or a copy
shall be mailed to any such shareholder.
If a
shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three month, six month, or nine month period of the then current fiscal year
ended more than thirty (30) days after the receipt of the request, and a balance
sheet of the corporation as of the end of that period the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent the shareholders its annual
report for the last fiscal year, this report shall likewise be delivered or
mailed to the shareholder or shareholders within thirty (30) days after the
request.
The
corporation shall also, on the written request of any shareholder, mail to the
shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.
The
quarterly income statements and balance sheets referred to in this section shall
be accompanied by the report, if any, of any independent accountant engaged by
the corporation or the certificate of an authorized officer of the corporation
that the financial statements were prepared without audit from the books and
records of the corporation.
ARTICLE
VIII
GENERAL
CORPORATE MATTERS
Section
1. RECORD DATES FOR PURPOSES OTHER THAN NOTICE AND
VOTING. For purposes of determining the shareholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or entitled to exercise any rights in respect of any other lawful action (other
than action by shareholders by written consent without a meeting), the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action, and in that case only shareholders of record
on the date so fixed are entitled to receive the dividend, distribution, or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the Nevada General
Corporation Law.
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If the
Board of Directors does not so fix a record date, the record date for
determining shareholders for any such purpose shall be at the close of business
on the day on which the Board adopts the applicable resolution or the sixtieth
(60th) day
before the date of that action, whichever is later.
Section
2. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.
Section
3. CORPORATE CONTRACTS AND INSTRUMENTS EXECUTED. The
By-Laws, may authorize an officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation, and this authority may be general or confined to specific
instances; and, unless so authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any
amount.
Section
4. CERTIFICATES FOR SHARES. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each shareholder when
any of these shares are fully paid, and the Board of Directors may authorize the
issuance of certificates or shares as partly paid provided that these
certificates shall state the amount of the consideration to be paid for them and
the amount paid. All certificates shall be signed in the name of the
corporation by the chairman of the board or vice chairman of the board or the
president or treasurer or the secretary or any assistant secretary, certifying
the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed on a certificate shall have
ceased to be that officer, transfer agent, or registrar before that certificate
is issued, it may be issued by the corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of
issue.
Section
5. LOST CERTIFICATES. Except as provided in this Section
5, no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the same
time. The Board of Directors may, in case any share certificate or
certificates for any other security is lost, stolen, or destroyed, authorize the
issuance of a replacement certificate on such terms and conditions as the Board
may require, including provision for indemnification of the corporation secured
by a bond or other adequate security sufficient to protect the corporation
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement certificate.
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Section
6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
chairman of the board, the president, or any vice president, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority granted to
these officers to vote or represent on behalf of the corporation any and all
shares held by the corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
Section
7. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the Nevada General Corporation Law shall govern the construction
of these By-Laws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the
singular, and the term “person” includes both a corporation and a natural
person.
ARTICLE
IX
AMENDMENTS
Section
1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted
or these By-Laws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the Articles of
Incorporation.
Section
2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, By-Laws, other than a
By-Law or an amendment of a By-Law changing the authorized number of directors,
may be adopted, amended, or repealed by the Board of Directors.
CERTIFIED
TO BE THE BY-LAWS OF:
Prime
Estates & Developments, Inc.
|
By:
|
/s/ Panagiotis
Drakopoulos
|
|
Panagiotis
Drakopoulos
|
|
|
Secretary
|
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