Attached files
BY-LAWS OF PREVENTIA, INC.
TABLE OF CONTENTS
ARTICLE I OFFICES
ARTICLE II SHAREHOLDERS
Section 1 Annual Meetings
Section 2 Special Meetings
Section 3 Place of Meetings
Section 4 Notice of Meeting
Section 5 Quorum
Section 6 Proxies
Section 7 Voting of Shares
Section 8 Pre-emptive Rights
Section 9 Cumulative Voting
Section 10 Informal Action by Shareholders
ARTICLE III BOARD OF DIRECTORS
Section 1 General Powers
Section 2 Number, Tenure and Qualifications
Section 3 Regular Meetings
Section 4 Special Meetings
Section 5 Notice
Section 6 Quorum
Section 7 Manner of Acting
Section 8 Vacancies
Section 9 Compensation
Section 10 Presumption of Assent
Section 11 Executive Committee
ARTICLE IV OFFICERS
Section 1 Number
Section 2 Election and Term of Office
Section 3 Removal
Section 4 Vacancies
Section 5 President
Section 6 The Vice President
Section 7 The Secretary
Section 8 Treasurer
Section 9 Salaries
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1 Contracts
Section 2 Loans
Section 3 Checks, Drafts, Etc.
Section 4 Deposits
ARTICLE VI CERTIFICATES FOR SHARES
Section 1 Certificates for Shares
Section 2 Transfer of Shares
ARTICLE VII FISCAL YEAR
ARTICLE VIII DIVIDENDS
ARTICLE IX SEALS
ARTICLE X WAIVER OF NOTICE
ARTICLE XI AMENDMENTS
2
BY-LAWS
OF
PREVENTIA, INC.
ARTICLE I OFFICES
The principal office of the corporation shall be located at 4675 W.
Teco Avenue, Suite 240, Las Vegas, Nevada 89118.
ARTICLE II SHAREHOLDERS
Section 1 Annual Meetings
The annual meeting of the shareholders shall be held on the First
Tuesday of the month of February in each year, beginning with the year
2010, at the hour of 10 o'clock a.m. for the purpose of electing
Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Nevada, such meeting shall be held on the
next succeeding business day. If the election of Directors shall not
be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
Section 2 Special Meetings
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President
or by the Board of Directors and shall be called by the President at
the request of the holders if not less than one-tenth of all the
outstanding shares of the corporation entitled to vote are at the
meeting.
Section 3 Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada as the place of meeting for any annual or
special meeting of shareholders. If no designation is made, the place
of the meeting shall be the principal office of the corporation.
Section 4 Notice of Meeting
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten or
more than fifty days before the date of the meeting, either personally
or by mail by or at the direction of the President, or the Secretary,
or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the Shareholder's address as it appears
on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5 Quorum
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If less than a majority of the outstanding
3
shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 6 Proxies
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by the shareholder's duly
authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 7 Voting of Share
Subject to the provisions of Section 8, each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders.
Section 8 Preemptive Rights
Each holder of shares in this corporation shall have the first right to
purchase shares (and securities convertible into shares) of this
corporation that may be from time to time issued (whether or not
presently authorized), including shares from the treasury of this
corporation, in the ratio that the number of shares held by said holder
at the time of issue bears to the total number of shares outstanding,
exclusive of treasury shares. This right shall be deemed waived by any
shareholder who does not exercise it and pays for the shares preempted
within thirty (30) days of receipt of a notice in writing from the
corporation stating the prices, terms and conditions of the issue of
shares and inviting said holder to exercise his preemptive rights.
Section 9 Cumulative Voting
Every shareholder entitled to vote at each election of Directors shall
have the right to accumulate their votes by giving one candidate as
many votes as the number of the Directors to be elected multiplied by
the number of their shares shall equal, or by distributing such votes
on the same principal among any number of such candidates.
Section 10 Informal Action by Shareholder
Any action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the shareholders,
may be taken without a meeting of a consent in writing, setting forth
the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III BOARD OF DIRECTORS
Section 1 General Powers
The business and affairs of the corporation shall be managed by its
Board of Directors.
4
Section 2 Number, Tenure, and Qualifications
The number of Directors of the corporation shall be at least one but
not more than seven. Each director shall hold office until the next
annual meeting of shareholders and until the Director's successor shall
have been elected and qualified.
Section 3 Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than this by-lay immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without
the State of Nevada, for the holding of additional regular meetings
without other notice than such resolution.
Section 4 Special Meetings
Special meetings of the Board of Directors may be called by or at the
request of the President or any Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix
any place either within or without the State of Nevada, as the place
for holding any special meeting of the Board of Directors called by
them.
Section 5 Notice
Notice of any special meeting shall be given at least four days
previously thereto by written notice delivered personally or mailed to
each Director at their customary business address. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States Mail so addressed, with postage thereon prepaid. Any Director
may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except
where a Director attends a meeting for the express purpose of objecting
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, any6 regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Section 6 Quorum
A majority of the number of Directors fixed by Section 2 of this
Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
Section 7 Manner of Acting
The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 8 Vacancies
Any vacancy occurring in the Board of Directors may be filled 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 be elected for the unexpired term of the predecessor in
office.
5
Section 9 Compensation
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, for attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting
of the Board of Directors. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefore.
Section 10 Presumption of Assent
A Director of the corporation who is present at a meeting of the Board
of Directors, at which action on any corporate matter is shall be
presumed to assent to the action taken unless the Director's dissent
shall be entered in the minutes, of the meeting or unless the Director
shall file a written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof, or shall
forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favor of
such action.
Section 11 Executive Committee
The Board of Directors, by resolution adopted by the majority of the
Directors fixed by the by-laws, may designate a committee of not less
than two Directors which committee, in absence of a resolution of the
Board of Directors limiting or restricting its authority shall have and
may exercise all of the authority of the Board of Directors in the
management of all business and affairs of the corporation, except the
Executive Committee may not fill vacancies in the Board of Directors or
amend these by-laws. The Board of Directors may at any time remove any
member of the Executive Committee with or without cause and may
terminate or in any way in its sole discretion limit or restrict the
authority of the Executive Committee. The Committee shall keep a
record of its proceedings and report such proceedings to the Board of
Directors.
ARTICLE IV OFFICERS
Section 1 Number
The officers of the corporation shall be a President, a Secretary, or a
Treasurer, each of who shall be elected by the Board of Directors. Any
two or more officers may be held by the same person, except the offices
of President and Secretary.
Section 2 Election and Term of Office
The officers of the corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until a successor shall have
been duly elected and shall have qualified or until the Officer's death
or until the Officer shall resign or shall have been removed in the
manner hereinafter provided.
6
Section 3 Removal
Any officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors, whenever in its judgment the best
interests of the corporation would 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 or agent
shall not of itself create contract rights.
Section 4 Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
Section 5 President
The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs
of the corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The
President may sign, with the Secretary or any other proper officer of
the corporation thereunto authorized by the Board of Directors from
time to time.
Section 6 The Vice President
In the absence of the President or in the event of the President's
death, inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the
duties of the President, and when so acting shall have all the powers
of and be subject to all the restrictions upon the President. Any Vice
President may sign, with the Secretary or an Assistance Secretary,
certificates for shares of the corporation, and shall perform such
other duties as from time to time may be assigned to the Vice President
by the president or by the Board of Directors.
Section 7 The Secretary
The Secretary shall: (a) keep the minutes of the shareholders' and of
the Board of Directors' meetings in one or more books provided for the
purpose; (b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) by custodian of
the corporate records and of the seal of the corporation and see that
the seal of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall
have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g)
in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary
by the President or by the Board of Directors.
7
Section 8 The Treasurer
The Treasurer shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation (b) receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation
in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of Article V of these by-
laws; and (c) in general perform all of the duties incident to the
office of the Treasurer and such other duties as from time to time may
be assigned to the Treasurer by the President or by the Board of
Directors.
Section 9 Salaries
The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving
such salary by reason of the fact that the officer is also a Director
of the corporation.
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1 Contracts
The Board of Directors any authorize any officer or officers, agent or
agents, to enter into any contract, to execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2 Loans
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3 Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers, agent or agents, of the
corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4 Deposits
All funds of the corporation not otherwise employed shall from time to
time be determined by resolution of the Board of Directors.
Section 4 Deposits
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the Board of Directors may select.
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1 Certificates for Shares
Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and
by the Secretary or an Assistant Secretary. All certificates for
8
shares shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
canceled and no certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a list, destroyed or mutilated
certificate, a new one may be issued therefore upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
Section 2 Transfer of Shares
Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by
a legal representative, who shall furnish proper evidence of authority
to transfer, or by an attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all
purposes.
ARTICLE VII FISCAL YEAR
The fiscal year of the corporation shall begin on the NINTH day of
APRIL and end on the 31st day of MARCH.
ARTICLE VIII DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law.
ARTICLE IX SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation and conditions provided by law.
ARTICLE X WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these by-laws or
under the provisions of the articles of incorporation, a waiver thereof
in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated, therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by unanimous vote of the Board of Directors, at any regular
of special meeting of the Board of Directors, or by affirmative vote of
two-thirds of the outstanding shares.
9
The foregoing initial by-laws of the corporation were adopted by the
Board of Directors on this April 9, 2010.
/s/Murray Friedman /s/Murray Friedman
------------------- -------------------
CEO DIRECTO
