Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - FREESTONE RESOURCES, INC. | fsnr_8k.htm |
AMENDED BYLAWS
OF
FREESTONE RESOURCES, INC.
A For
Profit Corporation
ARTICLE I
SHAREHOLDERS
1. Annual Meeting
A
meeting of the shareholders shall be held annually for the election
of directors and the transaction of other business on such date in
each year as may be determined by the Board of Directors, but in no
event later than 100 days after the anniversary of the date of
incorporation of the Corporation.
2. Special Meetings
Special
meetings of the shareholders may be called by the Board of
Directors, Chairman of the Board or President and shall be called
by the Board upon the written request of the holders of record of a
majority of the outstanding shares of the Corporation entitled to
vote at the meeting requested to be called. Such request
shall state the purpose or purposes of the proposed
meeting. At such special meetings the only business
which may be transacted is that relating to the purpose or purposes
set forth in the notice thereof.
3. Place of Meetings
Meetings
of the shareholders shall be held at such place within or outside
of the State of Nevada as may be fixed by the Board of
Directors. If no place is so fixed, such meetings
shall be held at the principal office of the
Corporation.
4. Notice of Meetings
Notice
of each meeting of the shareholders shall be given in writing and
shall state the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called. Notice of a
special meeting shall indicate that it is being issued by or at the
direction of the person or persons calling or requesting the
meeting.
If, at
any meeting, action is proposed to be taken which, if taken, would
entitle objecting shareholders to receive payment for their shares,
the notice shall include a statement of that purpose and to that
effect.
A copy
of the notice of each meeting shall be given, personally or by
first class mail, not less than ten nor more than sixty days before
the date of the meeting, to each shareholder entitled to vote
at such meeting. If mailed, such notice shall be deemed
to have been given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at his
address as it appears on the record of the shareholders, or,
if he shall have filed with the Secretary of the Corporation a
written request that notices to him or her be mailed to some other
address, then directed to him at such other address.
When a
meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time
and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the
adjourned meeting any business may be transacted that might have
been transacted on the original date of the
meeting. However, if after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice
under this Section 4.
5. Waiver of Notice
Notice
of a meeting need not be given to any shareholder who submits
a signed waiver of notice, in person or by proxy, whether before or
after the meeting. The attendance of any shareholder at
a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by him or her.
6. Inspectors of Election
The
Board of Directors, in advance of any shareholders' meeting, may
appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed,
the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint
two inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment in advance
of the meeting by the Board or at the meeting by the person
presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully
to execute the duties of such inspector at such meeting with
strict impartiality and according to the best of his
ability.
The
inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the
existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right
to vote at the meeting, count and tabulate all votes, ballots or
consents, determine the result thereof, and do such acts as are
proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the
meeting, or of any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a
certificate of any fact found by them. Any report
or certificate made by them shall be prima facie evidence of the
facts stated and of any vote certified by them.
7. List of Shareholders at Meetings
A list
of the shareholders as of the record date, certified by the
Secretary or any Assistant Secretary or by a transfer agent, shall
be produced at any meeting of the shareholders upon the
request thereat or prior thereto of any
shareholder. If the right to vote at any meeting
is challenged, the inspectors of election, or the person presiding
thereat, shall require such list of the shareholders to be produced
as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such
meeting.
8. Qualification of Voters
Unless
otherwise provided in the Certificate of Incorporation, every
shareholder of record shall be entitled at every meeting of the
shareholders to one vote for every share standing in its name on
the record of the shareholders.
Treasury
shares as of the record date and shares held as of the record date
by another domestic or foreign corporation of any kind, if a
majority of the shares entitled to vote in the election of
directors of such other corporation is held as of the record date
by the Corporation, shall not be shares entitled to vote or to be
counted in determining the total number of outstanding
shares.
Shares
held by an administrator, executor, guardian, conservator,
committee or other fiduciary, other than a trustee, may be voted by
such fiduciary, either in person or by proxy, without the transfer
of such shares into the name of such fiduciary. Shares
held by a trustee may be voted by him or her, either in person or
by proxy, only after the shares have been transferred into his name
as trustee or into the name of his nominee.
Shares
standing in the name of another domestic or foreign corporation of
any type or kind may be voted by such officer, agent or proxy as
the bylaws of such corporation may provide, or, in the absence of
such provision, as the board of directors of such corporation may
determine.
No
shareholder shall sell his vote, or issue a proxy to vote, to any
person for any sum of money or anything of value except as
permitted by law.
9. Quorum of Shareholders
The
holders of a majority of the shares of the Corporation issued
and outstanding and entitled to vote at any meeting of the
shareholders shall constitute a quorum at such meeting for the
transaction of any business, provided that when a specified item of
business is required to be voted on by a class or series, voting as
a class, the holders of a majority of the shares of such class or
series shall constitute a quorum for the transaction of such
specified item of business.
When a
quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.
The
shareholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the
meeting despite the absence of a quorum.
10. Proxies
Every
shareholder entitled to vote at a meeting of the shareholders, or
to express consent or dissent without a meeting, may authorize
another person or persons to act for him by proxy.
Every
proxy must be signed by the shareholder or its
attorney. No proxy shall be valid after the expiration
of eleven months from the date thereof unless otherwise provided in
the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise
provided by law.
The
authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the
proxy, unless before the authority is exercised written notice of
an adjudication of such incompetence or of such death is received
by the Secretary or any Assistant Secretary.
11. Vote or Consent of Shareholders
Directors,
except as otherwise required by law, shall be elected by a
plurality of the votes cast at a meeting of shareholders by the
holders of shares entitled to vote in the election.
Whenever
any corporate action, other than the election of directors, is to
be taken by vote of the shareholders, it shall, except as otherwise
required by law, be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote
thereon.
Whenever
shareholders are required or permitted to take any action by vote,
such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by stockholders holding
at least a majority of the voting power. Written consent thus given
by the holders of the majority of outstanding shares entitled to
vote shall have the same effect as if the action was authorized by
a majority of the votes cast at a meeting of shareholders by the
holders of shares entitled to vote thereon.
12. Fixing The Record Date
For the
purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or
to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not
be less than ten nor more than sixty days before the date of such
meeting, nor more than sixty days prior to any other
action.
When a
determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
1. Power of Board and Qualification of
Directors
The
business of the Corporation shall be managed by the Board of
Directors. Each director shall be at least eighteen
years of age.
2. Number of Directors
The
number of directors constituting the entire Board of Directors
shall be the number, not less than one nor more than ten, fixed
from time to time by a majority of the total number of directors
which the Corporation would have, prior to any increase or
decrease, if there were no vacancies, provided, however, that no
decrease shall shorten the term of an incumbent
director. Until otherwise fixed by the directors, the
number of directors constituting the entire Board shall be
four.
3. Election and Term of Directors
At each
annual meeting of shareholders, directors shall be elected to hold
office until the next annual meeting and until their successors
have been elected and qualified or until their death, resignation
or removal in the manner hereinafter provided.
4. Quorum of Directors and Action by the
Board
A
majority of the entire Board of Directors shall constitute a quorum
for the transaction of business, and, except where otherwise
provided herein, the vote of a majority of the directors present at
a meeting at the time of such vote, if a quorum is then present,
shall be the act of the Board.
Any
action required or permitted to be taken by the Board of Directors
or any committee thereof may be taken without a meeting if all
members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The
resolution and the written consent thereto by the members of the
Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.
5. Meetings of the Board
An
annual meeting of the Board of Directors shall be held in each year
directly after the annual meeting of
shareholders. Regular meetings of the Board shall
be held at such times as may be fixed by the
Board. Special meetings of the Board may be held at any
time upon the call of the President or any two
directors.
Meetings
of the Board of Directors shall be held at such places as may be
fixed by the Board for annual and regular meetings and in the
notice of meeting for special meetings. If no place is
so fixed, meetings of the Board shall be held at the principal
office of the Corporation. Any one or more members of
the Board of Directors may participate in meetings by means of a
conference telephone or similar communications
equipment.
No
notice need be given of annual or regular meetings of the Board of
Directors. Notice of each special meeting of the Board
shall be given to each director either by mail not later than noon,
on the third day prior to the meeting or by telegram, written
message or orally not later than noon, on the day prior to the
meeting. Notices are deemed to have been properly given
if given: by mail, when deposited in the United
States mail; by telegram at the time of filing; or by messenger at
the time of delivery. Notices by mail, telegram or
messenger shall be sent to each director at the address designated
by him for that purpose, or, if none has been so designated, at his
last known residence or business address.
Notice
of a meeting of the Board of Directors need not be given to any
director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to any
director.
A
notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.
A
majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and
place. Notice of any adjournment of a meeting to another
time or place shall be given, in the manner described above, to the
directors who were not present at the time of the adjournment
and, unless such time and place are announced at the meeting, to
the other directors.
6. Resignations
Any
director of the Corporation may resign at any time by giving
written notice to the Board of Directors or to the President or to
the Secretary of the Corporation. 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.
7. Removal of Directors
Any one
or more of the directors may be removed for cause by action of the
Board of Directors. Any or all of the directors may be
removed with or without cause by vote of the
shareholders.
8. Newly Created Directorships and
Vacancies
Newly
created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board of Directors for any
reason except the removal of directors by shareholders may be
filled by vote of a majority of the directors then in office,
although less than a quorum exists. Vacancies occurring
as a result of the removal of directors by shareholders shall be
filled by the shareholder. A director elected to fill a
vacancy shall be elected to hold office for the unexpired term of
his predecessor.
9. Executive and Other Committees of
Directors
The
Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members an executive
committee and other committees each consisting of three or
more directors and each of which, to the extent provided in the
resolution, shall have all the authority of the Board, except that
no such committee shall have authority as to the following
matters: (a) the submission to shareholders of any
action that needs shareholders' approval; (b) the filling of
vacancies in the Board or in any committee; (c) the fixing of
compensation of the directors for serving on the Board or on any
committee; (d) the amendment or repeal of the bylaws, or the
adoption of new bylaws; (e) the amendment or repeal of any
resolution of the Board which, by its term, shall not be so
amendable or repealable; or (f) the removal or indemnification of
directors.
The
Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent
member or members at any meeting of such committee.
Unless
a greater proportion is required by the resolution
designating a committee, a majority of the entire authorized number
of members of such committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members
present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of such committee.
Each
such committee shall serve at the pleasure of the Board of
Directors.
10. Compensation of Directors
The
Board of Directors shall have authority to fix the compensation of
directors for services in any capacity.
11. Interest of Directors in a Transaction
Unless
shown to be unfair and unreasonable as to the Corporation, no
contract or other transaction between the Corporation and one
or more of its directors, or between the Corporation and any
other corporation, firm, association or other entity in which one
or more of the directors are directors or officers, or are
financially interested, shall be either void or voidable,
irrespective of whether such interested director or directors are
present at a meeting of the Board of Directors, or of a committee
thereof, which authorizes such contract or transaction and
irrespective of whether his or their votes are counted for such
purpose. In the absence of fraud any such contract and
transaction conclusively may be authorized or approved as
fair and reasonable by: (a) the Board of Directors or a
duly empowered committee thereof, by a vote sufficient for such
purpose without counting the vote or votes of such interested
director or directors (although such interested director or
directors may be counted in determining the presence of a quorum at
the meeting which authorizes such contract or transaction), if the
fact of such common directorship, officership or financial interest
is disclosed or known to the Board or committee, as the case may
be; or (b) the shareholders entitled to vote for the election of
directors, if such common directorship, officership or
financial interest is disclosed or known to such
shareholders.
Notwithstanding
the foregoing, no loan, except advances in connection with
indemnification, shall be made by the Corporation to any
director unless it is authorized by vote of the shareholders
without counting any shares of the director who would be the
borrower or unless the director who would be the borrower is the
sole shareholder of the Corporation.
ARTICLE III
OFFICERS
1. Election of Officers
The
Board of Directors, as soon as may be practicable after the annual
election of directors, shall elect a President, a Secretary, and a
Treasurer, and from time to time may elect or appoint such other
officers as it may determine. Any two or more offices
may be held by the same person. The Board of Directors
may also elect one or more Vice Presidents, Assistant Secretaries
and Assistant Treasurers.
2. Other Officers
The
Board of Directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
3. Compensation
The
salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.
4. Term of Office and Removal
Each
officer shall hold office for the term for which he is elected or
appointed, and until his successor has been elected or appointed
and qualified. Unless otherwise provided in the
resolution of the Board of Directors electing or appointing an
officer, his term of office shall extend to and expire at the
meeting of the Board following the next annual meeting of
shareholders. Any officer may be removed by the
Board with or without cause, at any time. Removal of an
officer without cause shall be without prejudice to his contract
rights, if any, and the election or appointment of an officer
shall not of itself create contract rights.
5. President
The
President shall be the chief executive officer of the Corporation,
shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. The
President shall also preside at all meetings of the shareholders
and the Board of Directors.
The
President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer
or agent of the Corporation.
6. Vice Presidents
The
Vice Presidents, in the order designated by the Board of Directors,
or in the absence of any designation, then in the order of their
election, during the absence or disability of or refusal to act by
the President, shall perform the duties and exercise the powers of
the President and shall perform such other duties as the Board of
Directors shall prescribe.
7. Secretary and Assistant Secretaries
The
Secretary shall attend all meetings of the Board of Directors and
all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a
book to be kept for that purpose, and shall perform like duties for
the standing committees when required. The Secretary
shall give or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision the Secretary
shall be. The Secretary shall have custody of the
corporate seal of the Corporation and the Secretary, or an
Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by
the Secretary's signature or by the signature of such Assistant
Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.
The
Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order designated by the Board of Directors, or
in the absence of such designation then in the order of their
election, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, shall perform the duties
and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the Board of Directors
may from time to time prescribe.
8. Treasurer and Assistant Treasurers
The
Treasurer shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; and shall
deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board of Directors.
The
Treasurer shall disburse the funds as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation.
If
required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of Treasurer, and
for the restoration to the Corporation, in the case of the
Treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of
whatever kind in the possession or under the control of the
Treasurer belonging to the Corporation.
The
Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order designated by the Board of
Directors, or in the absence of such designation, then in the order
of their election, in the absence of the Treasurer or in the event
of the Treasurer's inability or refusal to act, shall perform the
duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
9. Books and Records
The
Corporation shall keep: (a) correct and complete books
and records of account; (b) minutes of the proceedings of the
shareholders, Board of Directors and any committees of
directors; and (c) a current list of the directors and
officers and their residence addresses. The Corporation
shall also keep at its office in the State of Texas or at the
office of its transfer agent or registrar in the State of Nevada,
if any, a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the
dates when they respectively became the owners of record
thereof.
The
Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and
regulations any accounts, books, records or other documents of the
Corporation shall be open to inspection, and no creditor, security
holder or other person shall have any right to inspect any
accounts, books, records or other documents of the Corporation
except as conferred by statute or as so authorized by the
Board.
10. Checks, Notes, etc.
All
checks and drafts on, and withdrawals from the Corporation's
accounts with banks or other financial institutions, and all bills
of exchange, notes and other instruments for the payment of money,
drawn, made, endorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto
authorized by, or pursuant to resolution of, the Board of
Directors.
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES
1. Forms of Share Certificates
The
share of the Corporation shall be represented by certificates, in
such forms as the Board of Directors may prescribe, signed by the
President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant
Treasurer. The shares may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of
the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation or its employee. In
case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the
date of issue.
Each
certificate representing shares issued by the Corporation
shall set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of the
designation, relative rights, preferences and limitations of the
shares of each class of shares, if more than one, authorized to be
issued and the designation, relative rights, preferences and
limitations of each series of any class of preferred shares
authorized to be issued so far as the same have been fixed, and the
authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other
series.
Each
certificate representing shares shall state upon the face
thereof: (a) that the Corporation is formed under the
laws of the State of Nevada; (b) the name of the person or persons
to whom issued; and (c) the number and class of shares, and the
designation of the series, if any, which such certificate
represents.
2. Transfers of Shares
Shares
of the Corporation shall be transferable on the record of
shareholders upon presentment to the Corporation of a transfer
agent of a certificate or certificates representing the shares
requested to be transferred, with proper endorsement on the
certificate or on a separate accompanying document, together with
such evidence of the payment of transfer taxes and compliance
with other provisions of law as the Corporation or its transfer
agent may require.
3. Lost, Stolen or Destroyed Share
Certificates
No
certificate for shares of the Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed or
wrongfully taken, except, if and to the extent required by the
Board of Directors upon: (a) production of
evidence of loss, destruction or wrongful taking; (b)
delivery of a bond indemnifying the Corporation and its agents
against any claim that may be made against it or them on account of
the alleged loss, destruction or wrongful taking of the replaced
certificate or the issuance of the new certificate; (c)
payment of the expenses of the Corporation and its agents incurred
in connection with the issuance of the new certificate; and
(d) compliance with other such reasonable requirements as may
be imposed.
ARTICLE V
OTHER MATTERS
1. Corporate Seal
The
Board of Directors may adopt a corporate seal, alter such seal at
pleasure, and authorize it to be used by causing it or a facsimile
to be affixed or impressed or reproduced in any other
manner.
2. Fiscal Year
The
fiscal year of the Corporation shall be the twelve months ending
December 31st, or such other period as may be fixed by the Board of
Directors.
3. Amendments
Bylaws
of the Corporation may be adopted, amended or repealed by vote of
the holders of the shares at the time entitled to vote in the
election of any directors. Bylaws may also be adopted,
amended or repealed by the Board of Directors, but any bylaws
adopted by the Board may be amended or repealed by the shareholders
entitled to vote thereon as herein above
provided.
If any
bylaw regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of shareholders for
the election of directors the bylaw so adopted, amended or
repealed, together with a concise statement of the changes
made.
These
Amended Bylaws of Freestone Resources, Inc., a Nevada corporation
(the “Corporation”), were adopted by unanimous consent
of the Board of Directors of the Corporation on August 3,
2018.