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8-K - CURRENT REPORT - China Carbon Graphite Group, Inc. | f8k102809_chinacarb.htm |
EX-14.1 - CODE OF CONDUCT AND WHISTLEBLOWER POLICY - China Carbon Graphite Group, Inc. | f8k102809ex14i_chinacarb.htm |
EX-99.2 - AGREEMENT BY AND BETWEEN CHINA CARBON GRAPHITE GROUP, INC. AND JOHN CHEN - China Carbon Graphite Group, Inc. | f8k102809ex99ii_chinacarb.htm |
EX-99.3 - PRESS RELEASE - China Carbon Graphite Group, Inc. | f8k102809ex99iii_chinacarb.htm |
EX-99.1 - AGREEMENT BY AND BETWEEN CHINA CARBON GRAPHITE GROUP, INC. AND YIZHAO ZHANG - China Carbon Graphite Group, Inc. | f8k102809ex99i_chinacarb.htm |
EXHIBIT
3.1
AMENDED
AND RESTATED BYLAWS
OF
CHINA
CARBON GRAPHITE GROUP, INC.
(a Nevada
Corporation)
ARTICLE
I
STOCKHOLDERS
1.
CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall
be entitled to have a certificate signed by, or in the name of, the corporation
by the Chairman or Vice- Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation or by agents
designated by the Board of Directors, certifying the number of shares owned by
him in the corporation and setting forth any additional statements that may be
required by the General Corporation Law of the State of Nevada (General
Corporation Law). If any such certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, a
facsimile of the signature of the officers, the transfer agent or transfer clerk
or the registrar of the corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any certificate or certificates shall cease to be such officer or
officers of the corporation before such certificate or certificates shall have
been delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer or officers of the corporation.
Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, the certificates representing stock
of any such class or series shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The
corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2.
FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute
and deliver a certificate for or including a fraction of a share. In lieu of
executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK
TRANSFERS. Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the corporation shall be made only on the
stock ledger of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes, if any, due
thereon.
4. RECORD
DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of any other lawful
action, the directors may fix, in advance, a record date, which shall not be
more than sixty days nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. If no record date is fixed, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders 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; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of the
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
5.
MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Articles of Incorporation confers
such rights where there are two or more classes or series of shares of stock or
upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the articles of incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.
6.
STOCKHOLDER MEETINGS.
- TIME.
The annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall be held on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be held
on the date and at the time fixed by the directors.
- PLACE.
Annual meetings and special meetings shall be held at such place, within or
without the State of Nevada, as the directors may, from time to time,
fix.
- CALL.
Annual meetings and special meetings may be called by the directors or by any
officer instructed by the directors to call the meeting.
- NOTICE
OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by
the President or a Vice- President, or the Secretary, or an Assistant Secretary,
or by such other person or persons as the directors must designate. The notice
must state the purpose or purposes for which the meeting is called and the time
when, and the place, where it is to be held. A copy of the notice must be either
delivered personally or mailed postage prepaid to each stockholder not less than
ten nor more than sixty days before the meeting. If mailed, it must be directed
to the stockholder at his address as it appears upon the records of the
corporation. Any stockholder may waive notice of any meeting by a writing signed
by him, or his duly authorized attorney, either before or after the meeting; and
whenever notice of any kind is required to be given under the provisions of the
General Corporation Law, a waiver thereof in writing and duly signed whether
before or after the time stated therein, shall be deemed equivalent
thereto.
- CONDUCT
OF MEETING. Meetings of the stockholders shall be presided over by one of the
following officers in the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice- President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
- PROXY
REPRESENTATION. At any meeting of stockholders, any stockholder may designate
another person or persons to act for him by proxy in any manner described in, or
otherwise authorized by, the provisions of Section 78.355 of the General
Corporation Law.
-
INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint
one or more inspectors of election to act at the meeting or any adjournments
thereof. If an inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector, if any, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM.
Stockholders holding at least a majority of the voting power are necessary to
constitute a quorum at a meeting of stockholders for the transaction of business
unless the action to be taken at the meeting shall require a greater proportion.
The stockholders present may adjourn the meeting despite the absence of a
quorum.
- VOTING.
Each share of stock shall entitle the holder thereof to one vote. In the
election of directors, a plurality of the votes cast shall elect. Any other
action is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action, except where the General
Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a
different percentage of votes and/or a different exercise of voting power. In
the election of directors, voting need not be by ballot; and, except as
otherwise may be provided by the General Corporation Law, voting by ballot shall
not be required for any other action.
Stockholders
may participate in a meeting of stockholders by means of a conference telephone
or similar method of communication by which all persons participating in the
meeting can hear each other.
7.
STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the
General Corporation Law, any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if a written consent
thereto is signed by stockholders holding at least a majority of the voting
power; provided that if a different proportion of voting power is required for
such an action at a meeting, then that proportion of written consents is
required. In no instance where action is authorized by written consent need a
meeting of stockholders be called or noticed.
ARTICLE
II
DIRECTORS
1.
FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be
managed by the Board of Directors of the corporation. The Board of Directors
shall have authority to fix the compensation of the members thereof for services
in any capacity. The use of the phrase "whole Board" herein refers to the total
number of directors which the corporation would have if there were no
vacancies.
2.
QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A
director need not be a stockholder or a resident of the State of Nevada. The
initial Board of Directors shall consist of two persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be two. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3.
ELECTION AND TERM. Directors may be elected in the manner prescribed by the
provisions of Sections 78.320 through 78.335 of the General Corporation Law of
Nevada. The first Board of Directors shall hold office until the first election
of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4.
MEETINGS.
- TIME.
Meetings shall be held at such time as the Board shall fix, except that the
first meeting of a newly elected Board shall be held as soon after its election
as the directors may conveniently assemble.
- PLACE.
Meetings shall be held at such place within or without the State of Nevada as
shall be fixed by the Board.
- CALL.
No call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the
President, or by a majority of directors in office.
- NOTICE
OR ACTUAL CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral, or any other mode
of notice of the time and place shall be given for special meetings in
sufficient time for the convenient assembly of the directors thereat. Notice if
any need not be given to a director or to any member of a committee of directors
who submits a written waiver of notice signed by him before or after the time
stated therein.
- QUORUM
AND ACTION. A majority of directors then in office, at a meeting duly assembled,
shall constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
the Articles of Incorporation or these Bylaws may otherwise provide, and except
as otherwise provided by the General Corporation Law, the act of the directors
holding a majority of the voting power of the directors, present at a meeting at
which quorum is present, is the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.
Members
of the Board or of any committee which may be designated by the Board may
participate in a meeting of the Board or of any such committee, as the case may
be, by means of a telephone conference or similar method of communication by
which all persons participating in the meeting hear each other. Participation in
a meeting by said means constitutes presence in person at the
meeting.
-
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5.
REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or
without cause in accordance with the provisions of the General Corporation
Law.
6.
COMMITTEES. Whenever its number consists of two or more, the Board of Directors
may designate one or more committees which have such powers and duties as the
Board shall determine. Any such committee, to the extent provided in the
resolution or resolutions of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.
7.
WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the
Board of Directors or of any committee thereof may be taken without a meeting
if, before or after the action, a written consent thereto is signed by all
members of the Board or of the committee, as the case may be.
ARTICLE
III
1.
OFFICERS. The corporation must have a President, a Secretary, and a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the Board, a Vice- Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of
Directors.
2.
QUALIFICATIONS. Except as may otherwise be provided in the resolution choosing
him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the Board, if any, need be a director.
Any
person may hold two or more offices, as the directors may
determine.
3. TERM
OF OFFICE. Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor shall have been chosen or until his resignation or removal before
the expiration of his term.
Any
officer may be removed, with or without cause, by the Board of Directors or in
the manner determined by the Board.
Any
vacancy in any office may be filled by the Board of Directors or in the manner
determined by the Board.
4. DUTIES
AND AUTHORITY. All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as shall
be prescribed in the resolution designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions or instruments may be inconsistent therewith.
ARTICLE
IV
REGISTERED
OFFICE
The
location of the initial registered office of the corporation in the State of
Nevada is the address of the initial resident agent of the corporation, as set
forth in the original Articles of Incorporation.
The
corporation shall maintain at said registered office a copy, certified by the
Secretary of State of the State of Nevada, of its Articles of Incorporation, and
all amendments thereto, and a copy, certified by the Secretary of the
corporation, of these Bylaws, and all amendments thereto. The corporation shall
also keep at said registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the corporation, showing their places of residence, if
known, and the number of shares held by them respectively or a statement setting
out the name of the custodian of the stock ledger or duplicate stock ledger, and
the present and complete post office address, including the street and number,
if any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE
V
CORPORATE
SEAL OR STAMP
The
corporate seal or stamp shall be in such form as the Board of
Directors
may prescribe.
ARTICLE
VI
FISCAL
YEAR
The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE
VII
CONTROL
OVER BYLAWS
The power
to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested
in the Board of Directors subject to the Bylaws, if any, adopted by the
stockholders.
I HEREBY
CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of
China Carbon Graphite Group, Inc., a Nevada corporation, as in effect on the
date hereof.
Dated:
October 28, 2009
By:
/s/ Donghai
Yu
Donghai
Yu, Secretary
China
Carbon Graphite Group, Inc.
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