Attached files
Exhibit 3.2
BYLAWS
OF
Lin'an Tendga Food Corp
The following are the Bylaws of Lin'an Tendga Food Corp a
Wyoming corporation:
ARTICLE I. OFFICE
The principal office of the Corporation in the State of
Wyoming shall be located at such place as the Board of Directors may from time
to time determine. The Corporation may have such other offices, either within or
without the State of Wyoming as the Board of Directors may designate or as the
business of the Corporation may require from time to time. The
registered office of the Corporation as required by the WYOMING Corporation Act
to be maintained in the State of WYOMING, may be, but is not required
to be identical to the principal office and the address of the registered agent
may be changed from time to time by the Board of Directors. If the principal
executive office is located outside the State of Wyoming, and the Corporation
has one or more business offices in the State of Wyoming, the Board
shall fix and designate a principal business office in the State of
Wyoming.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual
Meeting. The annual meeting of the Shareholders shall be held
between January 1st and December 31st each year, on such date and at such hour
as may be specified in the Notice of Meeting or in a duly executed Waiver of
Notice thereof, for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday in the State of Wyoming, such
meeting shall be held on the next succeeding business day. If the
election of Directors shall not be held on the day designated herein for any
annual meeting of the Shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
Shareholders as soon thereafter as conveniently may be. Failure to
hold the annual meeting within the above proscribed time shall not act as a
forfeiture or grounds for dissolution of the Corporation.
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SECTION 2. Special
Meetings. Special meetings of the Shareholders, for any
purpose or purposes, may be called by the Board of Directors, by the holders of
not less than one-tenth (1/10) of all the shares of the Corporation entitled to
vote at the meeting, or by the President of the Corporation.
SECTION 3. Place of
Meeting. The Board of Directors may designate any place,
either within or without the State of Wyoming, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting of Shareholders or for
any special meeting of Shareholders called by the Board of
Directors. If no designation is made by the Board, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Corporation in the State of Wyoming. Notwithstanding the first
two sentences of this Section, a Waiver of Notice signed by all Shareholders
entitled to vote at a meeting, whether an annual or special meeting, may
designate any place, either within or without the State of Wyoming, unless
otherwise prescribed by statute, as the place of the holding of such
meeting.
SECTION 4. Notice of
Meeting. Written or printed notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered to each Shareholder
of record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by
first-class mail, by or at the direction of the President, the Secretary, or the
person or persons calling the meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the Shareholder at his address as it appears on the records of the Corporation,
with the postage thereon prepaid. Notice may be waived in accordance
with Article XII. If any action is proposed to be taken at any
meeting for approval of the following actions under the Wyoming
General Corporation Law (all references herein to "Corporations Code" refer to
the Wyoming Corporations code, General Corporation Law): (i) a
contract or transaction in which a director has a direct or indirect
financial interest under Corporations Code, (ii) an amendment of the
Articles of Incorporation under Corporations Code, (iii) a reorganization
of the Corporation under Corporations Code, (iv) a voluntary
dissolution of the Corporation under Corporations Code, or (v) a
distribution in dissolution other than in accordance with the rights
of outstanding preferred shares under Corporations Code, the notice shall also
state the general nature of that proposal.
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SECTION 5. Fixing of Record
Date. The Board of Directors may fix a date, not less than ten
(10) nor more than sixty (60) days before the date set for any meeting of the
Shareholders, as the record date as of which the Shareholders of record entitled
to notice of and to vote at such meeting and any adjournment thereof shall be
determined.
SECTION 6. Quorum. A
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
Shareholders. When a meeting is adjourned to another time or place,
it shall not be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and any business may be transacted at the
adjourned meeting that might have been transacted at the original date of the
meeting. If, however, after the adjournment, the Board fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given in compliance with Section 4 of this article to each Shareholder of
record on the new record date entitled to vote at such meeting. After
a quorum has been established at a Shareholders' meeting, the subsequent
withdrawal of Shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment
thereof.
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SECTION 7. Proxies. Every
Shareholder entitled to vote at a meeting of shareholders or to express consent
or dissent without a meeting, or his duly authorized attorney-in-fact, may
authorize another person or persons to act for him by proxy. The
proxy must be executed in writing by the Shareholder or his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of such meeting or at the time of expressing
such consent or dissent without a meeting. No proxy shall be valid
after the expiration of eleven (11) months of the date thereof unless provided
otherwise in the proxy. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of
Corporations Code.
SECTION 8. Voting of
Shares. Each outstanding share of stock shall be entitled to
one (1) vote upon each matter submitted to a vote at a meeting of the
Shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders unless a greater number is
required by the Wyoming Statutes.
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SECTION 9. Voting of Shares by Certain
Holders. Shares of stock standing in the name of another
corporation may be voted by the officer, agent or proxy designated by the Bylaws
of the corporate Shareholder or, in the absence of any applicable bylaw, by such
person as the board of directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a
certified copy of the bylaws or other instrument of the corporate
Shareholder. In the absence of any such designation or, in case of
conflicting designation by the corporate Shareholder, the chairman of the board,
the president, any vice president, the secretary, and the treasurer of the
corporate shareholder shall be presumed to possess, in that order, authority to
vote such shares.
Shares of stock held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name.
Shares of stock 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 of stock 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.
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A Shareholder whose shares of stock 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 or his nominee shall be entitled
to vote the shares so transferred.
Treasury shares, shares of its own stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
it, and shares of its own stock held by a corporation in a fiduciary capacity
shall not 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.
SECTION 10. Action 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. Directors may be elected by
written consent without a meeting only if the written consents of all
outstanding shares entitled to vote are obtained, except that a vacancy on the
Board (other than a vacancy created by the removal of a director) not filled by
the Board may be filled by the written consent of the holders of a majority of
the outstanding shares entitled to vote. All written consents shall be filed with the Secretary
and shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's proxy holder, or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the Secretary before the written consents of the number of shares required to
authorize the proposed action have been filed with the
Secretary.
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If the consents of all shareholders entitled to vote have
not been solicited in writing, and if the unanimous written consent
of all such shareholders shall not have been received, the Secretary shall
give prompt notice of the corporate action approved by the
shareholders without a meeting. This notice shall be given in the
manner specified in Section 4 of this Article. In the case of
approval of (i) contracts or transactions in which a director has a
direct or indirect financial interest under Corporations Code, (ii)
indemnification of agents of the Corporation under Corporations Code, (iii)
a reorganization of the Corporation under Corporations Code, or (iv)
a distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, under Corporations Code, notice of such
approval shall be given at least ten (10) days before the
consummation of any action authorized by that
approval.
In the event that the action to which the shareholder's
consent is such as would have required the filing of a certificate under any
other section of the law if such action had been voted on by shareholders in a
meeting thereof, the certificate filed under such other section shall state that
written consent has been given in accordance with the provisions of Wyoming
Statutes.
ARTICLE III. BOARD OF
DIRECTORS
SECTION 1. General
Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.
SECTION 2. Number, Tenure and
Qualification. The number of Directors of the Corporation
shall be established by resolution of the Shareholders from time to time, and
may be increased or decreased from time to time, provided the Corporation shall
always have at least one (1) Director. Each Director shall hold
office until the next annual meeting of Shareholders and until his successor
shall have been elected and qualified, or until his earlier resignation, removal
from office, or death. Resignation of Directors shall be in
accordance with Article V hereinafter.
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SECTION 3. Removal. Any
Director may be removed with or without cause by vote of the holders of a
majority of the shares entitled to vote at an election of Directors, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of a director shall not of itself
create contract rights.
SECTION 4. Regular
Meetings. A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw, except as provided in Article XIV of
these Bylaws, immediately after and at the same place as the annual meeting of
Shareholders. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.
SECTION 5. Special
Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, by the President or by the lesser of a
majority, or two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by
him/them.
SECTION 6. Notice. Notice
of any special meeting shall be given at least five (5) days before the meeting
by written notice delivered personally, or by mail, or by telegram or cablegram
to each Director at his business address, unless in case of emergency, the
Chairman of the Board or the President shall prescribe a shorter notice to be
given personally or by telegraphing each Director at his residence or business
address. If a notice of meeting is mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. Any Director may waive notice of any
meeting, before or after the meeting in accordance with Article
XII. The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in which it has
been called or convened, except when a Director states, at the beginning of the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened.
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SECTION 7. Quorum. A
majority of the number of Directors fixed pursuant to Section 2 of this Article
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors. A majority of the Directors present, whether or
not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be
given to the Directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors.
SECTION 8. Manner of
Acting. 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.
SECTION 9. Vacancies. Any
vacancy occurring in the Board of Directors, including any vacancy created by
reason of an increase in the number of Directors, may be filled by the
affirmative vote of a majority of the Shareholders. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the Shareholders, or until his earlier resignation, removal from
office or death.
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SECTION 10. Compensation. By
resolution of the Board of Directors, the Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors, and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefore.
SECTION 11. 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 he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
SECTION 12. Constructive Presence at a
Meeting. A member of the Board of Directors may participate in
a meeting of such Board by means of a conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other at the same time. Participating by such
means shall constitute presence in person at a meeting.
SECTION 13. Action without a
Meeting. Any action required or
permitted to be taken by the Board may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to that
action. The written consent or consents shall be filed with the
minutes of the proceedings of the Board. The action by written
consent shall have the same force and effect as a unanimous vote of such
directors.
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ARTICLE IV. OFFICERS
SECTION 1. Number and
Qualifications. The officers of the Corporation shall be the
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and
agents as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two (2) or more offices may be held by the same
person.
SECTION 2. Election and Term of
Office. The officers of the Corporation shall be elected
annually by the Board of Directors at the regular meeting of the Board of
Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his earlier resignation, removal from office or
death. Resignation of officers shall be in accordance with Article
V.
SECTION 3. Removal. Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors with or without cause, 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.
SECTION 4. Vacancies. A
vacancy, however occurring, in any office may be filled by the Board of
Directors for the unexpired portion of the term.
SECTION 5. President. The
President shall be the principal executive officer of the Corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business affairs of the Corporation. He shall,
when present, preside at all meetings of the Shareholders and of the Board of
Directors, unless the Board of Directors has elected a Chairman of the Board and
the Chairman of the Board is present at such meeting. The President
may sign deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties as from time to time may be assigned to him by the
Board of Directors.
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SECTION 6. Vice-President. If
a Vice-President is elected or appointed, in the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President shall
have 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-President shall perform such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
SECTION 7. Secretary. The
Secretary shall: (a) keep the minutes of all the meetings of the
shareholders and the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder; (e) have general charge of the stock
transfer books of the Corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors.
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SECTION 8. Treasurer. The
Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (b) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall
determine.
SECTION 9. Salaries. The
salaries of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.
SECTION 10. Disqualification of an
Officer. If any officer is elected to a public office or
accepts employment that, pursuant to existing law, places restrictions or
limitations upon his continued rendering of service to the Corporation, then
such officer shall no longer be qualified to serve as an officer to the
Corporation and he shall be deemed to have forthwith submitted his resignation
as an officer of the Corporation.
ARTICLE V. RESIGNATIONS
Any Director or Officer of the Corporation may resign at
any time by giving written notice to the Board of Directors, and if there are no
Directors then to all of the Shareholders. Any such resignation shall
take effect at the time specified therein, or, if the time be not specified
therein, upon its acceptance by the party or parties to whom notice is given
hereunder.
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ARTICLE VI. CONTRACTS,
LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, unless otherwise restricted by
law. Such authority may be general or confined to specific
instances.
SECTION 2. Loans. No
loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks, Drafts,
etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
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ARTICLE VII. CERTIFICATES
FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for
Shares. Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by
the Secretary or by such other officers authorized by law and by the Board of
Directors so to do. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address
of the person to whom the shares represented thereby are issued, with the number
of shares and date of issue, shall be entered in the corporate
records. All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
SECTION 2. Transfer of
Shares. Transfer of shares of the Corporation shall be made in
the records of the Corporation only when the holder of record thereof or his
legal representative, or his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, shall furnish
proper evidence of authority to transfer, and when there is surrendered for
cancellation the certificate for such shares, properly endorsed. The
person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all
purposes.
ARTICLE VIII. FISCAL
YEAR
The fiscal year of the Corporation shall be as determined
by the Board of Directors of the Corporation.
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ARTICLE IX. DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.
ARTICLE X. INDEMNIFICATION
The Corporation shall indemnify any Director or officer or
any former Director or officer, to the full extent permitted by
law.
ARTICLE XI. SEAL
The Board of Directors may provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, "Corporate
Seal". As an alternative to an official corporate seal, the signature
of the Secretary or other officer of the Corporation on a facsimile or graphical
image of a corporate seal shall serve as the official “corporate seal” of the
Corporation.
ARTICLE XII. WAIVER OF
NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any Shareholder or Director of the Corporation under the
provisions of these Bylaws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, or written consent as to the action
to be taken for which the notice was given, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XIII. RULES OF
ORDER
Roberts' Rules of Order shall prescribe the rules of
conduct for all meetings of the Corporation so far as not inconsistent with the
laws of Wyoming, with the Articles of Incorporation, or with these
Bylaws.
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ARTICLE XIV. AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by a vote of a majority of the Shareholders, at any annual
Shareholders' meeting or at any special Shareholders' meeting, provided notice
of the proposed change is given in the notice of such meeting. If
there is a proposed change to be taken up at a meeting of the Shareholders,
notice of such meeting must be given under the terms of Article II, Section 4 of
these Bylaws.
ARTICLE XV. PROCEDURE UPON
DEATH OR DISQUALIFICATION
OF A
SOLE SHAREHOLDER
As provided in Article II of the Articles of Incorporation
of the Corporation, the Corporation shall have perpetual
existence. Therefore, in the event of the death or disqualification
of a sole Shareholder, then, and in that event, unless the stock of the deceased
or disqualified Shareholder is sold to a person who is qualified to be a
Shareholder of the Corporation pursuant to the provisions of Section 11 of
Article II of these bylaws, the Articles of Incorporation of the Corporation
shall be forthwith amended so that it may continue on as a general corporation
to conduct other businesses authorized by the provisions of Wyoming
Statutes.
ARTICLE
XVI. ANNUAL REPORTS.
The Corporation shall annually during the calendar month in
which its original Articles of Incorporation were filed or during the
preceding five (5) calendar months, file with the Secretary of
State of the State of Wyoming, on the prescribed form, a statement
setting forth the authorized number of directors, the names and
complete business or residence addresses of all incumbent directors, the
names and complete business or residence addresses of the Chief
Executive Officer, the Secretary, and the Chief Financial Officer,
the street address of its principal executive office or principal business
office in the State of Wyoming, and the general type of business
constituting the principal business activity of the Corporation,
together with a designation of the agent of the Corporation for the purpose of
service of process, all in compliance with Corporations
Code.
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Notwithstanding the preceding paragraph, if there has been
no change in the information contained in the Corporation's last
annual statement on file with the Secretary of State of the State of Wyoming,
the Corporation may, in lieu of filing the annual statement described
in the preceding paragraph, advise the Secretary of State, on the
appropriate form, that no changes in the required information have
occurred during the applicable period.
The foregoing is a true and correct copy of the Bylaws of
Lin’an Tengda Food Corp as adopted by the Board of Directors of the corporation
on the 15 day of April, 2009.
ATTEST: |
Secretary |
Mr. Wu Xiaozhong |
15/04/2009 |
Date |
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