Attached files
| file | filename |
|---|---|
| S-1 - GEMINI TEA CORP. FORM S-1 - Gemini Tea Corp. | gemini-s1.htm |
| EX-3.1 - Gemini Tea Corp. | ex3-1.htm |
| EX-4.1 - Gemini Tea Corp. | ex4-1.htm |
| EX-23.1 - Gemini Tea Corp. | ex23-1.htm |
Exhibit 3.2
BYLAWS
OF
GEMINI
TEA CORP.
TABLE OF
CONTENTS
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ARTICLE
I: OFFICE
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1
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Section
1: Office
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1
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ARTICLE
II: DIRECTORS
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1
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Section
1. Function
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1
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Section
2. Compensation
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1
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Section
3. Presumption of Assent
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1
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Section
4. Number
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1
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Section
5. Election and Term
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1
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Section
6. Vacancies
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1
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Section
7. Removal of
Directors
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2
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Section
8. Resignation
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2
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Section
9. Quorum and Voting
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2
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Section
10. Chairman
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2
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Section
11. Executive and Other Committees
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2
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Section
12. Place of Meeting
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2
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Section
13. Time, Notice and Call of Meetings
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2
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Section
14. Action By Written Consent
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3
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ARTICLE
III: MEETINGS OF SHAREHOLDERS
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3
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Section
1. Annual Meeting
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3
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Section
2. Special Meeting
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3
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Section
3. Place
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3
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Section
4. Notice
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3
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Section
5. Shareholder Quorum
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4
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Section
6. Shareholder Voting
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4
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Section
7. Proxies
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4
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Section
8. Validation
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4
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Section
9. Conduct of Business By Written
Consent
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4
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ARTICLE
IV: OFFICERS
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4
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Section
1. Officers; Election; Resignation;
Vacancies
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4
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Section
2. Powers and Duties of Officers
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5
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Section
3. Removal of Officers
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5
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Section
4. Salaries
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5
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Section
5. Bank Accounts and Loans
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5
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Section
6. Agreements
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5
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ARTICLE
V: DISTRIBUTIONS
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5
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ARTICLE
VI: CORPORATE RECORDS
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6
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Section
1. Corporate Records
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6
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Section
2. Shareholders' Inspection Rights
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6
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Section
3. Financial Statements for
Shareholders
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7
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Section
4. Other Reports to Shareholders
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ARTICLE
VII: STOCK CERTIFICATES
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7
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Section
1. Issuance
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7
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Section
2. Registered Shareholders
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8
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Section
3. Transfer of Shares
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8
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Section
4. Transfer Agent and Registrar
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8
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Section
5. Lost, Stolen or Destroyed
Certificates
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8
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ARTICLE
VIII: INDEMNIFICATION
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8
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Section
1. Right to Indemnification
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8
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Section
2. Advances
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9
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Section
3. Savings Clause
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9
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ARTICLE
IX: AMENDMENT
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9
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ARTICLE
X: DIVIDENDS
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9
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ARTICLE
XI: FISCAL YEAR
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9
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ARTICLE
XII: CORPORATE SEAL
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9
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BYLAWS
OF
GEMINI
TEA CORP.
ARTICLE I. OFFICE
Section
1. Office.
The principal office of the Corporation outside the State of Nevada will be
located at 13836 Parkland Blvd SE, Calgary, Alberta T2J 3X4, Canada The
Corporation may maintain other offices, either within or outside of the State of
Nevada, as the Board of Directors may from time to time determine.
ARTICLE II. DIRECTORS
Section
1. Function.
All corporate powers shall be exercised by or under the authority of the Board
of Directors. The business and affairs of the Corporation shall be managed under
the direction of the Board of Directors. Directors must be natural persons who
are at least 18 years of age but need not be shareholders of the Corporation nor
residents of the State of Nevada.
Section
2. Compensation.
The shareholders shall have authority to fix the compensation of directors.
Unless specifically authorized by a resolution of the shareholders, the
directors shall serve in such capacity without compensation.
Section
3. Presumption
of Assent. A director who is present at a meeting of the Board of
Directors or a committee 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 objects at the beginning of the meeting (or promptly upon arriving) to
the holding of the meeting or transacting the specified business at the meeting,
or if the director votes against the action taken or abstains from voting
because of an asserted conflict of interest.
Section
4. Number.
The Corporation shall have at least one (1) and not more than seven (7)
directors. The number of directors may be increased or decreased from time to
time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
Section
6. Vacancies.
Any vacancy occurring in the Board of Directors, including a vacancy created by
an increase in the number of directors, may be filled by the shareholders or 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
hold office only until the next election of directors by the shareholders. If
there are no remaining directors, the vacancy shall be filled by the
shareholders.
Section
7. Removal
of Directors. At a meeting of shareholders, any director or the
entire
Board of Directors may be removed, with or without cause, provided the notice of
the meeting states that one of the purposes of the meeting is the removal of the
director. A director may be removed only if the number of votes cast to remove
him exceeds the number of votes cast against removal.
-1-
Section
8. Resignation.
A director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. The
resignation shall be effective upon its acceptance by the Board of Directors
provided that if the Board of Directors has not acted on the resignation within
10 days from the date of its delivery, then the resignation shall be deemed to
be effective upon the 10th day
following delivery.
Section
9. Quorum
and Voting. A majority of the number of directors fixed by these
Bylaws
shall constitute a quorum for the transaction of business. The act of a majority
of directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section
10. Chairman.
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members a Chairman who shall
preside at all meetings of the Board of Directors.
Section
11. Executive
and Other Committees. The Board of Directors, by resolution adopted
by a majority of the full Board of Directors, may designate from among its
members one or more committees each of which must have at least two members.
Each committee shall have the authority set forth in the resolution designating
the committee.
Section
12. Place of
Meeting. Regular and special meetings of the Board of Directors
shall be
held at the principal place of business of the Corporation or at another place
designated by the person or persons giving notice or otherwise calling the
meeting.
Section
13.
Time,
Notice and Call of Meetings. Regular meetings of the Board of
Directors
shall be held without notice at the time and on the date designated by
resolution of the Board of Directors. Written notice of the time, date and place
of special meetings of the Board of Directors shall be given to each director by
mail delivery at least two days before the meeting.
Notice of
a meeting of the Board of Directors need not be given to a director who signs a
waiver of notice either before or after the meeting. Attendance of a director at
a meeting constitutes a waiver of notice of that meeting and waiver of all
objections to the place of the meeting, the time of the meeting, and the manner
in which it has been called or convened, unless a director objects to the
transaction of business (promptly upon arrival at the meeting) 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 must be specified in the notice or waiver of notice of the
meeting.
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 an
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. Meetings
of the Board of Directors may be called by the President or the Chairman of the
Board of Directors. Members of the Board of Directors and any committee of the
Board may participate in a meeting by telephone conference or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by these means constitutes presence
in person at a meeting.
-2-
Section
14. Action By
Written Consent. Any action required or permitted to be taken
at a
meeting of directors may be taken without a meeting if a consent in writing
setting forth the action to be taken and signed by all of the directors is filed
in the minutes of the proceedings of the Board. The action taken shall be deemed
effective when the last director signs the consent, unless the consent specifies
otherwise.
ARTICLE III. MEETINGS
OF SHAREHOLDERS
Section
1. Annual
Meeting. The annual meeting of the shareholders of the corporation
for the
election of officers and for such other business as may properly come before the
meeting shall be held at such place as set forth in compliance with these
bylaws. The meeting shall be held on the first day of March of each year
beginning with the year 2011 at 10:00 a.m. If this day is a legal
holiday, then the meeting shall be held on the next business day.
Section
2. Special
Meeting. Special meetings of the shareholders shall be held when directed
by the President or when requested in writing by shareholders holding at least
10% of the Corporation's stock having the right and entitled to vote at such
meeting. A meeting requested by shareholders shall be called by the President
for a date not less than 10 nor more than 60 days after the request is made.
Only business within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.
Section
3. Place.
Meetings of the shareholders will be held at the principal place of business
of the Corporation or at such other place as is designated by the Board of
Directors.
Section
4. Notice.
A written notice of each meeting of shareholders shall be mailed to each
shareholder having the right and entitled to vote at the meeting at the address
as it appears on the records of the Corporation. The meeting notice shall be
mailed not less than 10 nor more than 60 days before the date set for the
meeting. The record date for determining shareholders entitled to vote at the
meeting will be the close of business on the day before the notice is sent. The
notice shall state the time and place the meeting is to be held. A notice of a
special meeting shall also state the purposes of the meeting. A notice of
meeting shall be sufficient for that meeting and any adjournment of it. If a
shareholder transfers any shares after the notice is sent, it shall not be
necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.
Section
5. Shareholder
Quorum. A majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. Any number
of shareholders, even if less than a quorum, may adjourn the meeting without
further notice until a quorum is obtained.
-3-
Section
6. Shareholder
Voting. 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. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.
Section
7. Proxies.
A shareholder entitled to vote at any meeting of shareholders or any
adjournment
thereof may vote in person or by proxy executed in writing and signed by the
shareholder or his attorney-in-fact. The appointment of proxy will be effective
when received by the Corporation's officer or agent authorized to tabulate
votes. No proxy shall be valid more than 11 months after the date of its
execution unless a longer term is expressly stated in the proxy.
Section
8. Validation.
If shareholders who hold a majority of the voting stock entitled to vote at a
meeting are present at the meeting, and sign a written consent to the meeting on
the record, the acts of the meeting shall be valid, even if the meeting was not
legally called and noticed.
Section
9. Conduct
of Business By Written Consent. Any action of the shareholders
may be
taken without a meeting if written consents, setting forth the action taken, are
signed by at least a majority of shares entitled to vote and are delivered to
the officer or agent of the Corporation having custody of the Corporation's
records within 60 days after the date that the earliest written consent was
delivered. Within 10 days after obtaining an authorization of an action by
written consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote on the action. The notice
shall fairly summarize the material features of the authorized action. If the
action creates dissenters' rights, the notice shall contain a clear statement of
the right of dissenting shareholders to be paid the fair value of their shares
upon compliance with and as provided for by the state law governing
corporations.
ARTICLE IV. OFFICERS
Section
1. Officers;
Election; Resignation; Vacancies. The Corporation shall have the
officers
and assistant officers that the Board of Directors appoint from time to time
provided that the Corporation shall have a President and a Secretary at all
times and that two or more offices may be held by the same person, including the
offices of President and Secretary. Officers may also be directors and/or
shareholders of the Corporation. Except as otherwise provided in an
employment agreement which the Corporation has with an officer, each officer
shall serve until a successor is chosen by the directors at a regular or special
meeting of the directors or until removed. Officers and agents shall be chosen,
serve for the terms, and have the duties determined by the directors. Any
officer may resign at any time upon written notice to the Corporation. The
resignation shall be effective upon receipt, unless the notice specifies a later
date. If the resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date provided the successor officer does not take
office until the future effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.
-4-
Section
2. Powers
and Duties of Officers. The officers of the Corporation shall have
such
powers and duties in the management of the Corporation as may be prescribed by
the Board of Directors and, to the extent not so provided, as generally pertain
to their respective offices, subject to the control of the Board of
Directors.
Section
3. Removal
of Officers. An officer or agent or member of a committee elected or
appointed
by the Board of Directors may be removed by the Board with or without cause
whenever in its judgment the best interests 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, agent or
member of a committee shall not of itself create contract rights. Any officer,
if appointed by another officer, may be removed by that officer.
Section
4. Salaries.
The Board of Directors may cause the Corporation to enter into employment
agreements with any officer of the Corporation. Unless provided for in an
employment agreement between the Corporation and an officer, all officers of the
Corporation serve in their capacities without compensation. No
officer shall be prevented from receiving any salary or compensation by reason
of the fact that he is also a director of the Corporation.
Section
5. Bank
Accounts and Loans. The Corporation shall have accounts with financial
institutions as determined by the Board of Directors and the Board of Directors,
in their discretion, may delegate authority to one or more officers to transact
business on any such bank account. Any loan, advance, mortgage,
pledge, hypothecation, or otherwise must be specifically authorized by the Board
of Directors.
Section
6. Agreements.
The Board of Directors may authorize one or more officers to enter into any
agreement or execute or deliver any instrument in the name of and on behalf of
the Corporation and such authority may be general or limited to specific
circumstances.
ARTICLE V. DISTRIBUTIONS
The Board
of Directors may, from time to time, declare distributions to its shareholders
in cash,
property, or its own shares, unless the distribution would cause (i) the
Corporation to be unable to pay its debts as they become due in the usual course
of business, or (ii) the Corporation's assets to be less than its liabilities
plus the amount necessary, if the Corporation were dissolved at the time of the
distribution, to satisfy the preferential rights of shareholders whose rights
are superior to those receiving the distribution. The shareholders and the
Corporation may enter into an agreement requiring the distribution of corporate
profits, subject to the provisions of law.
-5-
ARTICLE VI. CORPORATE
RECORDS
Section
1. Corporate
Records. The corporation shall maintain its records in written
form or
in another form capable of conversion into written form within a reasonable
time. The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The
Corporation shall keep a copy of its articles or restated articles of
incorporation and all
amendments to them currently in effect; these Bylaws or restated Bylaws and all
amendments currently in effect; resolutions adopted by the Board of Directors
creating one or more classes or series of shares and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding; the minutes of all shareholders' meetings and
records of all actions taken by shareholders without a meeting for the past
three years; written communications to all shareholders generally or all
shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section
2. Shareholders'
Inspection Rights. A shareholder is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
Corporation, any books and records of the Corporation. The shareholder must give
the Corporation written notice of this demand at least five business days before
the date on which he wishes to inspect and copy the record(s). The demand must
be made in good faith and for a proper purpose. The shareholder must describe
with reasonable particularity the purpose and the records he desires to inspect,
and the records must be directly connected with this purpose. This Section does
not affect the right of a shareholder to inspect and copy the shareholders' list
described in this Article if the shareholder is in litigation with the
Corporation. In such a case, the shareholder shall have the same rights as any
other litigant to compel the production of corporate records for
examination.
The
Corporation may deny any demand for inspection if the demand was made for an
improper
purpose, or if the demanding shareholder has within the two years preceding his
demand, sold or offered for sale any list of shareholders of the Corporation or
of any other corporation, had aided or abetted any person in procuring any list
of shareholders for that purpose, or has improperly used any information secured
through any prior examination of the records of this Corporation or any other
corporation.
Section
3. Financial
Statements for Shareholders. In accordance with the paragraph
set forth
hereafter, annual financial statements may be furnished to shareholders. Such
financial statements may be consolidated or combined statements of the
Corporation and one or more of its subsidiaries, as appropriate, that include a
balance sheet as of the end of the fiscal year, an income statement for that
year, and a statement of cash flows for that year. If financial statements are
prepared for the Corporation on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that
basis.
-6-
If the
annual financial statements are reported upon by a public accountant, then the
accountant’s report must accompany them. If not, the statements must be
accompanied by a statement of the President or the person responsible for the
Corporation's accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding year. The Corporation
may make available to all shareholders its annual financial statements upon
written request from a shareholder. The Corporation may send a copy of its’
annual financial statements to the requesting shareholder via electronic mail,
regular mail, or if the Corporation is publicly listed in the United States,
then it may direct the shareholder to view its’ annual financial statements on
the website of the United States Securities and Exchange Commission, being
http://www.sec.gov.
Section
4. Other
Reports to Shareholders. If the Corporation indemnifies or advances
expenses to any director, officer, employee or agent otherwise than by court
order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders' meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the
Corporation issues or authorizes the issuance of shares for promises to render
services
in the future, the Corporation shall report in writing to the shareholders the
number of shares authorized or issued, and the consideration received by the
corporation, with or before the notice of the next
shareholders meeting.
ARTICLE VII. STOCK
CERTIFICATES
Section
1. Issuance.
The shares of the Corporation shall be represented by certificates prepared by
the Board of Directors. Each certificate issued shall be signed by the President
and the Secretary (or the Treasurer) and sealed with the seal of the Corporation
or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or one of
its employees. All certificates shall be consecutively numbered or
otherwise identified.
Section
2. Registered
Shareholders. No certificate shall be issued for any share until
the share
is fully paid. The capital stock of the Corporation shall be issued for such
consideration, but not less than the par value thereof, as shall be fixed from
time to time by the Board of Directors. In the absence of fraud, the
determination by the Board of Directors as to the value of any property or
services received in full or partial payment of shares shall be conclusive. The
Corporation shall be entitled to treat the holder of record of shares as the
holder in fact and, except as otherwise provided by law, shall not be bound to
recognize any equitable or other claim to or interest in the
shares. 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 on the stock transfer books of the Corporation.
-7-
Section
3. Transfer
of Shares. Shares of the Corporation shall be transferred on its
books
only after the surrender to the Corporation of the share certificates duly
endorsed by the holder of record or attorney-in-fact. If the surrendered
certificates are cancelled, new certificates shall be issued to the person
entitled to them, and the transaction recorded on the books of the
Corporation.
Section
4. Transfer
Agent and Registrar. The Board of Directors shall have the power to
appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class and may require that stock
certificates be countersigned and registered by one or more such transfer agents
and registrars.
Section
5. Lost,
Stolen or Destroyed Certificates. If a shareholder claims to have lost
or
destroyed a certificate of shares issued by the Corporation, a new certificate
shall be issued upon the delivery to the Corporation of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors, upon the deposit of
a bond or other indemnity as the Board reasonably requires.
ARTICLE VIII. INDEMNIFICATION
Section
1. Right to
Indemnification. The Corporation hereby indemnifies each person
(including
the heirs, executors, administrators, or estate of such person) who is or was a
director or officer of the Corporation to the fullest extent permitted or
authorized by the provisions of Section 78.7502 of the Nevada Revised Statutes
or future legislation or judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorneys' fees, arising out of his
or her status as a director, officer, agent, employee or representative. The
foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The Corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs and expenses, whether or not the
Corporation would have the legal power to indemnify them directly against such
liability.
Section
2. Advances.
Costs, charges and expenses (including attorneys' fees) incurred by a person
referred to in Section 1 of this Article in defending a civil or criminal
proceeding shall be paid by the Corporation in advance of the final disposition
thereof upon receipt of an undertaking to repay all amounts advanced if it is
ultimately determined that the person is not entitled to be indemnified by the
Corporation as authorized by this Article, and upon satisfaction of other
conditions required by current or future legislation.
-8-
Section
3. Savings
Clause. If this Article or any portion of it is invalidated on any
ground by
a court of competent jurisdiction, the Corporation nevertheless indemnifies each
person described in Section 1 of this Article to the fullest extent permitted by
all portions of this Article that have not been invalidated and to the fullest
extent permitted by law.
ARTICLE IX. AMENDMENT
These
Bylaws may be altered, amended or repealed, and new Bylaws adopted, by a
majority
vote of the directors or by a vote of the shareholders holding a majority of the
shares.
ARTICLE
X. DIVIDENDS
In their
discretion, the Board of Directors may at any regular or special meeting declare
dividends payable out of the unreserved and unrestricted earned surplus of the
Corporation and any such dividend shall be disbursed in accordance with Nevada
Revised Statutes Section 78.288 through 78.300.
ARTICLE
XI. FISCAL YEAR
The
fiscal year of the Corporation shall be February 28 and may be varied by
resolution of the
Board of Directors.
ARTICLE
XII. CORPORATE SEAL
The corporate seal may be used by
causing it or a facsimile thereof to be impressed, affixed, reproduced, or
otherwise.
I hereby certify that these are the
Bylaws adopted by the Board of Directors of the Corporation on this 2nd day
of February, 2010.
|
Wanda
Canning
|
|
|
Secretary
|
-9-