Attached files
file | filename |
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EX-4 - SUBSCRIPTION AGREEMENT - Plycrete, Inc. | plycreteexhibit4.htm |
EX-5 - OPINION OF COUNSEL AND CONSENT OF COUNSEL - Plycrete, Inc. | plycreteexhibits5.htm |
EX-23 - CONSENT OF INDEPENDENT REGISTERED CPA - Plycrete, Inc. | plycreteexhibits23.htm |
EX-3.1 - ARTICLES OF INCORPORATION - Plycrete, Inc. | plycreteexhi9bit31.htm |
EX-10 - LICENSE AGREEMENT - Plycrete, Inc. | plycreteexhibits10.htm |
S-1 - PLYCRETE FORM S-1 02/01/10 - Plycrete, Inc. | plycretes1020110.htm |
PLYCRETE
INC.
By-Laws
ARTICLE
I MEETING OF
STOCKHOLDERS
1. Stockholders
meetings shall be held in the office of the Corporation, at Carson City, NV, or
at such other place or places as the directors shall from time to time
determine.
2. The
annual meeting of the Stockholders of this Corporation shall be held at 11 A.M.,
on the 21st. day of August of each year beginning in 2008, at which time there
shall be elected by the Stockholders of the Corporation a Board of Directors for
the ensuing year, and the Stockholders shall transact such other business as
shall properly come before them.
3. A
notice setting out the time and place of such annual meeting shall be mailed
postage prepaid to each of the Stockholders of record, at his address and as the
same appears on the stock book of the company, or if no such address appears, at
his last known place of business, at least ten (10) days prior to the annual
meeting.
4. If
a quorum is not present at the annual meeting, the Stockholders present, in
person or by proxy, may adjourn to such future time as shall be agreed upon by
them, and notice of such adjournment shall be mailed, postage prepaid, to each
Stockholder of record at least ten (10) days before such date to which the
meeting was adjourned; but if a quorum is present, they may adjourn from day to
day as they see fit, and no notice of such adjournment need be
given.
5. Special
meetings of the Stockholders may be called at any time by the President; by all
of the Directors provided there are no more than three, or if more than three,
by any three Directors; or by the holder of a majority share of the capital
stock of the Corporation. The Secretary shall send a notice of such called
meeting to each Stockholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the Stockholders, unless by unanimous consent of all the
Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.
6. A
majority of the stock issued and outstanding, either in person or by proxy,
shall constitute a quorum for the transaction of business at any meeting of the
Stockholders.
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7.
Each Stockholder shall be entitled to one vote for each share of stock in
his own name on the books of the company, whether represented in person or by
proxy.
8.
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All proxies shall be in writing and
signed.
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9.
The
following order of business shall be observed at all meetings of the
Stockholders so far as is practicable:
a. Call the
roll;
b. Reading,
correcting, and approving of the minutes of the previous
meeting;
c. Reports
of Officers;
d. Reports
of Committees;
e. Election
of Directors;
f. Unfinished
business; and
g. New
business.
ARTICLE
II STOCK
1. Certificates
of stock shall be in a form adopted by the Board of Directors and shall be
signed by the President and Secretary of the Corporation.
2. All
certificates shall be consecutively numbered; the name of the person owning the
shares represented thereby, with the number of shares and the date of the issue
shall be entered on the company’s books.
3. All
certificates of stock transferred by endorsement thereon shall be surrendered by
cancellation and new certificates issued to the purchaser or
assignee.
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ARTICLE
III DIRECTORS
1. A
Board of Directors, consisting of at least one (1) person shall be chosen
annually by the Stockholders at their meeting to manage the affairs of the
company. The Directors’ term of office shall be one year, and Directors may be
re-elected for successive annual terms.
2. Vacancies
on the Board of Directors by reason of death, resignation or other causes shall
be filled by the remaining Director or Directors choosing a Director or
Directors to fill the unexpired term.
3. Regular
meetings of the Board of Directors shall be held at 1 P.M., on the 21st. day of
August of each year beginning in 2008 at the office of the company in Carson
City, NV, or at such other time or place as the Board of Directors shall by
resolution appoint; special meetings may be called by the President or any
Director giving ten (10) days notice to each Director.
Special
meetings may also be called by execution of the appropriate waiver of notice and
call when executed by a majority of the Directors of the company. A majority of
the Directors shall constitute a quorum.
4. The
Directors have the general management and control of the business and affairs of
the company and shall exercise all the powers that may be exercised or performed
by the Corporation, under the statutes, the Articles of Incorporation, and the
By-Laws. Such management will be by equal vote of each member of the Board of
Directors with each board member having an equal vote.
5. A
resolution, in writing, signed by all or a majority of the members of the Board
of Directors, shall constitute action by the Board of Directors to effect
therein expressed, with the same force and effect as though such resolution has
been passed at a duly convened meeting; and it shall be the duty of the
Secretary to record every such resolution in the Minute Book of the Corporation
under its proper date.
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ARTICLE
IV OFFICERS
1. The
officers of this company shall consist of: a President, one or more Vice
President(s), Secretary, Treasurer, Resident Agent, and such other officers as
shall, from time to time, be elected or appointed by the Board of
Directors.
2. The
PRESIDENT shall preside at all meetings of the Directors and the Stockholders
and shall have general charge and control over the affairs of the Corporation
subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of
Directors.
3. The
VICE PRESIDENT shall exercise the functions of the President during the absence
or disability of the President and shall have such powers and such duties as may
be assigned to him from time to time by the Board of Directors.
4. The
SECRETARY shall issue notices for all meetings as required by the By-Laws, shall
keep a record of the minutes of the proceedings of the meetings of the
Stockholders and Directors, shall have charge of the corporate books, and shall
make such reports and perform such other duties as are incident to his office,
or property required of him by the Board of Directors. He shall be responsible
that the corporation complies with Section 78.105 of the Nevada Corporation laws
and supplies to the Nevada Resident Agent or Registered Office in Nevada, and
maintain, any and all amendments or changes to the By-Laws of the Corporation.
In compliance with Section 78.105, he will also supply to the Nevada Resident
Agent or registered Office in Nevada, and maintain, a current 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 street and number, if
any, where such stock ledger or duplicate stock ledger specified in the section
is kept.
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5. The
TREASURER shall have the custody of all monies and securities of the Corporation
and shall keep regular books of account. He shall disburse the funds of the
Corporation in payment of the just demands against the Corporation, or as may be
ordered by the Board of Directors, making proper vouchers for such disbursements
and shall render to the Board of Directors, from time to time, as may be
required of him, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He shall perform all duties incident to
his office or which are properly required of him by the Board of
Directors.
6. The
RESIDENT AGENT shall be in charge of the Corporation’s registered office in the
State of Nevada, upon whom process against the Corporation may be served and
shall perform all duties required of him by statute.
7. The
salaries of all offices shall be fixed by the Board of Directors and may be
changed from time to time by a majority vote of the board.
8. Each
such officer shall serve for a term of one (1) year or until their successors
are chosen and qualified. Officers may be re-elected or appointed for successive
annual terms.
9. The
Board of Directors may appoint such other officers and agents, as it shall deem
necessary or expedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
ARTICLE
V INDEMNIFICATION OF OFFICERS AND DIRECTORS
1. The
Corporation shall indemnify any and all of its Directors and Officers, and its
form Directors and Officers, or any person who may have served at the
Corporations request as a Director or Officer of another Corporation in which it
owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officer(s) of the
Corporation, or of such other Corporation, except, in relation to matters as to
which any such director or officer or former Director or Officer or person shall
be adjudged in such action, suite or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of Stockholders or otherwise.
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ARTICLE
VI AMENDMENTS
1. Any
of these By-Laws may be amended by a majority vote of the Stockholders at any
meeting or at any special meeting called for that purpose.
2. The
Board of Directors may amend the By-Laws or adopt additional By-Laws, but shall
not alter or repeal any By-Law adopted by the Stockholders of the
company.
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CERTIFIED
TO BE THE BY-LAWS OF:
PLYCRETE
INC.
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/s/
Madeleine Houle
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Name:
Maedeleine Houle
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Title:
Secratary
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