Attached files
| file | filename |
|---|---|
| EX-99.3 - Xinde Technology Co | v197162_ex99-3.htm |
| EX-14.1 - Xinde Technology Co | v197162_ex14-1.htm |
| EX-99.2 - Xinde Technology Co | v197162_ex99-2.htm |
| EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
| EX-99.4 - Xinde Technology Co | v197162_ex99-4.htm |
| EX-99.1 - Xinde Technology Co | v197162_ex99-1.htm |
| 8-K - Xinde Technology Co | v197162_8k.htm |
AMENDED
AND RESTATED BYLAWS
OF
XINDE
TECHNOLOGY COMPANY
(Adopted
as of September 16, 2010)
ARTICLE I:
OFFICES
SECTION 1.01 REGISTERED OFFICE.
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal office,
provided the principal office is located within Nevada. The address of the
registered office may be changed from time to time by the Board of
Directors.
SECTION 1.02 BUSINESS OFFICES.
The principal business office of the corporation shall be located
at any place either within or without the State of Nevada as designated in the
corporation’s most current Annual Report filed with the Nevada Secretary of
State. The corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may designate or as the
business of the corporation may require from time to time.
ARTICLE
II: MEETINGS OF STOCKHOLDERS
SECTION 2.01. PLACE OF
MEETINGS. All meetings of stockholders shall be held at such place within
or outside the State of Nevada which may be designated by the Board of
Directors.
SECTION 2.02. ANNUAL MEETINGS.
The annual meetings of stockholders shall be held on such date and at such time
as the Board of Directors shall determine. At such meetings directors shall be
elected and any other business may be transacted which is within the powers of
the stockholders. If election of directors shall not be accomplished at the
annual meeting of stockholders, including any adjournment thereof, the Board of
Directors shall cause such election to be held at a special meeting of
stockholders called for that purpose as soon thereafter as is
convenient.
SECTION 2.03. SPECIAL
MEETINGS. Special meetings of the stockholders, for any purpose or
purposes whatsoever, may be called at any time by the Chairman of the Board, the
Chief Executive Officer, the President, or the Board of Directors. Special
meetings of stockholders may only be called by any other person or persons as
required by applicable law.
SECTION 2.04. NOTICE OF
MEETINGS. Written notice of each annual meeting shall be given to each
stockholder entitled to vote, either personally or by mail or other means of
written communication, charges prepaid, addressed to such stockholder at
stockholder’s address appearing on the books of the Corporation or given by
stockholder to the Corporation for the purpose of notice. All such notices shall
be sent to each stockholder entitled thereto not less than 10 nor more than 60
days before each annual meeting, and shall specify the place, the date and the
hour of such meeting, and shall state such other matters, if any, as may be
expressly required by statute. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation.
SECTION 2.05. ADJOURNED MEETINGS AND
NOTICE THEREOF. Any stockholders’ meeting, annual or special, whether or
not a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares represented at the meeting, the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.
If an
annual or special stockholders meeting is adjourned to a different date, time,
or place, notice need not be given if the new date, time, or place is announced
at the meeting before adjournment. However, notice must be given in the manner
provided in Section 2.04 of these Bylaws if the adjournment is for more than 30
days or a new record date for the adjourned meeting is or must be
fixed.
SECTION 2.06. VOTING; PROXIES.
Each stockholder entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of stock held by him or her which has voting
power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
or her by proxy, but no such proxy shall be voted or acted upon after eleven
months from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as it is coupled with an interest sufficient in law to support
an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. At all meetings of
stockholders for the election of directors a majority of the votes cast shall be
sufficient to elect. All other elections and questions shall, unless otherwise
provided by law or by the Articles of Incorporation or these Bylaws be decided
by the vote of the holders of a majority of the outstanding shares of stock
entitled to vote thereon present in person or by proxy at the meeting, except
that procedural matters relating to the conduct of a meeting shall be determined
by a majority of the votes cast at the meeting with respect to such
matter.
SECTION 2.07. FILING DATE FOR
DETERMINATION OF STOCKHOLDERS OF RECORD. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 2.08. LIST OF STOCKHOLDERS
ENTITLED TO VOTE. The Secretary shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present. Upon the willful neglect or refusal of the directors
to produce such a list at any meeting for the election of directors, they shall
be ineligible for election to any office at such meeting. The stock ledger shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list of stockholders referred to in this section or the books
of the Corporation, or to vote in person or by proxy it any meeting of
stockholders.
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SECTION 2.09. QUORUM. Except
as provided in Section 3.02 herein, the presence in person or by proxy of
persons entitled to vote one-third (331/3%) of the votes entitled to be cast by
each separate class or voting group specified in the Corporation’s Articles of
Incorporation, as the same may be amended or supplemented from time to time, at
any meeting shall constitute a quorum for the transaction of business. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. Shares of its own
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote for the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote or be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including its own stock, held in a fiduciary capacity.
SECTION 2.10. BUSINESS CONDUCTED AT
MEETINGS OF STOCKHOLDERS; STOCKHOLDER PROPOSALS. To be properly brought
before any meeting of stockholders, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a stockholder. In addition, for business to be properly brought
before any meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder’s notice must be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event less
than 60 days’ notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. A stockholder’s notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the meeting: (i) a brief
description of the business desired to be brought and the reasons for conducting
such business at the meeting; (ii) the name and record address of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder and by any
other stockholders known by such stockholder to be supporting such proposal; and
(iv) any material or financial interest of the stockholder in such
business.
Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at any
meeting of the stockholders except in accordance with the procedures set forth
in this Section 2.10. The Chairman of the Board of Directors or other presiding
officer shall, if the facts warrant, determine and declare at any meeting of the
stockholders that business was not properly brought before the meeting in
accordance with the provisions of this Section 2.10, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
SECTION 2.11. ORGANIZATION OF
MEETINGS. The Chairman of the Board shall preside at each meeting of
stockholders. In the absence of the Chairman of the Board, the meeting shall be
chaired by an officer of the Corporation in accordance with the following order:
Chief Executive Officer, President, and Vice-President. In the absence of all
such officers, the meeting shall be chaired by a person chosen by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote thereat, shall act as chairman. The Secretary or in
his or her absence an Assistant Secretary, or in the absence of the Secretary
and all Assistant Secretaries, a person whom the chairman of the meeting shall
appoint shall act as secretary of the meeting and keep a record of the
proceedings thereof.
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The Board
of Directors of the Corporation shall be entitled to make such rules and
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
the participation in such meeting to stockholders of record of the Corporation
and their duly authorized proxies, and such other persons as the chairman of the
meeting shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comment by participants and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot, unless, and to the
extent, determined by the Board of Directors, or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.
SECTION 2.12. ACTION WITHOUT A
MEETING. Except where otherwise required by Nevada law, action without a
meeting is permitted to be taken by the stockholders of the
Corporation.
ARTICLE
III: DIRECTORS
SECTION 3.01. POWERS. Subject
to limitation of the Articles of Incorporation, of the Bylaws, and of Nevada law
as to action which shall be authorized or approved by the stockholders, and
subject to the duties of directors as prescribed by the Bylaws, 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. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers, to wit:
(a) To
select and remove all the other officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, or with the Articles of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful
service.
(b) To
conduct, manage and control the affairs and business of the Corporation, and to
make such rules and regulations therefor not inconsistent with law, or with the
Articles of Incorporation or the Bylaws, as they may deem best.
(c) To
change from time to time the registered office for the transaction of the
business of the Corporation from one location to another as provided in Section
1.01, hereof; to fix and locate from time to time one or more subsidiary offices
of the Corporation within or without the State of Nevada as provided in Section
1.02 hereof; to designate any place within or without the State of Nevada for
the holding of any stockholders’ meeting or meetings and to adopt, make and use
a corporate seal, and to prescribe the forms of certificates of stock, and to
alter the form of such seal and of such certificates from time to time, as in
their judgment they may deem best, provided such seal and such certificates
shall at all times comply with the provisions of law.
(d) To
authorize the issuance of shares of stock of the Corporation from time to time,
upon such terms as may be lawful, in consideration of money paid, labor done or
services actually rendered, debts or securities canceled, or tangible or
intangible property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated
capital.
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(e) To
borrow money and incur indebtedness for the purposes of the Corporation, and to
cause to be executed and delivered therefor, in the Corporation name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation’s or
other evidence of debt and securities therefor.
SECTION 3.02. NUMBER AND TERM OF
OFFICE; REMOVAL. The number of directors constituting the entire Board of
Directors shall be not less than one nor more than nine as fixed from time to
time by vote of a majority of the entire board or directors, provided, however,
that the number of directors shall not be reduced so as to shorten the term of
any director at the time in office, and provided further, that the number of
directors constituting the entire Board of Directors shall be three until
otherwise fixed by a majority of the entire board or directors.
The stockholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may only be for
cause. A director may be removed only if the number of votes cast in favor
of removal constitutes 75% or more of the outstanding shares of capital stock
entitled to vote generally in the election of directors.
SECTION 3.03. ELECTION OF
DIRECTORS. At each meeting of the stockholders for the election of
directors, the directors to be elected at such meeting shall be elected by a
majority of votes given at such election.
SECTION 3.04. DIRECTORS ELECTED BY
SPECIAL CLASS OR SERIES. To the extent that any holders of any class or
series of stock other than common stock issued by the Corporation shall have the
separate right, voting as a class or series, to elect directors, the directors
elected by such class or series shall be deemed to constitute an additional
class of directors and shall have a term of office for one year or such other
period as may be designated by the provisions of such class or series providing
such separate voting right to the holders of such class or series of stock, and
any such class of director shall be in addition to the classes otherwise
provided for in the Articles of Incorporation. Any directors so elected shall be
subject to removal in such manner as may be provided by law or by the Articles
of Incorporation of this Corporation.
SECTION 3.05. VACANCIES.
Except as otherwise prohibited by applicable law, any vacancy occurring in the
Board of Directors for any reason may be filled by a of the remaining
members of the Board of Directors, although such majority is less than a quorum,
or by the stockholders. A director elected by the Board of Directors to fill a
vacancy shall be elected to hold office until the expiration of the term for
which he was elected and until his successor shall have been elected and shall
have qualified. A director elected by the stockholders to fill a vacancy shall
be elected to hold office until the expiration of the term for which he was
elected and until his successor shall have been elected and shall have
qualified. The provisions of this Section 3.05 shall not apply to directors
governed by Section 3.04.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of director’s term of office. No
director shall be removed from office except for cause.
SECTION 3.06. RESIGNATIONS. A
director may resign at any time by giving written notice to the Board of
Directors or to the Secretary. Such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION 3.07. PLACE OF
MEETING. Meetings of the Board of Directors shall be held at any place so
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation, meetings shall be
held at the principal office of the Corporation.
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SECTION 3.08. ANNUAL MEETING.
Immediately following each annual meeting of stockholders, or any adjournment
thereof, the Board of Directors shall hold a regular meeting for the purpose of
organization, election of officers, and the transaction of other
business.
SECTION 3.09. SPECIAL
MEETINGS. Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the President or, if the Chief Executive Officer and the
President are absent or unable or refuse to act, by any Vice-President or by any
two directors.
Written
notice of the time and place of special meetings shall be delivered personally
to each director, or sent to each director by mail or by other form of written
communication, charges prepaid, addressed to director at director’s address as
it is shown upon the records of the Corporation, or if it is not so shown on
such records or is not readily ascertainable at the place in which the meetings
of directors are regularly held. In case such notice is mailed, it shall be
deposited in the United States mail in the place in which the principal office
of the Corporation is located at least 48 hours prior to the time of the holding
of the meeting. In case such notice is delivered personally or telecopied as
above provided, it shall be so delivered or telecopied at least 24 hours prior
to the time of the holding of the meeting. Alternatively, the Secretary may give
notice of the time and place of a special meeting by telephoning each director
at least 24 hours prior to the time of holding the meeting. Such mailing,
telephoning, telecopying or delivering as above provided shall be due, legal and
personal notice to such director.
SECTION 3.10. NOTICE OF
ADJOURNMENT. Notice of the time and place of holding an adjourned meeting
need not be given to absent directors if the time and place be fixed at the
meeting adjourned.
SECTION 3.11. WAIVER OF
NOTICE. A director’s attendance at or participation in a meeting waives
any required notice to the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director’s arrival, objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice, and does not thereafter vote for or assent to action
taken at the meeting. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.
SECTION 3.12. QUORUM. A
majority of the authorized number of directors shall be necessary to constitute
a quorum for the transaction of business, except to adjourn as hereinafter
provided. Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board of Directors, unless a greater number be required by law or
by the Articles of Incorporation.
SECTION 3.13. ADJOURNMENT. A
quorum of the directors may adjourn any directors’ meeting to meet again at a
stated day and hour; provided, however, that in the absence of a quorum, a
majority of the directors present at any directors’ meeting, either regular or
special, may adjourn from time to time until the time fixed for the next regular
or special meeting of the board.
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SECTION 3.14. ACTION WITHOUT
MEETING. Any action required or permitted to be taken by the Board of
Directors under any provision of Nevada law and under these Bylaws may be taken
without a meeting if all of the directors of the Corporation shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the Minutes of the proceedings of the Board of
Directors. Such action by written consent shall have the same force and effect
as the unanimous vote of such directors.
SECTION 3.15. MEETING BY
TELECOMMUNICATION. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the Board
or committee by any means of communication by which all persons participating in
the meeting can hear each other during the meeting, and participation in a
meeting under this Section shall constitute presence in person at the
meeting.
ARTICLE
IV: COMMITTEES
SECTION 4.01. EXECUTIVE
COMMITTEE. The Board of Directors may appoint from among its members an
executive committee of not less than two members, one of whom shall be the Chief
Executive Officer or President, and shall designate one of such members as
chairman. The Board of Directors may also designate one or more of its members
as alternates to serve as a member or members of the executive committee in the
absence of a regular member or members. The Board of Directors reserves to
itself alone the power to amend the Bylaws, declare dividends, issue stock,
recommend to stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and discharge
any committee either with or without cause at any time. Subject to the foregoing
limitations, the executive committee shall possess and exercise all other powers
of the Board of Directors during the intervals between meetings.
SECTION 4.02. OTHER
COMMITTEES. The Board of Directors may also appoint from among its own
members such other committees as the board may determine, which shall in each
case consist of not less than two directors, and which shall have such powers
and duties as shall from time to time be prescribed by the board.
SECTION 4.03. RULES OF
PROCEDURE. A majority of the members of any committee may fix its rules
of procedure. All action by any committee shall be reported to the Board of
Directors at a meeting succeeding such action and shall be subject to revision,
alteration, and approval by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or
alteration.
ARTICLE
V: OFFICERS
SECTION 5.01. OFFICERS. The
officers of the Corporation shall be a President, a Secretary, and a Treasurer.
The Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a
Chief Financial Officer, one or more Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 5.03. Any person may hold
any or all offices.
SECTION 5.02. ELECTION. The
officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.03 or Section 5.05, shall be chosen
annually by the Board of Directors, and each shall hold office until the officer
shall die, resign or be removed or otherwise disqualified to serve, or officer’s
successor shall be elected and qualified.
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SECTION 5.03. SUBORDINATE OFFICERS,
ETC. The Board of Directors may appoint such other officers as the
business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time
determine.
SECTION 5.04. REMOVAL AND
RESIGNATION. Any officer may be removed, either with or without cause, by
a majority of the directors at the time in office, at any regular or special
meeting of the board, or, except in case of an officer chosen by the Board of
Directors, by an officer upon whom such power of removal may be conferred by the
Board of Directors.
Any
officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer, or to the President, or to the
Secretary of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 5.05. VACANCIES. A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the Bylaws for
regular appointments to such office.
SECTION 5.06. CHAIRMAN OF THE
BOARD. The Chairman of the Board, if there shall be such an officer,
shall, if present, preside at all meetings of the Board of Directors, and
exercise and perform such other powers and duties as may be from time to time
assigned to the chairperson by the Board of Directors or prescribed by the
Bylaws.
SECTION 5.07. PRESIDENT.
Unless otherwise determined by the Board of Directors by the election or
appointment to the office of Chief Executive Officer of someone other than the
person then holding the office of President, the office of President shall
include the office of Chief Executive Officer. The President shall preside at
all meetings of the stockholders and, in the absence of the Chairman of the
Board, at meetings of Directors. He may sign, execute and deliver in the
name of the Corporation, powers of attorney, contracts, bonds, and other
obligations and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
SECTION 5.08. CHIEF EXECUTIVE
OFFICER. The Chief Executive Officer shall be the chief executive and
administrative officer of the Corporation. In the absence of the President, he
shall perform all the duties of the President. He shall exercise such duties as
customarily pertain to the office of Chief Executive Officer and shall have
general and active supervision over the property, business and affairs of the
Corporation and over its several officers, including the President if the office
of President is held by someone other than the Chief Executive Officer. He may
appoint officers, agents or employees other than those appointed by the Board of
Directors. He may sign, execute and deliver in the name of the Corporation,
powers of attorney, contracts, bonds, and other obligations and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.
SECTION 5.09. CHIEF OPERATING
OFFICER. The Chief Operating Officer shall be the chief operating officer
of the Corporation and, subject to the directions of the Board of Directors and
the Chief Executive Officer, shall have general charge of the business
operations of the Corporation and general supervision over its employees and
agents. In the absence of the Chief Executive Officer, he shall perform all the
duties of the Chief Executive Officer. Subject to the approval of the Board of
Directors and the Chief Executive Officer, he shall employ all employees of the
Corporation or delegate such employment to subordinate officers and shall have
authority to discharge any person so employed. He shall perform such other
duties as the Board of Directors or the Chief Executive Officer shall require.
He shall report to the Chief Executive Officer and the Board of Directors from
time to time as the Board of Directors or the Chief Executive Officer may
direct. He may sign, execute and deliver in the name of the Corporation, powers
of attorney, contracts, bonds, and other obligations and shall perform such
other duties as may be prescribed from time to time by the Board of
Directors.
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SECTION 5.10. CHIEF FINANCIAL
OFFICER. The Chief Financial Officer shall be responsible to the Board of
Directors and the Chief Executive Officer for all the financial affairs of the
Corporation, for supervision of all persons, including the Treasurer, engaged in
financial activities on behalf of the Corporation, and for financial supervision
and control, and internal audit, of the Corporation and any subsidiaries of the
Corporation. He may sign, with such other officer(s) as the Board of Directors
may designate for the purpose, all bills of exchange or promissory notes of the
Corporation. He shall perform such other duties as may be assigned to him by the
Board of Directors or the Chief Executive Officer.
SECTION 5.11. VICE PRESIDENTS.
The Vice-Presidents of the Corporation shall have such powers and perform such
duties as may be assigned to them from time to time by the Board of Directors or
the Chief Executive Officer. Vice-President may be assigned various ranks, such
as Senior Vice-President, Vice-President, Assistant Vice-President, and the
like. In the absence or disability of the President, the Vice-President
designated by the Board of Directors shall perform the duties and exercise the
powers of the President. A Vice-President may sign and execute contracts and
other obligations pertaining to the regular course of his duties.
SECTION 5.12. SECRETARY. The
Secretary shall keep the minutes of all meetings of the stockholders and of the
Board of Directors and to the extent ordered by the Board of Directors, the
Chief Executive Officer or the President, the minutes of meetings of all
committees. He shall cause notice to be given of meetings of stockholders, of
the Board of Directors, and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge of the records, documents,
and papers of the Corporation not pertaining to the performance of the duties
vested in other officers, which shall at all reasonable times be open to the
examination of any director. He may sign or execute contracts with the
President, the Chief Executive Officer, the Chief Operating Officer or a
Vice-President thereunto authorized in the name of the company and affix the
seal of the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws. He
shall be sworn to the faithful discharge of his duties. Assistant Secretaries
shall assist the Secretary and keep and record such minutes of meetings as shall
be directed by the Board of Directors.
SECTION 5.13. TREASURER.
Unless otherwise determined by the Board of Directors by the election or
appointment to the office of Chief Financial Officer of someone other than the
person then holding the office of Treasurer, the office of Treasurer shall
include the office of Chief Financial Officer. He shall report to the Chief
Financial Officer and, in the absence of the Chief Financial Officer, he shall
perform all the duties of the Chief Financial Officer. The Treasurer shall have
general custody of the collection and disbursement of funds of the Corporation.
He shall endorse on behalf of the Corporation for collection all checks, notes,
and other obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as the Board of Directors may
designate. He may sign, with such other officer(s) as the Board of Directors may
designate for the purpose, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of the
Corporation full and accurate accounts of all monies received and paid by him on
account of the Corporation; shall at all reasonable times exhibit his books and
accounts to any director of the Corporation upon application at the office of
the Corporation during normal business hours; and whenever required by the Board
of Directors, the Chief Executive Officer or the Chief Financial Officer, shall
render a statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
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ARTICLE
VI: STOCK
SECTION 6.01. CERTIFICATES.
Every holder of stock represented by certificates and, upon request, every
holder of uncertificated shares, if any, shall be entitled to have a certificate
signed by or in the name of the Corporation by the Chairman of the Board of
Directors, if any, or Chief Executive Officer, the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.
SECTION 6.02. TRANSFER OF
SHARES. The shares of stock of the Corporation shall be transferable only
upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon such transfer the old certificates
shall be surrendered to the Corporation by the delivery thereof to the person in
charge of the stock transfer books and ledgers, or to such other person as the
Board of Directors may designate, by whom they shall be canceled, and new
certificates shall thereupon be issued. A record shall be made of each
transfer.
SECTION 6.03. LOST, STOLEN OR
DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES. The
Corporation may issue a new certificate of stock in the place of any certificate
therefore issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate,
or his or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
SECTION
6.04. UNCERTIFICATED SHARES. Unless otherwise
provided in the Articles of Incorporation or these Bylaws, the Board of
Directors may authorize the issuance of uncertificated shares of some or all of
the shares of any or all of its classes or series. The issuance of
uncertificated shares has no effect on existing certificates for shares until
surrendered to the Corporation, or on the respective rights and obligations of
the stockholders. Unless otherwise provided by a specific statute, the rights
and obligations of stockholders are identical whether or not their shares of
stock are represented by certificates. Within a reasonable time after
the issuance or transfer of shares without certificates, the Corporation shall
send to the stockholder a written statement containing the information required
on the certificates. At least annually thereafter, the Corporation shall provide
to its stockholders of record, a written statement confirming the information
contained in the informational statement previously sent pursuant
hereto. Unless otherwise provided in our Articles of Incorporation or
these Bylaws, the Corporation may issue uncertificated shares in place of a
certificate previously issued by it and alleged to have been lost, stolen or
destroyed. The Corporation may require an owner or legal representative of an
owner of uncertificated shares to give to the Corporation a bond or other
security sufficient to indemnify it against any claim that may be made against
it for the alleged loss, theft or destruction of uncertificated
shares.
SECTION 6.05. TRANSFER AGENT.
The Board of Directors shall have power to appoint one or more transfer agents
and registrars for the transfer and registration of certificates of stock of any
class.
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ARTICLE
VII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 7.01. INDEMNIFICATION.
Each person who was or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by Nevada law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition: provided,
however, that, if Nevada law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
SECTION 7.02. RIGHT TO SUE. If
a claim under Section 7.01 is not paid in full by the Corporation within thirty
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under Nevada law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in Nevada
law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard or conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard or
conduct.
SECTION 7.03. NON-EXCLUSIVITY OF
RIGHTS. The rights conferred on any person in Sections 7.01 and 7.02
shall not be exclusive of any other right which such persons may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
these Bylaws, agreement, vote of stockholders or disinterested directors, or
otherwise.
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SECTION 7.04. INSURANCE. The
Corporation may maintain insurance to the extent reasonably available at
commercially reasonable rates (in the judgment of the Board of Directors), at
its expense, to protect itself and any such director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against such
expense, liability or loss under Nevada law.
SECTION 7.05. EFFECT OR
AMENDMENT. Any amendment, repeal or modification of any provision of this
Article VII which reduces or eliminates the rights of any director, officer,
employee or agent under this Article VII shall apply only to acts, omissions,
events or occurrences that take place after the effectiveness of such amendment,
repeal or modification, regardless of when any action, suit or proceeding is
commenced, and shall not affect the rights of any director, officer, employee or
agent with respect to acts, omissions, events or occurrences that take place
prior to the effectiveness of such amendment, repeal or
modification.
ARTICLE
VIII: MISCELLANEOUS
SECTION 8.01. FISCAL YEAR. The
fiscal year of the Corporation shall be determined by resolution of the Board of
Directors.
SECTION 8.02. SEAL. The
corporate seal shall have the name of the Corporation inscribed thereon and
shall be in such form as may be approved from time to time by the Board of
Directors.
SECTION 8.03. WAIVER OF NOTICE OF
MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES. Any written waiver of
notice, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, 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 stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice.
SECTION 8.04. INTERESTED
DIRECTORS. Any director or officer individually, or any partnership of
which any director or officer may be a member, or any corporation or association
of which any director or officer may be an officer, director, trustee, employee
or stockholder, may be a party to, or may be pecuniarily or otherwise interested
in, any contract or transaction of the Corporation, and in the absence of fraud
no contract or other transaction shall be thereby affected or invalidated. Any
director of the Corporation who is so interested, or who is also a director,
officer, trustee, employee or stockholder of such other corporate or association
or a member of such partnership which is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
of the Corporation which shall authorize any such contract or transaction, and
may vote thereat to authorize any such contract or transaction, with like force
and, affect as if he were not such director, officer, trustee, employee or
stockholder of such other corporation or association or not so interested or a
member of a partnership so interested; provided that in case a director, or a
partnership, corporation or association of which a director is a member,
officer, director, trustee or employee is so interested, such fact shall be
disclosed or shall have been known to the Board of Directors or a majority
thereof. This paragraph shall not be construed to invalidate any such contract
or transaction which would otherwise be valid under the common and statutory law
applicable thereto.
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SECTION 8.05. FORM OF RECORDS.
Any records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on,
or be in the form of, magnetic media, photographs, microphotographs, or any
other information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.
SECTION 8.06. AMENDMENT OF
BYLAWS. In furtherance and not in limitation of the powers conferred by
the laws of the State of Nevada, the Board of Directors is expressly authorized
and empowered to adopt, amend, alter, change, rescind and repeal the Bylaws of
the Corporation in whole or in part. Except where the Articles of Incorporation
of the Corporation requires a higher vote, the Bylaws of the Corporation may
also be adopted, amended, altered, changed, rescinded or repealed in whole or in
part at any annual or special meeting of the stockholders by the affirmative
vote of two-thirds of the shares of the Corporation outstanding and entitled to
vote thereon.
SECTION 8.07. REPRESENTATION OF
SHARES OF OTHER CORPORATIONS. The Chief Executive Officer, the President
or any Vice-President of this Corporation are authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
Corporation. The authority herein granted to said officers to vote or represent
on behalf of this Corporation any and all shares held by this Corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officers.
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Adopted
September 16, 2010
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By
Order of the Board of
Directors
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