BY-LAWS OF
psitekorg Inc.
a Wyoming Corporation
ARTICLE I. MEETINGS OF STOCKHOLDERS
ANNUAL MEETING
Section 1. The annual meeting of the stockholders of this corporation shall be
held at the Wyoming offices ofthe Corporation On J11~9 30 , at 1:00 each and
every year, or at such other places and times as the directors shall from time
to time determine. The purpose of this meeting shall be for the election of
directors and such other business as may properly come before said meeting.
Notice of the time, place an object of such meeting shall be given by
publication thereof by serving personally or by mailing at least ten (10) days
prior to such meeting, postage prepaid, a copy of such notice, addressed to each
stockholder at his residence or place of business, as the same shall appear on
the books of the corporation. No business other than that stated in such notice
shall be transacted at such meeting without the unanimous consent of all the
stockholders thereat, in person or by proxy.
SPECIAL MEETINGS
Section 2. Special meetings of stockholders, other than those regulated by
statute, may be called at any time by the president or by a majority of the
directors. It shall also be the duty of the president to call such meetings
whenever requested to do so by the holder or holders of the majority share of
the capital stock of the corporation. A notice of every meeting stating the
time, place and object thereof, shall be given by mailing, postage prepaid, at
least ten (10) days before such meeting, a copy of such notice addressed to each
stockholder at his post office address as the same appears on the books of the
corporation.
QUORUM
Section 3. At all meetings of the stockholders, there shall be present, either
in person or by proxy, stockholders owning ______% of the capital stock of the
corporation in order to constitute a quorum. If a quorum is not present, the
stockholders present in person or by proxy may adjourn to such fixture time as
shall be agreed upon by them, and notice of such adjournment shall be mailed,
postage prepaid, to each stockholder at least ten (10) days before such
adjourned meeting; but if a quorum is present, they may adjourn from day to day
as they see fit, and no notice of such adjournment need be given.
VOTING CAPACITY
Section 4. At all meetings of the stockholders, each stockholder shall be
entitled to one vote for each share of stock in his own name on the books of the
corporation, whether represented in person or by proxy. All proxies shall be in
writing and signed.
ORDER OF BUSINESS
Section 5. At all meetings of stockholders the following shall be the order of
business so far as is practicable:
1. Calling the roll
2. Reading, correcting, and approving of the minutes of the previous
meeting
3. Reports of officers
4. Reports of connnittees
5. Unfinished business
6. New business
7. Election of directors
8. Miscellaneous business
ARTICLE II. DIRECTORS
ELECTION
Section 1. The board of directors of this corporation, consisting of a least one
(1) person, shall be elected for the term of ONE (1) year at the annual meeting
of stockholders, except as hereinafter otherwise provided for filling vacancies.
The directors shall be chosen by a majority vote of the stockholders, voting
either in person or by proxy, at such annual election,
VACANCIES
Section 2. Vacancies in the board of directors, occurring during the year, shall
be filled for the unexpired term by a majority vote of the remaining directors
at any special meeting called for that purpose, or at any regular meeting of the
board.
DEATH OR RESIGNATION OF ENTIRE BOARD
Section 3. In case the entire board of directors shall die or resign, any
stockholder may call a special meeting in the same manner that the president may
call such meetings, and directors for the unexpired term may be elected at such
special meeting in the manner provided for their election at annual meetings.
RULES AND REGULATIONS
Section 4. The directors shall have the general control and management of the
business and affairs of the company and shall exercise all the powers that may
be exercised or performed by the corporation. The board of directors may adopt
such rules and regulations for the conduct of their meetings and management of
the affairs of the corporation as they may deem proper, not inconsistent with
the laws and statutes of the state of Wyoming, the articles of incorporation, or
these by-laws. Such management will be by majority vote of the board of
directors with each director having an equal vote.
TIME OF MEETING
Section 5. The board of directors shall meet regularly at ___________ a.m./p.m.,
on ______________________ of each and every year, at the office of the company
at Cheyenne, Wyoming, or at such other places and times as the board of
directors shall by resolution appoint. On the request of the president or any
direct or, the secretary shall call a special meeting of the board. The
secretary shall give each director at least ten (10) days prior notice of such
meeting. Special meetings may also be called by execution of the appropriate
waiver of notice as contained in Article VI of these by-laws.
RESOLUTIONS
Section 6. A resolution, in writing, signed by all or a majority of the members
of the board of directors, shall constitute action by the board of directors to
the effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
COMMITTEES
Section 7. All committees shall be appointed by the board of directors. The
directors may, by majority resolution, designate one or more committees with a
director or direct 0+5 to manage the business or any aspect of the business and
to have flill powers.
ARTICLE Ill. OFFICERS
Section 1. The officers of this corporation shall consist of a president, one or
more vice- presidents, secretary, treasurer, registered agent and such other
officers as shall be elected or appointed by the board of directors. The
salaries of such officers shall be fixed by the board of directors and may be
changed from time to time by a majority vote of the board. Each officer shall
serve for a term of one (1) year or until their successors are chosen and
qualified. Officers may be re-elected or re-appointed for successive annual
terms. Additional officers elected or appointed by the board of directors shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined by the board of directors.
DUTIES OF THE PRESIDENT
Section 2. The president shall preside at all meetings of the board of
directors, and shall act as temporary chairman at, and call to order all
meetings of the stockholders. The president shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the board of directors. The president shall have general management of the
affairs of the corporation, subject to the board of directors, and shall perform
all duties as are incidental to his office or are required of him by the board
of directors.
DUTIES OF 'VICE-PRESIDENT
Section 3. The vice-president shall, in the absence or incapacity of the
president, perform the duties of the president and shall have such powers and
such duties as may be assigned to him by the board of directors.
DUTIES OF THE SECRETARY
Section 4. The secretary shall keep the minutes of the board of directors, and
also the minutes of the meetings of stockholders; he shall attend to the giving
and serving of all notices of the company, shall have charge of the books and
papers of the corporation and shall make such reports and perform such other
duties as are incidental to his office and as the board of directors may direct.
The secretary shall be responsible that the corporation complies with the
Wyoming Business Corporation Act by supplying to the Wyoming registered agent or
principal office in Wyoming, any and all amendments to the corporation's
Articles of Incorporation and any and all amendments or changes to the by-laws
of the c6rporation. Also in compliance with Wyoming Business Corporation Act, he
will also maintain and supply to the Wyoming registered agent or principal
office in Wyoming, a current statement setting forth the names of the
stockholders or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, of each stockholder of the
corporation.
DUTIES OF THE TREASURER
Section 5. The treasurer shall have the care and custody of all the flinds and
securities of the corporation and shall keep regular books of account. He shall
disburse the funds of the corporation in payment of the just demands against the
corporation, or as may be ordered by the board of directors, making proper such
vouchers for such disbursements and shall render to the board of directors or
stockholders, as may be required of him, an account of all his transactions as
treasurer and of the financial condition of the corporation. He shall perform
all other duties as are incidental to his office or as properly required of him
by the board of directors.
DUTIES OF THE RESIDENT AGENT
Section 6. The registered agent shall be in charge of the cotporation's
registered or principal office in the state of Wyoming, upon whom process
against the corporation may be served and shall perform all duties as required
of him by statute.
ARTICLE IV.
STOCK Section 1. Certificates of stock shall be in a form approved by the board
of directors and shall be consecutively numbered. The name of the persdn owning
the shares represented by each certificate, with the number of such shares and
the date of issue, shall be entered on the company's books. The president and
secretary shall sign all certificates of stock issued by the corporation. All
certificates of stock transferred by endorsement therein shall be surrendered by
cancellation and new certificates issued to the purchaser or assignee.
ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The corporation shall indemni~ any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except, in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under by-law, agreement, vote of stockholders or otherwise.
ARTICLE VI. WAIVER OF NOTICE
Section 1. Whenever, under the provisions of these by4aws or of any of the
corporate laws, the stockholders or directors are required to give notice or
allow a lapse of time after such notice for authorization to hold a meeting,
such meeting may be held without such notice and without such lapse of time by
execution of the appropriate waiver of notice by a majority of the directors of
the corporation.
ARTICLE VII. AMENDMENTS
Section 1. These by-laws may be amended at any stockholders' meeting by a vote
of the stockholders owning a majority of the stock, represented either in person
or by proxy, provided the proposed amendment is included in the notice of such
meeting. The board of directors may amend the by-laws or adopt additional
by-laws, but shall not alter or repeal any by-laws adopted by the stockholders
of the corporation. A copy of any amended by-laws shall be sent to each
stockholder and to the registered agent within ten (10) days after the adoption
of the same.
CERTIFIED TO BE THE BY-LAWS OF:
psitek.org inc.
BY:___________________
Secretary
