Attached files
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
WEED, INC.
ARTICLE I
OFFICE
The
principal office of the corporation shall be in Pima County, State
of Arizona. Offices may also be maintained and meetings of
shareholders and Directors may be held at such other place or
places as may be designated from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS' MEETING
2.01 ANNUAL MEETING
The
annual meeting of the shareholders of the corporation shall be held
at its principal office on the last day of September, for the
purpose of electing Directors, and for the transaction of such
other business as may come before the meeting. If the day fixed
herein for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day at the
same time. 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 may be convenient. Notwithstanding the
foregoing, the Board may for any reason it deems sufficient, change
the place, date and/or time of the annual meeting.
2.02 SPECIAL MEETINGS
Special
meetings of the shareholders, for any purpose or purposes, unless
otherwise provided by law, shall be called by the Secretary upon
the order of the President, or upon the order of a majority of the
Board of Directors, or upon the request in writing of the holders
of not fewer than fifty-one percent (51%) of all the outstanding
shares of the corporation entitled to vote at the meeting. Only
such business as may be specified in the call and notice may be
transacted at special meetings.
2.03 PLACE OF MEETING
Any
place, either within or without the State of Nevada, unless
prohibited by law, may be designated by the Board of Directors as
the place of meeting for any annual or special meeting. Absent a
designation by the Board, such meeting shall be held at the
corporation’s known place of business.
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2.04 NOTICE OF MEETING
Written
notice stating the place, date and hour of the annual meeting, and
in the case of a special meeting, the purpose or purposes for which
the special meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by an officer of the corporation at
the direction of the person 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 mailed to the
shareholder at his address as it appears on the stock transfer
books of the corporation.
2.05 RECORD DATE FOR VOTING
At any
meeting of the shareholders only such persons shall be entitled to
vote in person or by proxy as appear as shareholders upon the
transfer books of the company at the time of such meeting unless
the Board of Directors shall, by resolution, fix a date not more
than sixty (60) days nor less than ten (10) days in advance of the
date of the shareholders' meeting as the record date for the
meeting, in which case only those so appearing as shareholders on
the date so fixed shall be entitled to vote. Additionally, the
Board may similarly fix a record date for determination of
shareholders entitled to receive a dividend of or for a
determination of shareholders for any other purpose.
2.06 QUORUM
At all
meetings of shareholders, except where it is otherwise provided by
law, it shall be necessary that shareholders representing a
majority of the issued and outstanding voting stock shall be
present in person or by proxy to constitute a quorum. If less than
a majority of such shares is represented at a meeting, the
shareholders entitled to vote thereat in person or represented by
proxy shall have the power to adjourn the meeting from time to time
until a quorum shall be present or represented. 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 called. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at
the meeting.
2.07 PROXIES
At all
meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. Proxies may be
given for more than one meeting and shall be revocable to the
extent permitted by law at the pleasure of the shareholder
executing same.
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2.08 VOTING
Each
outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of shareholders.
In no event will the system of cumulative voting be used. All
corporate action shall be determined by a vote of a majority of the
votes represented at a meeting at which a quorum is present except
as is otherwise provided herein or in the Articles of
Incorporation, any certificate of designation filed with the Nevada
Secretary of State or by law.
2.09 VOTING OF SHARES BY CERTAIN HOLDERS
Shares
outstanding in the name of another company or corporation may be
voted by such officer, agent or proxy as the Bylaws of such company
or corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such company or corporation may
determine.
Shares
held by an administrator, personal representative, guardian or
conservator may be voted by him, either in person or by proxy, but
no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares
standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name, if
authority so to do be contained in an appropriate order of the
Court by which such receiver was appointed.
Shares
of its own stock belonging to the corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to
vote.
2.10 ACTION WITHOUT MEETING
Any
action required to be taken or which may be taken at a meeting of
shareholders may be taken without a meeting if a resolution
reflecting such action is signed as having been approved by the
requisite percentage of shareholders entitled to vote with respect
thereto.
2.11 IRREGULARITIES
All
informalities and/or irregularities in calls, notices of meetings
and in the matter of voting, form and validity of proxies,
credentials and method of ascertaining those present and shares
entitled to vote, shall be deemed waived if no objection is made at
the meeting.
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ARTICLE III
BOARD OF DIRECTORS
3.01 GENERAL POWERS
The
business and affairs of the corporation shall be managed by its
Board of Directors.
3.02 NUMBER
The
number of Directors of the corporation shall not be less than one
(1) nor more than seven (7).
3.03 TENURE
At the
first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect Directors to hold office
until the next annual meeting and until their successors are
elected and qualified, subject however to removal, with or without
any cause, by the shareholders in accordance with Section 3.10 of
this Article.
3.04 QUALIFICATIONS
Directors
need not be holders of record of voting stock. They need not be
residents of Nevada and Directors may be elected to succeed
themselves.
3.05 REGULAR MEETINGS
A
regular annual meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
such resolution.
3.06 SPECIAL MEETINGS
Special
meetings of the Board of Directors may be called by the Secretary
at the request of the President or a majority of the Directors (or
one half in the event that there is an even number of Directors).
The person, or persons, authorized to request the call of special
meetings of the Board of Directors may fix the time and place for
holding any such special meeting.
3.07 NOTICE
Written
notice of a special meeting shall be given to each Director at his
or her business address, by hand delivery, mail or facsimile. If
mailed, such notice shall be deposited in the United States mail at
least four (4) days prior to the meeting date; if by facsimile, it
shall be sent at least two (2) days prior to the meeting date; and
if hand-delivered it shall be so delivered at least two (2) days
prior to the meeting date. Any Director may waive such notice of
any meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where such
attendance is for the purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.
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3.08 QUORUM
A
majority of the full Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board, but if
less than a quorum is present, a majority of the Directors present
may adjourn the meeting from time to time to reconvene without
further notice.
3.09 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,
unless a greater majority is specifically required by Articles of
Incorporation or these Bylaws.
3.10 RESIGNATION AND REMOVAL
Any
Director may resign at any time. The shareholders entitled to vote
for the election of Directors may remove a Director with or without
cause by written consent of a majority-in-interest of the
shareholders or by the vote of the majority-in-interest of the
shareholders present at a special shareholders meeting where a
quorum is present duly called and noticed at any time.
3.11 VACANCIES
Any
vacancy occurring in the Board of Directors may be fulfilled by the
affirmative vote of a majority of the remaining Directors, though
not less than a quorum, or by a sole remaining Director. A Director
elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office.
3.12 COMPENSATION
By
resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board
of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
3.13 PRESUMPTION OF ASSENT
A
Director of the corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his
or her dissent shall be entered in the minutes of the meeting, or
unless he shall file his or her written dissent to such action with
the person acting as the Secretary of the meeting immediately after
the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
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3.14 ACTION WITHOUT MEETING
Any
action required to be taken or which may be taken at a meeting of
Directors may be taken without a meeting if a resolution reflecting
such action is signed as having been approved by all Directors
entitled to vote with respect thereto.
ARTICLE IV
OFFICERS
4.01 NUMBER
The
officers of the corporation shall be a president, a vice president,
a secretary and a treasurer, who shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held simultaneously by
any one person.
4.02 ELECTION AND TERM OF OFFICE
The
officers of the corporation to be elected by the Board of Directors
shall be elected at the first meeting of the Board of Directors
following the first meeting of shareholders and thereafter annually
at the annual 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 is convenient. Each officer shall hold office
until his or her successor shall have been duly elected and shall
have qualified, or until death, or until he or she shall resign or
shall have been removed in the manner hereinafter
provided.
4.03 REMOVAL
Any
officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors with or without cause at any
time, but such removal shall be without prejudice to the contract
rights as an employee, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create
contract rights.
4.04 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.
4.05 PRESIDENT
The
president shall be the chief executive officer of the corporation
and shall supervise and control all of the business and affairs of
the corporation. He or she shall, when present, preside at all
meetings of the shareholders and all the meetings of the Board of
Directors. He or she may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, and
deeds, mortgages, bonds, contracts or other instruments which the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors, or by these Bylaws, to some
other officer or agent of the corporation or shall be required by
law to be otherwise signed or executed. He or she shall have the
power to appoint and remove one or more administrative vice
presidents of the corporation and such other assistants to the
various elected officers of the corporation as is necessary for the
accomplishment of their duties. In general, he or she shall perform
all duties incident to the office of president and such other
duties as may be prescribed by the Board of Directors from time to
time.
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4.06 VICE PRESIDENT
In the
absence of the president, or in the event of his death, inability
or refusal to act, the vice president, or if there is more than one
vice president, the senior vice president, 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.
Otherwise, such senior and other vice presidents shall perform and
have authority to perform only such duties as from time to time may
be assigned by the president or by the Board of
Directors.
4.07 SECRETARY
The
secretary shall keep the minutes of the meeting of shareholders and
Directors in one or more books provided for that purpose; see that
all notices are duly given in accordance with the provisions of
these Bylaws, or as required by law; be custodian of the corporate
records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized;
keep or cause to be kept under his general supervision by a
registrar or transfer agent appointed by the company a register of
the name and post office address of each shareholder as furnished
by such shareholder; have general charge of the stock ledger and
transfer books of the corporation; and, in general, perform all
duties incident to the office of secretary and such other duties as
from time to time may be assigned to him or her by the president,
or by the Board of Directors.
4.08 TREASURER
If
required by the Board of Directors, the treasurer shall give a bond
for the faithful performance of his duties in such sum and with or
without such surety, or sureties, as the Board of Directors shall
determine. He or she shall have charge and custody of and be
responsible for all funds and securities of the corporation;
receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all monies in
the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions
of Article VII of these Bylaws; and, in general, perform all of the
duties as from time to time may be assigned to him by the president
or by the Board of Directors.
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4.09 SALARIES
The
compensation of the officers, if any, shall be fixed from time to
time by the Board of Directors, and no officer shall be precluded
from receiving such salary by reason of the fact that he or she is
also a Director of the corporation. Any payments made to an officer
of the corporation such as salary, commission, bonus, interest, or
rent or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursable by such officer to
the corporation to the full extent of such disallowance. It shall
be the duty of the Directors, as a Board, to enforce payment of
each such amount disallowed. In lieu of payment by the officer,
subject to the determination of the Directors, proportionate
amounts may be withheld from his or her future compensation
payments until the amount owed to the corporation has been
recovered.
4.10 DELEGATION OF DUTIES
In the
case of the absence of any officer of the corporation or for any
reason they may deem sufficient, a majority of the entire Board may
delegate for the time being any powers or duties of any office to
any other office or to any Director.
ARTICLE V
STOCK CERTIFICATES AND TRANSFER
5.01 CERTIFICATES
Certificates
representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates
shall be signed by the president and by the secretary, or by such
other officers authorized by law and by the Board of Directors so
to do. All certificates for shares shall be consecutively numbered,
or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock ledger
books of the corporation.
In case
any officer who has signed or whose facsimile signature has been
used on a certificate ceases to be an officer before the
certificate has been delivered, such certificate may, nevertheless,
be adopted and issued and delivered by the corporation as though
such officer had not ceased to hold such office.
5.02 TRANSFER OF SHARES
Transfer
of shares shall be made only upon the transfer books of the
corporation and before a new certificate is issued the old
certificate shall be surrendered for cancellation. Such transfers
shall be made only by the holder of record thereof, or by his or
her legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the
corporation.
Stock
certificates bearing a legend stating that transfer of the shares
is subject to some restriction shall not be transferred or reissued
except in compliance therewith. Notwithstanding the foregoing,
shares may be subject to transfer restrictions in accordance with
applicable law, whether or not a restriction appears on the
certificate.
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5.03 REGISTERED SHAREHOLDERS
Registered
shareholders only shall be entitled to be treated by the
corporation as the holder in fact of the stock standing in their
respective names, and the corporation shall not be bound to
recognize any equitable or other claim of interest in any share on
the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws
of the State of Nevada.
5.04 LOST CERTIFICATES
In case
of loss or destruction of any certificate of stock, another may be
issued in its place upon proof of such loss or destruction,
although the Board of Directors may, in its discretion, require the
giving of a satisfactory bond of indemnity to the corporation
and/or to the transfer agent and registrar.
5.05 REGULATIONS
Subject
to the requirements of Section 10.4 hereof, the Board of Directors
shall have power and authority to make any determination it may
deem expedient concerning the issue, transfer, conversion or
registration of certificates for shares of the capital stock of the
corporation, not inconsistent with the laws of the State of Nevada,
the Articles of Incorporation, and these Bylaws.
ARTICLE VI
BOOKS AND RECORDS
The
books, accounts and records, including stock records, of the
corporation shall be kept within the State of Nevada, at such place
or places as the Board of Directors may from time to time appoint.
The Board of Directors shall determine whether and to what extent
the accounts, books and records of the corporation, or any of them,
shall be open to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account or book or
document of the corporation, except as conferred by law or by
resolution of the shareholders or Directors.
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ARTICLE VII
CONTRACTS, LOANS, CHECKS, DEPOSITS
7.01 CONTRACTS
The
Board of Directors may enter into any contract or agreement of
employment with any officer, or officers, agent or agents, in the
name of and on behalf of the corporation, and authority conferred
thereunder may be general or confined to specific
matters.
7.02 LOANS
No
loans to the corporation shall be contracted on its behalf, and no
evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific
instances.
7.03 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.
7.04 DEPOSITS
All
funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may
designate or authorize.
ARTICLE VIII
DISCLOSURE OF INTEREST
Except
as otherwise provided by applicable law, no contract or other
transaction between this corporation and any other corporation
(whether or not a majority of the shares of such other corporation
is owned by this corporation, or a majority of the shares of this
corporation is owned by such other corporation) and no act of this
corporation shall in any way be affected or invalidated by the fact
that any of the Directors of this corporation are pecuniarily or
otherwise interested in, or are Directors or officers of, such
other corporation. Any Director, individually, or any firm of which
such Director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction
of the corporation, provided that the fact that the Director, or
such firm, is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof. Any Director
of this corporation who is also a Director or officer of such other
corporation, or who is so interested, may be counted in determining
the existence of a quorum at any meeting of the Board of Directors
of this corporation that shall authorize such contract or
transaction, with like force and effect as if he were not such
Director or officer of such other corporation, or not so
interested.
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ARTICLE IX
INDEMNIFICATION
Subject
to the provisions of the Articles of Incorporation and Sections
78.7502 and 78.751 of the Nevada Revised Statutes as amended from
time to time, and the further provisions hereof, the Corporation
may indemnify any and all of its Directors, officers, former
Directors, and former officers, to the full extent permitted under
applicable law against all amounts incurred by them and each of
them, including but not limited to expenses, legal fees, costs,
judgments, fines and amounts paid in settlement which may be
actually and reasonably incurred, rendered or levied in any
threatened, pending or completed action, suit or proceeding brought
against any of them for or on account of any action or omission
alleged to have been committed while acting within the scope of his
duties as a Director or officer of the Corporation. Whenever any
such Director or officer shall report to the President of the
Corporation or the Board of Directors that he has incurred or may
incur such amounts, the Corporation shall, within a reasonable time
thereafter, determine in a manner consistent with applicable law,
whether, in regard to the matter involved, such person acted or
failed to act in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding had no reasonable
cause to believe his conduct was unlawful. If the Corporation so
determines that such person acted or failed to act in such a manner
with regard to the matter involved, indemnification shall be
mandatory and shall be automatically extended as specified herein;
provided, however, that the Corporation shall have the right to
refuse indemnification in any instance in which the person to whom
indemnification would otherwise have been applicable shall not
offer the Corporation the opportunity, at its own expense and
through counsel of its own choosing, to defend him in the action,
suit or proceeding. Nothing contained herein is intended to limit
any right of indemnification or other rights provided by Nevada
Revised Statutes §§ 78.7502 and 78.751, or other
applicable law.
ARTICLE X
TREASURY STOCK, WARRANTS AND OPTIONS
10.01 TREASURY STOCK
The
corporation shall have the right to acquire, purchase, hold,
exchange, sell or otherwise dispose of its own stock, and the Board
of Directors is authorized to enter into agreements to repurchase
stock of the corporation and to cancel the same or to hold the same
as Treasury Stock and to resell any such Treasury Stock. The number
of shares and price shall be fixed by the Board of Directors.
Repurchase of said shares, however, shall be made only from surplus
or other funds of the corporation which may be used for such
purpose pursuant to the laws of the State of Nevada, the Articles
of Incorporation, and these Bylaws.
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10.02 WARRANTS
The
Board of Directors shall have the power to authorize the issuance
of any amount of stock purchase warrants authorized by law, and to
approve the form, terms and conditions upon which such warrants are
to be issued and exercised.
10.03 OPTIONS
The
corporation may grant options to purchase its stock by individual
agreement, or under a general plan. The Board of Directors shall
have the power to authorize and approve stock option
plans.
10.04 OPINION OF COUNSEL
Notwithstanding
the foregoing provisions of this Article, prior to making any offer
to sell or sale or any purchase or solicitation to sell or
exchange, securities of the Corporation, the Board of Directors
shall consult with and obtain the opinion of legal counsel for the
corporation with reference to the legal propriety and validity of
any such transaction referred to in this Article, especially in
reference to the applicability of the Securities Act of 1933, the
Blue Sky Laws of Nevada and of any other state, and other laws
regulating transactions involving securities.
ARTICLE XI
AMENDMENT OF BYLAWS
Alterations,
amendments or repeals of the Bylaws may be made by a majority of
the Board of Directors by a majority vote of the whole Board of
Directors at any regular or special meeting, provided the proposed
alteration, amendment or repeal has been set out in the notice to
each Director in writing prior to said meeting.
ARTICLE XII
WAIVER OF NOTICE
Wherever
notice of a meeting is required by law or by these Bylaws to be
given to any Director, officer or shareholder, such requirement
shall not be construed to be limited to personal notice; such
notice may be given in writing by depositing the same in a post
office or letter box, post-paid addressed to such Director, officer
or shareholder at his or her address as the same appears in the
books of the corporation. Delivery shall be deemed complete upon
deposit in the mail.
A
waiver of such notice signed by a shareholder, Director or officer,
whether before or after the time of the meeting, shall be deemed
equivalent to any meeting notice required to be given.
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ARTICLE XIII
CONFLICTING PROVISIONS
In the
event of any conflict between these Bylaws and the provisions of
the applicable laws of the State of Nevada, as from time to time
amended, or with any applicable regulation issued thereunder, such
applicable law and/or regulation shall control. In the event of any
conflict between these Bylaws and the Articles of Incorporation of
the corporation, as from time to time amended, the provisions of
the Articles shall control.
CERTIFICATE OF SECRETARY
I, the
undersigned, do hereby certify
That
the foregoing Bylaws were duly and regularly adopted as the Bylaws
of the said corporation by the shareholders of the corporation in a
meeting at which a quorum was present, which was duly called and
held on December 19, 2014.
That I
was duly elected or appointed to serve, and I did serve as
Secretary of such meeting.
IN WITNESS WHEREOF, I have hereunto
subscribed my name on December 19, 2014.
______________________________
Nicole
M. Breen, Secretary
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