Attached files
| file | filename |
|---|---|
| S-1 - DISTRIBUTION ROYALTY INC | v199888_s1.htm |
| EX-4.1 - DISTRIBUTION ROYALTY INC | v199888_ex4-1.htm |
| EX-3.1 - DISTRIBUTION ROYALTY INC | v199888_ex3-1.htm |
| EX-5.1 - DISTRIBUTION ROYALTY INC | v199888_ex5-1.htm |
| EX-23.1 - DISTRIBUTION ROYALTY INC | v199888_ex23-1.htm |
EXHIBIT
3.2
Corporate
Bylaws
These are
the bylaws of Distribution Royalty Inc., a Nevada corporation.
Article
I: Meetings of Shareholders
1. The annual meeting of
shareholders will be held on the last Thursday of the month of September each
year or as amended from time to time. The annual meeting of
shareholders will begin at 10:00 am or such times as stated in a notice to the
Shareholders, and will take place at the principal office of the
corporation.
2. At the annual meeting, the
shareholders will elect a board of two or more directors if required, and may
take any other shareholder action permitted by state law.
3. A special meeting of the
shareholders may be called at any time by two or more shareholders at
least collectively holding twenty percent (20%) or more of the company voting
shares or the president.
4. At least 15 days before an
annual or special meeting, the secretary will send a notice of the meeting to
each shareholder. The notice must be sent by first class mail and must state the
time and place of the meeting. For a special meeting, the notice must also
include the purposes of the meeting; no action can be taken at a special meeting
except as stated in the notice, unless all shareholders consent.
5. Shareholders may attend a
meeting in person, by proxy, or by phone. A quorum of shareholders at any
shareholders meeting will consist of the owners of a majority of the shares
outstanding. If a quorum is present, the shareholders may adjourn from day to
day as they see fit, and no notice of such adjournment need be given. If a
quorum is not present, the shareholders present in person or by proxy may
adjourn to such future time as they agree upon; notice of such adjournment must
be mailed to each shareholder at least 15 days before such adjourned
meeting.
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6. Each shareholder, whether
represented in person or by proxy, is entitled to one vote for each share of
stock standing in his or her name on the books of the company.
7. Proxies must be in
writing.
8. All other shareholders'
actions require the assent of a majority of the corporate shares that have been
issued, but if state law requires a greater number of votes, that law will
prevail.
9. Shareholders may, by
written consent ,
take any action required or permitted to be taken at an annual or special
meeting of shareholders. Such action may be taken without prior notice to
shareholders. The written consent must:
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state
the action taken, and
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be
signed and dated by the owners of shares having at least the number of
votes that would be needed to take such action at a
meeting.
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If the
written consent is not signed by all shareholders, the secretary will within
three days send a copy of the written consent to the shareholders who did not
sign it.
Article
II: Stock
1. Stock certificates must be
signed by the president and secretary of the corporation.
2. The name of the person
owning shares represented by a stock certificate, the number of shares owned and
the date of issue will be entered in the corporation's books.
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3. All stock certificates
transferred by endorsement must be surrendered for cancellation. New
certificates will be issued to the purchaser or assignee.
4. Shares of stock can be
transferred only on the books of the corporation and only by the
secretary.
5. In the event of a lost or
stolen Stock Certificate, the owner must complete an affidavit stating the facts
surrounding the loss of the certificate. The owner must buy an indemnity bond to
protect the corporation and the transfer agent
against the possibility that the lost certificate may be presented later by an
innocent purchaser. The owner must request a new certificate before an innocent
purchaser acquires it. If the shareholder later finds the missing certificate or
certificates, the shareholder must notify the corporation or its secretary
treasury immediately.
Article
III: Board of Directors
1. The board of directors will
manage the business of the corporation and will exercise all of the powers that
may be exercised by the corporation under the statutes of the State of Nevada,
the articles of incorporation or the corporate bylaws.
2. A vacancy on the board of
directors by reason of death, resignation or other causes may be filled by the
remaining directors, or the board may leave the position unfilled, in which case
it will be filled by a vote of the shareholders at a special meeting or at the
next annual meeting. During periods when there is an unfilled vacancy on the
board of directors, actions taken by the remaining directors will constitute
actions of the board. Directors may be removed only by a majority vote of the
Directors and only for cause. Removal of a director may be done either at a
regular board of directors meeting or at a special meeting called by two
directors or by the president of the corporation as more fully expressed below
in paragraph 3.
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3. The board of directors will
meet annually, immediately following the annual meeting of shareholders. The
board of directors may also hold other regular meetings, at times and places to
be fixed by unanimous agreement of the board. At annual or regular meetings, the
board may take any actions allowed by law or these bylaws. Special meetings may
be called by the president or two or more directors giving
three days' written notice to all directors. A notice of a special meeting must be sent by first
class mail, and must state the time, place and purposes of the meeting; no
action can be taken at a special meeting of directors except as stated in the
notice, unless all directors consent.
4. A quorum for a meeting will
consist of at least two director(s).
5. Directors will act by
majority consent of the board of directors or if the board holds
otherwise.
6. The directors will not be
compensated for serving as such. A director may, however, serve in other
capacities with the corporation and receive compensation for such
service.
7. Directors may, by written
consent, take any action required or permitted to be taken at a directors'
meeting. Such action may be taken without prior notice to the directors. The
written consent must:
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•
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state
the action taken, and
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•
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be
signed and dated by at least the number of directors whose votes would be
needed to take such action at a
meeting.
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If the
written consent is not signed by all directors, the secretary will within three
days send a copy of the written consent to the directors who did not sign
it.
8. Directors may meet or
participate in meetings by telephone or other electronic means as long as all
directors are continuously able to communicate with one
another.
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Article
IV: Officers
1. The officers of the
corporation will consist of a President, Chief Executive Officer, Chief
Financial Officer, and Secretary and any other officers that the board of
directors may appoint.
2. The president will preside
at all meetings of the directors and shareholders, and will have general charge
of the business of the corporation, subject to approval of the board of
directors.
3. In case of the death,
disability or absence of the president, the chief financial officer or duly
appointed officer will perform and be vested with all the duties and powers of
the president.
4. The secretary will keep the
corporate records, including minutes of shareholders' and directors' meetings
and consent
resolutions. The secretary will give notice, as required in these bylaws, of
shareholders' and directors' meetings.
5. The chief financial officer
will keep accounts of all moneys of the corporation received or disbursed, and
will deposit all moneys and valuables in the name of the corporation in the
banks and depositories that the directors designate. Checks against company
accounts will be signed as directed by the board of directors.
6. The salaries of all
officers will be fixed by the board of directors and may be changed from time to
time by the board of directors.
7. An officer of the
corporation may be removed by a majority vote of the
Directors or by a super majority vote of the shareholders of the corporation.
Removal of an officer shall be done only for cause and shall occur at either a
regular or special meeting of the directors or shareholders of the
corporation.
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Article
V: Fiscal
1. The books of the
corporation will be closed at a date to be selected by the directors prior to
the filing of the first income tax return due from the corporation. The books
will be kept on an accrual basis.
2. Within 75 days after the
corporation's fiscal year ends, or as under the laws of the State of Nevada, the
chief financial officer will provide each shareholder with a financial statement
for the corporation.
Article
VI: Amendments
Any of
these bylaws may be amended or repealed by a majority vote of the shareholders
at any annual meeting or at any special meeting called for that
purpose.
Adopted
by the shareholders of Distribution Royalty Inc. on August 30th
2004.
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DISTRIBUTION
ROYALTY INC.
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BY:
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/s/
Stephen F. McKernan
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Stephen
F. McKernan,
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Chief
Executive Officer,and President
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(Principal
Executive Officer)
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(Director)
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