Attached files
file | filename |
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S-1 - Virtus Oil & Gas Corp. | cgold_s1.htm |
EX-3.1 - Virtus Oil & Gas Corp. | cgold_ex3-1.htm |
EX-5.1 - Virtus Oil & Gas Corp. | cgold_ex5.htm |
EX-23.1 - Virtus Oil & Gas Corp. | cgold_ex23.htm |
BYLAWS OF CURRY GOLD
CORP
a NEVADA
CORPORATION
TABLE
OF CONTENTS
Page
|
|
ARTICLE 1 OFFICES
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1
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1.1
Business Office
|
1
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1.2
Registered Office
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1
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ARTICLE
2 SHARES AND TRANSFER
|
1
|
2.1
Regulation
|
1
|
2.2
Certificates for Shares
|
1
|
2.3
Cancellation of Certificates
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1
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2.4
Lost, Stolen or Destroyed Certificates
|
1
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2.5
Transfer of Shares
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2
|
2.6
Transfer Agent
|
2
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2.7
Close of Transfer Book and Record Date
|
3
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ARTICLE 3 SHAREHOLDERS AND
MEETINGS
|
3
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3.1
Shareholders of Record
|
3
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3.2
Meetings
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3
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3.3
Annual Meeting
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3
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3.4
Special Meetings
|
3
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3.5
Notice
|
3
|
3.6
Meeting of All Shareholders
|
3
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3.7
Quorum
|
3
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3.8
Manner of Acting
|
4
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3.9
Proxies
|
4
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3.10
Voting of Shares
|
4
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3.11
Voting of Shares by Certain Holders
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4
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3.12
Information Action by Shareholders
|
4
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3.13
Voting by Ballot
|
4
|
3.14
Cumulative Voting
|
4
|
ARTICLE 4 DIRECTORS, POWERS AND
MEETINGS
|
5
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4.1
Board of Directors
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5
|
4.2
Regular Meetings
|
5
|
4.3
Special Meeting
|
5
|
4.4
Notice
|
5
|
4.5
Participation by Electronic Means
|
5
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4.6
Quorum and Manner of Acting
|
6
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4.7
Organization
|
6
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4.8
Presumption of Assent
|
6
|
4.9
Informal Action By Directors
|
6
|
4.10
Vacancies
|
6
|
4.11
Compensation
|
6
|
4.12
Removal of Directors
|
6
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4.13
Resignations
|
6
|
4.14
General Powers
|
6
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ARTICLE 5 OFFICERS
|
7
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5.1
Term and Compensation
|
7
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5.2
Powers
|
7
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5.3
Compensation
|
8
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5.4
Delegation of Duties
|
8
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5.5
Bonds
|
8
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5.6
Removal
|
8
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ARTICLE 6 EXECUTION OF
INSTRUMENTS
|
8
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ARTICLE
7 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
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9
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ARTICLE
8 AMENDMENTS
|
9
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CERTIFICATE
OF SECRETARY
|
9
|
ARTICLE
1
OFFICES
1.1. Business
Office. The principal office and place of business of the
corporation shall be Bachstrasse 1, CH-9606 Butschwil, Switzerland. Other
offices and places of business may be established from time to time by
resolution of the Board of Directors or as the business of the corporation may
require.
1.2. Registered
Office. The registered office of the corporation shall be 1117
Desert Lane, Las Vegas, NV 89102, United States. The registered
office of the corporation required by the Nevada Business Corporation Act to be
maintained in the State of Nevada, may be, but need not be, identical with any
principal office in the State of Nevada, and the address of the registered
office may be changed from time to time by the Board of Directors.
ARTICLE
2
SHARES AND
TRANSFER
2.1. Regulation. The
Board of Directors may make such rules are regulations as it may deem
appropriate concerning the issuance, transfer and registration of certificates
for shares of the corporation, including the appointment of transfer agents and
registrars.
2.2. Certificates for
Shares. Certificates representing shares of the corporation
shall be respectively numbered serially for each class of shares, or series
thereof, as they are issued, shall be impressed with the corporate seal or a
facsimile thereof, and shall be signed by the Chairman or Vice Chairman of the
Board of Directors or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or by the Secretary or an Assistant Secretary;
provided that any or all of the signatures may be facsimiles if the certificate
is countersigned by a transfer agent, or registered by a registrar, other than
the corporation itself or its employee. Each certificate shall state
the name of the corporation, the fact that the corporation is organized or
incorporated under the laws of the State of Nevada, the name of the person to
whom issued, the date of issue, the class (or series of any class) , the number
of shares represented thereby and the par value of the shares represented
thereby or a statement that such shares are without par value. A
statement of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall be
set forth in full or summarized on the face or back of the certificates which
the corporation shall issue, or in lieu thereof, the certificate may set forth
that such a statement or summary will be furnished to any shareholder upon
request without charge. Each certificate shall be otherwise in such
form as may be prescribed by the Board of Directors and as shall conform to the
rules of any stock exchange on which the shares may be listed.
2.3. Cancellation of
Certificates. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.
2.4. Lost, Stolen or Destroyed
Certificates. Any shareholder claiming that his certificate
for shares is lost, stolen or destroyed may make an affidavit or affirmation of
the fact and lodge the same with the Secretary of the corporation, accompanied
by a signed application for a new certificate. Thereupon, and upon
the giving of a satisfactory bond of indemnity to the corporation not exceeding
an amount double the value of the shares as represented by such certificate (the
necessity for such bond and the amount required to be determined by the
President and Treasurer of the corporation), a new certificate may be issued of
the same tenor and representing the same number, class and series of shares as
were represented by the certificate alleged to be lost, stolen or
destroyed.
1
2.5. Transfer of
Shares. Subject to the terms of any shareholder or other
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the
holder thereof in person or by his duly authorized attorney, upon the surrender
and cancellation of a certificate or certificates for a like number of
shares. Upon presentation and surrender of a certificate for shares
properly endorsed and payment of all taxes therefor, the transferee shall be
entitled to a new certificate or certificates in lieu thereof. As
against the corporation, a transfer of shares can be made only on the books of
the corporation and in the manner hereinabove provided, and the corporation
shall be entitled to treat the holder of record of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Nevada.
2.6. Transfer
Agent. Unless otherwise specified by the board of Directors by
resolution, the Secretary of the corporation shall act as transfer agent of the
certificates representing the shares of stock of the corporation. The
transfer agent shall maintain a stock transfer book, the stubs in which shall
set forth among other things, the names and addresses of the holders of all
issued shares of the corporation, the number of shares held by each, the
certificate numbers representing such shares, the date of issue of the
certificates representing such shares, and whether or not such shares
originate from original issue or from transfer. The names and
addresses of the shareholders as they appear on the stubs of the stock transfer
book shall be conclusive evidence as to who are the shareholders of record and
as such entitled to receive notice of the meetings of shareholders; to vote at
such meetings; to examine the list of the shareholders entitled to vote at
meetings; to receive dividends; and to own, enjoy and exercise any other
property or rights deriving from such shares against the
corporation. Each shareholder shall be responsible for notifying the
Secretary in writing of any change in his name or address and failure so to do
will relieve the corporation, its directors, officers and agents, from liability
for failure to direct notices or other documents, or pay over or transfer
dividends or other property or rights, to a name or address other than the name
and address appearing on the stub of the stock transfer book.
2.7. Close of Transfer Book and
Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for
a stated period, but not to exceed, in any case, sixty days. If the
stock transfer books shall be closed for the purpose of determining shareholders
entitled to notice of, or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
ARTICLE
3
SHAREHOLDERS AND
MEETINGS
3.1. Shareholders of
Record. Only shareholders of record on the books of the
corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Nevada.
3.2. Meetings. Meetings
of shareholders shall be held at the principal office of the corporation, or at
such other place as specified from time to time by the Board of
Directors. If the Board of Directors shall specify another location
such change in location shall be recorded on the notice calling such
meeting.
2
3.3. Annual
Meeting. The annual meeting of shareholders of the corporation
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at such time as may be
determined by the Board of Directors by resolution in conformance with Nevada
law. If the election of Directors shall not be held on the day
designated herein for any annual meeting of the shareholders, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
3.4. Special
Meetings. Special meetings of shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
President, the Board of Directors, the holders of not less than one-tenth of all
the shares entitled to vote at the meeting, or legal counsel of the corporation
as last designated by resolution of the Board of Directors.
3.5. Notice. Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered unless otherwise prescribed by statute not less than ten days nor more
than sixty days before the date of the meeting, either personally or by mail, by
or at the direction of the President, the Secretary, or the officer or person
calling the meeting to each shareholder of record entitled to vote at such
meeting. Any shareholder may waive notice of any
meeting. Notice to shareholders of record, if mailed, shall be deemed
given as to any shareholder of record, when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid, but if three successive
letters mailed to the last-known address of any shareholder of record are
returned as undeliverable, no further notices to such shareholder shall be
necessary, until another address for such shareholder in made known to the
corporation.
3.6. Meeting of All
Shareholders. If all of the shareholders shall meet at any
time and place, either within or without the State of Nevada, and consent to the
holding of a meeting at such time and place, such meeting shall be valid without
call or notice, and at such meeting any corporate action may be
taken.
3.7. Quorum. A
majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, except as otherwise provided by the Nevada Business Corporation
Act and the Articles of Incorporation. In the absence of a quorum at
any such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days without further
notice. At such adjourned meeting at which a quorum shall be
presenter represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
3.8. Manner of
Acting. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
3.9. Proxies. At
all meetings of shareholders a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six months from the date of its execution, unless otherwise provided in the
proxy.
3.10. Voting of
Shares. Unless otherwise provided by these Bylaws or the
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3
3.11. Voting of Shares by Certain
Holders. Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the Board of Directors
of such other corporation may determine. Shares standing in the name
of a deceased person, a minor ward or an incompetent person, may be voted by his
administrator, executor, court appointed guardian or conservator, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian or
conservator. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his
name. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so
transferred. Neither shares of its own stock belonging to this
corporation, nor shares of its own stock held by it in a fiduciary capacity, nor
shares of its own stock held by another corporation if the majority of shares
entitled to vote for the election of directors of such corporation is held by
this corporation may be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding shares at any
given time. Redeemable shares which have been called for redemption
shall not be entitled to vote on any matter and shall not be deemed outstanding
shares on and after the date on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
irrevocably deposited or set aside to pay the redemption price to the holders of
the shares upon surrender of certificates therefor.
3.12. Information Action by
Shareholders. Any action required or permitted to be taken at
a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders holding at least a majority of the Corporation's common
stock.
3.13. Voting by
Ballot. Voting on any question or in any election may be by
voice vote unless the presiding officer shall order that voting be by
ballot.
3.14. Cumulative
Voting. No shareholder shall be permitted to cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principal among any number of candidates.
ARTICLE
4
DIRECTORS, POWERS AND
MEETINGS
4.1. Board of
Directors. The business and affairs of the corporation shall
be managed by a board of not less than two (2) nor more than nine (9)
directors. Directors need not be shareholders of the corporation
or residents of the State of Nevada and who shall be elected at the annual
meeting of shareholders or some adjournment thereof. Directors shall
hold office until the next succeeding annual meeting of shareholders and until
their successors shall have been elected and shall qualify. The
Board of Directors may increase or decrease, to not less than three (3), nor
more than nine (9), the number of directors by resolution.
4.2. Regular
Meetings. A regular, annual meeting of the Board of Directors
shall be held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required in connection
therewith. The annual meeting of the Board of Directors shall be for
the purpose of electing officers and the transaction of such other business as
may come before the meeting. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Nevada,
for the holding of additional regular meetings without other notice than such
resolution.
4.3. Special
Meeting. Special meetings of the Board of Directors may be
called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the State
of Nevada, as the place for holding any special meeting of the Board of
Directors called by them.
4
4.4. Notice. Written
notice of any special meeting of directors shall be given as
follows:
(a) By
mail to each director at his business address at least three days prior to the
meeting; or
(b) By
personal delivery, telephone, or telegram at least twenty-four hours prior
to the meeting to the business address of each director, or in the event such
notice is given on a Saturday, Sunday or holiday, to the residence address of
each director. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such
meeting.
4.5. Participation by Electronic
Means. Except as may be otherwise provided by the Articles of
Incorporation or Bylaws, members of the Board of Directors or any committee
designated by such Board may participate in a meeting of the Board or committee
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other at the same
time. Such participation shall constitute presence in person at the
meeting.
4.6. Quorum and Manner of
Acting. A quorum at all meetings of the Board of Directors
shall consist of a majority of the number of directors then holding office, but
a smaller number may adjourn from time to time without further notice, until a
quorum is secured. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by the laws of the
State of Nevada or by the Articles of Incorporation or these
Bylaws.
4.7. Organization. The
board of Directors shall elect a chairman to preside at each meeting of the
Board of Directors. The Board of Directors shall elect a Secretary to
record the discussions and resolutions of each meeting.
4.8. Presumption of
Assent. A director of the corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless such dissent
shall be entered in the minutes of the meeting or unless said
director files written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
4.9. Informal Action By
Directors. Any action required or permitted to be taken by the
Board of Directors, or a committee thereof, at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors or all the committee members entitled to vote with
respect to the subject matter thereof.
4.10. Vacancies. Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, and shall hold such office
until his successor is duly elected and shall qualify. Any
directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting, or at a special meeting
of shareholders called for that purpose. A director chosen to fill a
position resulting from an increase in the number of directors shall hold office
only until the next election of directors by the shareholders.
5
4.11. Compensation. By
resolution of the Board of Directors and irrespective of any personal interest
of any of the members, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
4.12. Removal of
Directors. Any director or directors of the corporation may be
removed at any time, with or without cause, in the manner provided in the Nevada
Business Corporation Act.
4.13. Resignations. A
director of the corporation may resign at any time by giving written notice to
the Board of Directors, President or Secretary of the
corporation. The resignation shall take effect upon the date of receipt of such notice, or at any later period of time
specified therein. The acceptance of such resignation shall not be
necessary to make it effective, unless the resignation requires it to be
effective as such.
4.14. General
Powers. The business and affairs of the corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders. The directors shall pass upon
any and all bills or claims of officers for salaries or other compensation and,
if deemed advisable, shall contract with officers, employees, directors,
attorneys, accountants, and other persons to render services to the
corporation.
ARTICLE
5
OFFICERS
5.1. Term and
Compensation. The elective officers of the corporation shall consist of
at least a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. Unless removed in accordance with
procedures established by law and these Bylaws, said officers shall serve until
their respective successors are elected and shall qualify. Any number of offices
may be held by the same person at the same time. The Board may elect
or appoint such other officers and agents as it may deem advisable, who shall
hold office at the pleasure of the Board.
5.2. Powers. The
officers of the corporation shall exercise and perform the respective powers,
duties and functions as are stated below, and as may be assigned by the Board of
Directors.
(a) 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 officers of the
corporation. The President shall preside, when present, at all
meetings of the shareholders and of the Board of Directors unless a different
chairman of such meetings is elected by the Board of Directors.
(b) In
the absence or disability of the President, the Vice-President or
Vice-Presidents, if any, in order of their rank as fixed by the Board of
Directors, and if not ranked, the Vice-Presidents in the order 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 on
the President. Each Vice-President shall have such other powers and
perform such other duties as may from time to time be assigned to him by the
President or the Board of Directors.
(c) The
Secretary shall keep accurate minutes of all meetings of the shareholders and
the Board of Directors unless a different Secretary of such meetings is elected
by the Board of Directors. The Secretary shall keep, or cause to be
kept a record of the shareholders of the corporation and shall be responsible
for the giving of notice of meetings of the shareholders or the Board of
Directors. The Secretary shall be custodian of the records and of the
seal of the corporation and shall attest the affixing of the seal of the
corporation when so authorized. The Secretary or Assistant Secretary
shall sign all stock certificates, as described in Section 2.2
hereof. The Secretary shall perform all duties commonly incident to
his office and such other duties as may from time to time be assigned to him by
the President or the Board of Directors.
6
(d) An
Assistant Secretary may, at the request of the Secretary, or in the absence or
disability of the Secretary, perform all of the duties of the
Secretary. The Assistant Secretary shall perform such other duties as
may be assigned by the President or by the Secretary.
(e) The
Treasurer, subject to the order of the Board of Directors, shall have the care
and custody of the money, funds, valuable papers and documents of the
corporation. The Treasurer shall keep accurate books of accounts of
the corporation's transactions, which shall be the property of the corporation,
and shall render financial reports and statements of condition of the
corporation when so requested by the Board of Directors or
President. The Treasurer shall perform all duties commonly incident
to the office and such other duties as may from time to time be assigned by the
President or the Board of Directors. In the absence or disability of
the President and Vice-President or Vice-Presidents, the Treasurer shall perform
the duties of the President.
(f) An
Assistant Treasurer may, at the request of the Treasurer, or in the absence or
disability of the Treasurer, perform all of the duties of the
Treasurer. The Assistant Treasurer shall perform such other duties as
may be assigned by the President or by the Treasurer.
5.3. Compensation. All
officers of the corporation may receive salaries or other compensation if so
ordered and fixed by the Board of Directors. The Board of Directors
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable.
5.4. Delegation of
Duties. In the event of absence or inability of any officer to
act, the Board of Directors may delegate the powers or duties of such officer to
any other officer, director or person whom it may select.
5.5. Bonds. If
the Board of Directors by resolution shall so require, any officer or agent of
the corporation shall give bond to the corporation in such amount and with such
surety as the Board of Directors may deem sufficient, conditioned upon the
faithful performance of their respective duties and offices.
5.6. Removal. Any
officer or agent may be removed by the Board of Directors or by the executive
committee, if any, whenever in its judgment the best interest of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not, of itself, create contract
rights.
ARTICLE
6
EXECUTION OF
NSTRUMENTS
Except as
provided in these Bylaws, any instrument executed in the name of the
Corporation, including without limitation contracts, agreements, purchase
orders, notes, deeds, deeds of trust, mortgages, leases, security agreements,
checks and drafts issued, endorsements of checks and drafts received,
certificates, applications and reports, shall be executed by any one or more
officers, employees or agents of the Corporation as authorized from time to time
by the Board. Except as otherwise provided in these Bylaws or
by the Board, each officer has the authority to execute instruments in the name
of the Corporation when the execution of such instrument is incident to carrying
out such officer's duties.
ARTICLE
7
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
The
corporation shall, to the maximum extent permitted by the Nevada Business
Corporation Act and by the Articles of Incorporation, indemnify each of its
agents against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising from
the fact that such person is or was an agent of the corporation. For the
purposes of this Section, an “agent” of the corporation includes a person who is
or was a director, officer, employee, or other 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 any other
enterprise at the request of such predecessor corporation. The corporation
may purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by such agent in such
capacity or arising out of such agent's status as such, whether or not the
corporation would have the power to indemnify such agent against such liability
under the Nevada Business Corporation Act.
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ARTICLE
8
AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a
majority of the Directors present at any meeting of the Board of Directors of
the corporation at which a quorum is present.
CERTIFICATE OF
SECRETARY
I hereby
certify that the foregoing Bylaws, consisting of 9 pages, including this page,
constitute the Bylaws of Curry Gold Corp, adopted by the Board of Directors as
of the 1st day of October, 2009.
/s/ Soenke
Timm
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Soenke
Timm, Secretary
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