AMENDEDBYLAWS OF
CAPSTONE FINANCIAL GROUP,INC.
a Nevadacorporation (formerly Creative App Solutions,Inc.)
ARTICLEI OFFICES
Section 1.PRINCIPAL OFFICES. The principal office shall be in the Cityof Irvine,CountyofOrange,StateofCalifornia.
Section2.OTHEROFFICES.Theboardofdirectorsmayatanytimeestablish branchorsubordinateofficesatanyplace or places wherethe corporation is qualified to do business.
ARTICLEII
MEETINGS OF STOCKHOLDERS
Section 1.PLACE OF MEETINGS. Meetings of stockholders shall be heldat any place within or without the State of Nevada designated by the board of directors. Inthe absence of any such designation, stockholders' meetings shall be held at the principalexecutive officeofthecorporation.
Section 2.ANNUAL MEETINGS. The annual meetings of stockholdersshall beheldatadateandtimedesignatedbytheboardofdirectors.(Atsuchmeetings,directorsshall be elected and any other proper business may be transacted by a plurality vote ofstockholders.)
Section 3.SPECIAL MEETINGS. A special meeting of the stockholders,for any purpose or purposes whatsoever, unless prescribed by statute or by the articlesof incorporation,maybecalledatanytimebythepresidentandshallbecalledbythepresidentorsecretary at the requestin writingof a majorityof the boardof directors, or at the request in writing of stockholders holding shares in theaggregateentitled to cast not less than a majority of the votes at any such meeting.
Therequestshallbeinwriting,specifyingthetimeofsuchmeeting,theplacewhere itistobeheldandthe generalnature of thebusiness proposed tobe transacted, and shallbe delivered personally or sent by registeredmail or by telegraphic or other facsimile transmissionto the chairman of the board, the president, any vice president or the secretary of the corporation. The officerreceiving such requestforthwith shall cause notice to be givento the stockholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a
meeting will be held at the time requested by the person or persons calling the meeting, notless than thirty-five (35) nor more than sixty (60) days after the receipt of the request.Ifthe noticeis notgivenwithintwenty(20)daysafterreceiptoftherequest,thepersonorpersonsrequestingthe meeting may give the notice. Nothing contained in this paragraph of this Section 3 shallbe construedas limiting,fixingor affectingthe time whena meetingofstockholders called by action oftheboard of directorsmaybeheld.
Section 4.NOTICE OF STOCKHOLDERS' MEETINGS. All noticesof meetings of stockholders shall be sent or otherwise given in accordance with Section 5ofthisArticleIInotlessthanten (10)normorethansixty(60)daysbeforethedateofthemeetingbeing noticed. The notice shall specify the place, date and hour of the meeting and (i) in the case of a specialmeetingthegeneralnatureof thebusiness tobe transacted, or (ii) in the caseof the annual meeting those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees which, at the time of the notice, management intends to present for election.
Ifaction is proposed to be taken at any meeting for approval of (i) contractsor transactionsinwhichadirectorhasadirectorindirectfinancialinterest,(ii)anamendmenttothe articles of incorporation, (iii) a reorganization of the corporation, (iv) dissolution of the corporation, or (v) a distribution to preferred stockholders, the notice shall also state the general nature of such proposal.
Section5.MANNER OF GIVING NOTICE; AFFIDAVITOFNOTICE.
Notice of any meeting of stockholders shall be given either personally or by first-class mailor telegraphic or other written communication, charges prepaid, addressed to the stockholder atthe addressofsuchstockholderappearing onthebooksofthecorporationorgivenbythestockholder to the corporation for the purpose of notice. Ifno such address appears on the corporation'sbooks orisgiven,notice shall be deemed to havebeen given if sent by mail or telegram to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where this office is located. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.Inthe event of the transfer of stock after delivery or mailing of the notice of and priortothe holding of themeeting, it shallnotbe necessary to deliver or mailnotice of themeeting to the transferee.
Ifany notice addressed to a stockholder at the address of suchstockholder appearingonthebooksofthecorporationisreturnedtothecorporationbytheUnitedStatesPostal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at such address, all future notices or reports shall be deemed to have been duly givenwithoutfurthermailingifthesame shallbeavailable tothe stockholderupon writtendemand ofthe stockholder atthe principal executiveofficeof thecorporationfor a period ofoneyear from the date of the giving ofsuch notice.
An affidavit of the mailing or other means of giving any notice of anystockholders' meeting shall be executed by the secretary, assistant secretary or any transfer agent ofthe corporation giving such notice, and shall be filed and maintained in the minute book ofthe corporation.
Business transacted at any special meeting of stockholders shall be limited tothe purposesstatedinthenotice.
Section 6.QUORUM. The presence in person or by proxy of the holdersof one-third(33%)ofthesharesissuedandoutstandingandentitledtovoteatanymeetingofstockholdersshallconstituteaquorumforthe transaction of business, except as otherwise provided by statute or the articles of incorporation. The stockholders present at a duly calledor held meeting at which a quorum is present may continueto dobusiness until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
Section7.ADJOURNED MEETING AND NOTICETHEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is present, may beadjourned from time to time by the vote of the majority of the shares represented at such meeting, eitherin person or by proxy, but in the absence of a quorum, no other business may be transacted atsuch meeting.
Whenany meetingofstockholder, either annual orspecial,isadjourned to another timeorplace,noticeneednotbegivenoftheadjournedmeetingifthetimeand placethereofare announcedat a meeting at whichtheadjournment is taken. At anyadjourned meeting the corporationmaytransact anybusinesswhich mighthavebeentransacted at theoriginalmeeting.
Section 8.VOTING. Unless a record date set for voting purposes be fixedas providedinSection1ofArticleVIIof thesebylaws,onlypersonsinwhosenamessharesentitledtovotestandon thestock records of the corporationat theclose ofbusinesson the business day next preceding theday on which notice isgiven (or, if noticeis waived, at the closeof business on thebusiness daynext preceding thedayon which themeeting is held) shall be entitled to vote at such meeting. Any stockholder entitled tovoteon any matter other than elections of directors or officers,may vote partof theshares in favor of the proposal and refrain from voting the remaining shares orvotethem against the proposal, but, if the stockholder fails to specifythe number of sharessuchstockholder is voting affirmatively, it will be conclusively presumed that the stockholder's approving vote iswith respect to all shares such stockholder is entitled tovote.Such vote may be by voice vote or by ballot; provided, however, that all elections for directors must be by ballot upon demand by a stockholder at any election and before the voting begins.
When a quorum is present or represented at any meeting, the vote of the holdersof amajorityofthestockhavingvotingpowerpresentinpersonorrepresentedbyproxyshalldecideany question broughtbeforesuch meeting, unless the question is one upon which by express provision of the statutesorof thearticles ofincorporationa differentvote is requiredin which case such express provision shall govern and control the decision of such question. Every stockholder
of record of the corporation shall be entitled at each meeting of stockholders to one vote foreach share of stock standing in his name on the books of thecorporation.
Section9.WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions at any meeting of stockholders, either annual orspecial, howevercalledandnoticed,andwhereverheld,shallbeasvalidasthoughhadata meetingduly held after regular call and notice, if a quorum be present either in person or by proxy,and if, either before orafter themeeting,each person entitled to vote, not present in personorby proxy,signs a writtenwaiver of notice or a consent to a holding ofthe meeting, or anapproval of theminutes thereof. The waiver ofnoticeor consent neednot specifyeither the businessto be transacted or the purpose of any regular or special meetingofstockholders, exceptthat if action is taken or proposedto betaken for approval of any ofthose matters specifiedin the second paragraph of Section 4ofthis Article II,the waiver ofnotice orconsentshall state the general nature of such proposal.All such waivers,consentsorapprovalsshallbefiled with thecorporate records or made
apartoftheminutesofthemeeting.
Attendance of a person at a meeting shall also constitute a waiver of notice ofsuch meeting, except when the person objects, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened, and except that attendance ata meetingisnotawaiverofanyrighttoobjecttotheconsiderationofmatters notincludedin the notice if such objection is expressly made at the meeting.
Section 10..STOCKHOLDER ACTION BY WRITTEN CONSENT
WITHOUT A MEETING. Any action which may be taken at any annual or specialmeetingof stockholders may be taken without a meeting and without prior notice, if a consent inwriting,settingforththeactionsotaken,issignedbythe holdersofoutstandingshareshavingnotless than the minimum number of votes that would be necessary to authorize or take such action ata meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any stockholder giving awritten consent, or the stockholder's proxy holders, or a transferee of the shares ofa personalrepresentative of the stockholder of their respective proxy holders,may revoke the consent by awriting receivedby thesecretary ofthe corporation prior to thetime that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.
Section11..PROXIES.Everyperson entitledtovotefordirectorsoronany othermattershallhavetheright to do so either in personor by one or moreagents authorized a written proxy signedby the person and filed withthe secretary of thecorporation. A proxyshall be deemed signed if the stockholder's nameis placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney in fact. A validlyexecutedproxy which does not statethat itisirrevocableshall continuein full force and effect unless revoked by thepersonexecuting it, prior to thevote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revokedor bya subsequentproxy executedby, orattendance at the meeting and voting in personby the person executing the proxy; provided, however,that no suchproxy shallbe valid after the expiration of six(6) monthsfrom the date ofsuch proxy,unless coupled with an interest, orunless the person executingitspecifies
thereinthelengthoftimeforwhichitistocontinueinforce,whichinnocaseshallexceedseven(7}years from thedate of its execution. Subjecttotheabove and the provisions ofSection78.355 of the NevadaGeneral Corporation Law,any proxy duly executedis notrevoked andcontinuesin fullforceandeffectuntil an instrument revoking itoradulyexecuted proxy bearing alater date is filed with the secretary of the corporation.
Section 12.INSPECTORS OF ELECTION. Before anymeetingofstockholders,theboardofdirectorsmayappointanypersonsotherthannomineesforofficeto actas inspectors ofelection at the meeting or its adjournment. Ifnoinspectors ofelection areappointed,the chairman ofthe meeting may,and onthe request of any stockholder orhis proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). Ifinspectors are appointed at a meeting on the request of one or morestockholders or proxies, the holders ofa majority of shares or their proxiespresent at themeeting shall determine whether one (1)orthree(3) inspectorsareto be appointed. Ifanyperson appointed as inspector fails to appear orfailsor refuses to act, thevacancy maybe filled by appointment bythe board of directors before the meeting, or by the chairman at the meeting.
The duties of these inspectors shall be asfollows:
(a) Determine the number of shares outstanding and the votingpower ofeach,thesharesrepresentedatthemeeting,theexistenceofaquorum,andtheauthenticity,validity, and effect of proxies;
| (b) | Receive votes, ballots, orconsents; |
(c) Hear and determine all challenges and questions in any wayarising in connection with the right tovote;
| (d) | Count and tabulate all votes orconsents; |
| (e) | Determine the election result;and |
(f)Doanyotheractsthatmaybepropertoconducttheelectionorvote with fairness to allstockholders.
ARTICLEIII DIRECTORS
Section 1.POWERS. Subject to the provisions of the NevadaGeneral CorporationLawandanylimitationsinthearticlesofincorporationandthesebylawsrelatingtoaction requiredto be approved by thestockholdersor by the outstanding shares, the businessand affairs of thecorporation shall be managedand all corporate powersshallbe exercised by or underthe direction of the board of directors.
Withoutprejudicetosuchgeneralpowers,butsubjecttothesamelimitations,itis herebyexpresslydeclaredthatthedirectorsshallhavethepowerand authorityto:
(a) Select and remove all officers, agents, and employees ofthe corporation,prescribesuchpowersanddutiesforthemasmaynotbeinconsistentwithlaw,withthe articles of incorporation or these bylaws, fix their compensation, and require from them security for faithfulservice.
(b) Change the principal executive office or the principalbusiness officefromonelocationtoanother;causethecorporationtobequalifiedtodobusinessinanyotherstate,territory, dependency, or foreign countryandconductbusinesswithinor without theState; designate any place within or without the State for the holding of any stockholders' meeting, or meetings, includingannualmeetings; adopt,makeand useacorporateseal, andprescribetheforms of certificatesof stock, and alter the formof such seal andof such certificatesfrom time to time as in their judgment they may deembest, providedthatsuch formsshall atall times complywith the provisions of law.
(c) Authorize the issuance of shares of stock of the corporationfrom time to time, upon such terms as may be lawful, in consideration of money paid, labor doneor servicesactuallyrendered,debtsorsecuritiescancelled,tangibleorintangiblepropertyactuallyreceived.
(d) Borrowmoneyand incur indebtedness for the purpose ofthe corporation,andcausetobeexecutedanddeliveredtherefor,inthecorporatename,promissorynotes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or otherevidences of debt and securitiestherefor.
Section 2.NUMBER OF DIRECTORS. The authorized numberofdirectorsshallbenofewerthanone(1)normorethanseven(7).Theexactnumberofauthorizeddirectors shall be set by resolution of the board of directors, within the limits specified above. Themaximum or minimum number of directors cannot be changed, nor can a fixed number besubstituted for the maximum and minimum numbers, except by a duly adopted amendment to this bylaw duly approved by a majority of the outstanding shares entitled tovote.
Section3.QUALIFICATION, ELECTION AND TERM OFOFFICE
OF DIRECTORS.Directorsshallbeelectedateachannualmeetingofthestockholderstoholdoffice until the next annual meeting, but if any such annual meeting is not held or the directors arenot electedatanyannualmeeting,thedirectorsmaybeelectedatanyspecialmeeting of stockholders heldfor that purpose, or at thenextannualmeetingofstockholders held thereafter. Eachdirector, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws. Directorsneednotbestockholders.
Section4.RESIGNATION AND REMOVAL OFDIRECTORS. Any
director may resign effective upon giving written notice to the chairman of the board, thepresident,
the secretary or the board of directors of the corporation, unless the notice specifies a later timefor theeffectivenessofsuchresignation,inwhichcasesuchresignationshallbeeffectiveatthetimespecified. Unless such resignation specifies otherwise, its acceptance bythe corporation shall not be necessary to make it effective.The board of directors may declarevacant the office of a directorwho has been declared of unsound mind by an order of a court or convicted of a felony. Any or all of the directors may be removed withoutcauseof such removal is approved bytheaffirmative vote of a majorityof the outstanding shares entitledto vote.Noreduction of the authorized number of directors shall have the effect of removing any director before his term of office expires.
Section 5.VACANCIES. Vacancies in the board of directors, may befilled byamajorityoftheremainingdirectors,thoughlessthanaquorum,orbyasoleremainingdirector. Each director so elected shall hold office until the next annual meeting of the stockholders and until asuccessorhasbeenelected and qualified.
Avacancyintheboardofdirectorsexistsastoanyauthorizedpositionofdirectors whichisnotthenfilled by a dulyelected director, whether causedbydeath,resignation,removal, increase in the authorized number of directors or otherwise.
Thestockholdersmayelectadirectorordirectorsatanytimetofillanyvacancyor vacanciesnotfilled by the directors, but any such election bywritten consent shall require the consent ofamajority of the outstanding sharesentitledtovote. If theresignation ofadirectoris effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.
Ifafter the filling of any vacancy by the directors, the directors then in officewho have been elected by the stockholders shall constitute less than a majority of the directors thenin office,anyholderorholdersofanaggregateoffivepercentormoreofthetotalnumberofsharesat the timeoutstanding havingthe rightto voteforsuchdirectors may calla special meetingof the stockholders to electthe entire board. The term of office of any director not elected by thestockholders shall terminate upon the election of a successor.
Section 6.PLACE OF MEETINGS. Regular meetings of theboardof directors shall be held at any place within or without the State of Nevada that has beendesignatedfromtimetotimebyresolutionoftheboard.Intheabsenceofsuchdesignation,regular meetings shall be held at the principal executive office of the corporation. Special meetings ofthe board shall be held at any place within orwithoutthe State ofNevada thathas been designatedinthe noticeofthe meeting or,if not statedin the noticeor there isnot notice,at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directorsparticipating in such meeting can hearoneanother,andall such directors shallbe deemed to bepresent inperson at suchmeeting.
Section 7.ANNUAL MEETINGS. Immediately followingeachannual meeting of stockholders, the board of directors shall hold a regular meeting for thepurpose of transaction of other business. Notice of this meeting shall not berequired.
Section 8.OTHER REGULAR MEETINGS. Other regular meetingsoftheboardofdirectorsshallbeheldwithoutcallatsuchtimeasshallfromtimetotimebefixedby theboardofdirectors.Such regular meetings may be held without notice,provided the noticeofany change in the time of any such meetings shall be given to all of the directors. Notice of a change in the detem1ination of the time shall be given to each director in the same manner asnotice for specialmeetings of the board ofdirectors.
Section 9.SPECIAL MEETINGS. Special meetings of the board ofdirectors foranypurposeorpurposesmaybecalledatanytime bythechairmanoftheboardorthepresidentor any vice president or the secretary or any twodirectors.
Noticeofthetimeandplaceofspecialmeetingsshallbedeliveredpersonallyorby telephone to each director or sent by first-class mail or facsimile, charges prepaid, addressedto eachdirectorathis orheraddressas it is shown upon the records of thecorporation. Incasesuch notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time oftheholding ofthemeeting. Incasesuch notice is deliveredpersonally, or bytelephone or facsimile, it shall be delivered personally or by telephone or facsimile at least forty-eight(48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the director or to a person at the office of the director who the persongiving the notice has reason to believewill promptlycommunicate it to the director. The notice need notspecifythepurpose of themeetingnorthe placeif themeetingistobe heldat the principal executive office of thecorporation.
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Section 10.QUORUM. A majority of the authorized number of directorsshall constitute aquorumforthetransactionofbusiness,excepttoadjournashereinafterprovided.Everyactor decision done ormade by a majorityof the directors presentat a meeting duly held at which a quorumis present shallberegarded as the actof the board of directors, subject to the provisions of Section 78.140 of the Nevada General Corporation Law(approval ofcontracts or transactionsin whichadirector hasa direct orindirect material financial interest),Section78.125 (appointment ofcommittees),and Section78.751 (indemnification ofdirectors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for suchmeeting.
Section 11.WAIVER OF NOTICE. The transactions of any meetingoftheboardofdirectors,howevercalledand noticedorwhereverheld,shallbeasvalidasthough had at a meeting duly held afterregular call and notice ifa quorum be presentandif, either before or after themeeting,eachof the directors not presentsigns a written waiverof notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice of consent need notspecify the purposeof the meeting. Allsuch waivers,consents and approvalsshall be filed with the corporate records or made a part of the minutes of the meeting. Notice of ameeting shall also be deemed givento any director who attends themeeting without protesting, prior thereto or at its commencement, the lack of notice to such director.
Section 12.ADJOURNMENT. A majority of the directors present, whetheror notconstitutinga quorum,mayadjournanymeetingtoanothertimeandplace.
Section 13.NOTICE OF ADJOURNMENT. Notice of the time andplaceof holding an adjourned meeting need not be given, unless the meeting is adjourned formorethantwenty-four(24)hours,inwhichcasenoticeofsuchtimeandplaceshallbegivenpriortothetime of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present atthe time of theadjournment.
Section 14.ACTION WITHOUT MEETING. Any action required orpermitted tobetakenbytheboardofdirectorsmaybetakenwithoutameeting,ifallmembersoftheboardshallindividually or collectively consentin writing to such action.Suchaction by written consent shall have the same force and effect asa unanimousvoteof theboard ofdirectors.Such writtenconsent or consents shall be filed with the minutes of the proceedings of the board.
Section 15.FEES AND COMPENSATION OF DIRECTORS.Directorsandmembersofcommitteesmayreceivesuchcompensation,ifany, fortheirservices, andsuch reimbursement of expenses, as may be fixed or determined by resolution of the board ofdirectors.Nothinghereincontained shall be construed to preclude any director fromservingthe corporation inany other capacityas an officer,agent,employee, or otherwise, and receiving compensation for suchservices. Members ofspecial orstanding committeesmaybeallowed like compensation for attending committee meetings.
COMMITTEES
Section1.COMMITTEES OF DIRECTORS. The board of directorsmay,by resolution adopted by a majority of the authorized number of directors, designate oneormore committees, each consisting of one or more directors, to serve at the pleasure of theboard.The board may designate one or more directors as alternate members of any committees,whomay replace any absent member at any meeting of the committee. Any such committee, totheextentprovidedintheresolutionoftheboard,shall have all the authority of the board, except withregard to:
(a) the approval of any action which, under the Nevada General Corporation Law, also requires stockholders' approval or approval of the outstanding shares;
(b) the filing of vacancies on the board of directors or in any committees;
(c) the fixing of compensation of the directors for serving on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the board ofdirectors which by its express terms is not so amendable orrepealable;
(f) a distribution to the stockholders of the corporation, except at arate or in a periodic amount or within a price range determined by the board of directors;or
(g) the appointment of any other committees of the board of directors or the members thereof.
Section 2.MEETINGS AND ACTION BY COMMITTEES.Meetingsand action of committees shall be governed by, and held and taken in accordance with, theprovisions of Article III, Sections 6 (place of meetings), 8 (regular meetings), 9 (special meetingsand notice), 10 (quorum), 11 (waiver of notice), 12 (adjournment), 13 (notice ofadjournment)and14(actionwithoutmeeting),withsuchchangesinthecontextofthosebylawsas arenecessaryto substitute thecommitteeandits members for the board of directors and its members, except that the time or regular meetings of committees may be determined by resolutions of the board ofdirectors and noticeof special meetingsof committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. The committees shall keep regular minutes of their proceedingsand report the same to the board whenrequired.
OFFICERS
Section1.OFFICERS. The officers of the corporation shall be a president,a secretary and a treasurer. The corporation may also have, at the discretion of the board ofdirectors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, oneor more assistant treasurers, and such other officers as may be appointed in accordance withthe provisions of Section 3 of this Article V. Any two or more offices may be held by the sameperson.
Section 2.ELECTION OF OFFICERS. The officers of the corporation,except suchofficersasmaybeappointedinaccordancewiththeprovisionsofSection3orSection5ofthisArticleV,shallbechosenbythe boardof directors, andeachshall serve at the pleasure of theboard, subjecttotherights, if any,ofan officerunder any contract of employment. Theboard of directors at itsfirstmeeting after eachannualmeeting ofstockholders shallchoose a president, avice president, a secretary and a treasurer, none of whom need be a member of the board. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 3.SUBORDINATE OFFICERS, ETC. The board ofdirectorsmay appoint, and may empower the president to appoint, such other officers as thebusinessof the corporation may require, each of whom shall hold office for such period, have suchauthority and perform such duties as are provided in the bylaws or as the board ofdirectorsmay from time to timedetermine.
Section 4.REMOVAL AND RESIGNATION OF OFFICERS.Theofficers of the corporation shall hold office until their successors are chosen andqualify.Subjecttotherights,ifany,ofanofficerunderanycontractofemployment,anyofficermay be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power or removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the corporation.Any suchresignationshalltakeeffectatthedateofthereceiptofsuchnoticeoratanylatertimespecifiedtherein;and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer isa party.
Section 5.VACANCIES IN OFFICES. A vacancy inany officebecauseof death, resignation, removal, disqualification or any other cause shall be filled in themanner prescribed in these bylaws for regular appointments to suchoffice.
Section 6.CHAIRMAN OF THE BOARD. The chairman of the board; ifsuch anofficerbeelected,shall,ifpresent,presideatallmeetingsoftheboardofdirectors and exercise andperform such other powers and duties asmay be fromtime to time assigned to him by the boardof directors orprescribed bythebylaws. Ifthere isno president, the chairman ofthe board shall in addition be the chief executive officer of the corporation and shall have the powers and
dutiesprescribedinSection7ofthisArticle V.
Section 7.PRESIDENT. Subject to such supervisory powers, if any, asmay begivenbytheboardofdirectorstothechairmanoftheboard,iftherebesuchanofficer,thepresident shall be the chief executiveofficer of the corporation and shall,subject to the control ofthe board of directors, have general supervision, direction and control ofthebusiness and the officers of the corporation.He shall preside at all meetings of the stockholdersand, in the absence of the chairman of the board,of if there be none, at all meetingsof the board ofdirectors. He shall have the generalpowers and duties of management usuallyvestedinthe officeof presidentof a corporation, and shall have suchotherpowers and duties asmay be prescribedbythe board ofdirectors or thebylaws.He shall executebonds,mortgagesand other contractsrequiring a seal,under the seal of thecorporation,except whererequired or permitted by law to be otherwise signed and executed and except where thesigning and executionthereof shall beexpressly delegated by the board of directors to some other officer or agent of the corporation.
Section 8.VICE PRESIDENTS. In the absence or disability of thepresident, the vicepresidents,ifany,in orderoftheirrankasfixedbytheboardof directorsor,ifnotranked,avicepresidentdesignated by the board of directors, shall performall thedutiesofthe president, and when so acting shall have all the powers of, and be subject to all the restrictions upon,the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the bylaws,the president or the chairman of the board.
Section 9.SECRETARY. The secretary shall attend all meetings of theboard ofdirectorsandallmeetingsofthestockholdersandshallrecord,keeporcausetobekept,at the principal executiveoffice or such other placeas the board of directors may order, a bookof minutes ofall meetings of directors, committees ofdirectors andstockholders, with thetime and placeof holding,whether regular or special, and,if special, howauthorized, thenotice thereof given, the names of those present at directors' and committee meetings, the number of shares presentor represented at stockholders' meetings, and the proceedings thereof.
Thesecretaryshallkeep,orcause tobekept,attheprincipalexecutiveofficeorat theofficeofthecorporation'stransferagent orregistrar, asdeterminedby resolutionofthe board of directors, a share register, or a duplicate share register, showing thenames of allstockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the numberand date of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings ofstockholders andof theboardofdirectorsrequiredbythebylawsorbylawtobegiven,andheshallkeepthesealofthe corporationinsafecustody,as may beprescribedbytheboard ofdirectors orbythebylaws.
Section 10.TREASURER. The treasurer shall keep and maintain, or causeto bekeptandmaintained,adequateandcorrectbooksandrecordsofaccountsoftheproperties and b11si11ess tr8.llsac:tio11s of thecorporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by anydirector.
The treasurer shall deposit all moneys and other valuables in the name and tothe creditofthecorporationwithsuchdepositoriesasmaybedesignatedbytheboardofdirectors.Heshalldisbursethefunds of thecorporationas maybeordered by the boardof directors,shall render to the president and directors, whenever they request it, an accountof all of his transactions astreasurer and ofthefinancial condition ofthecorporation, andshall have otherpowers and perform such other duties as may be prescribed by the board of directors or the bylaws.
Ifrequired by the board of directors, the treasurer shall give the corporation abond insuchsumandwithsuchsuretyorsuretiesasshallbesatisfactorytotheboardofdirectorsforthe faithful performance of the duties of his office and for the restoration to the corporation,in caseofhisdeath,resignation, retirement orremoval from office, ofall books,papers,vouchers, money and other property of whatever kind in his possessionor under hiscontrolbelonging to thecorporation.
ARTICLEVI
INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES,
AND OTHERAGENTS
Section 1.ACTIONS OTHER THAN BY THE CORPORATION. Thecorporationmayindemnifyanypersonwho wasorisapartyoristhreatenedtobemadeapartytoany threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrativeor investigative, exceptanaction byorintherightof the corporation, by reasonof thefactthatheis or wasadirector,officer, employee oragent ofthecorporation, or isor was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,jointventure, trustor otherenterprise, against expenses,includingattorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in amanner which he reasonably believed to be in or not opposed to the best interests of thecorporation, and, with respect to any criminal action or proceeding, has no reasonable causeto believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, orupona plea of nolo contendere orits equivalent, does not,of itself,create a presumptionthatthe persondid not actin goodfaith and in amannerwhich hereasonablybelievedtobe in or not opposedto the best interests of thecorporation, andthat, with respectto any criminal action or proceeding,he had reasonablecause to believe thathis conduct was unlawful.
Section 2.ACTIONS BY THE CORPORATION. Thecorporationmayindemnifyanypersonwho wasorisapartyoristhreatenedtobemade a party toany threatened,pending or completed action or suitby orin theright of the corporationtoprocurea judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees,actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to bein or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court inwhich the action or suit was brought or other court of competent jurisdiction determines upon application thatinview of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 3.SUCCESSFUL DEFENSE. To the extent that adirector,officer,employeeoragentofthecorporationhasbeensuccessful onthemeritsorotherwiseindefense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense ofany claim, issue or matter therein, he must be indemnified by the corporation against expenses, includingattorneys' fees, actually and reasonablyincurredby him in connection with the defense.
Section 4.REQUIRED APPROVAL. Any indemnification under Sections1 and 2, unless ordered by a court or advanced pursuant to Section 5, must be made bythe corporation only as authorized in the specific case upon a determination that indemnificationof thedirector,officer,employeeoragentisproperinthecircumstances.Thedeterminationmustbe made:
(a) By thestockholders;
(b) By the board of directors by majority vote of a quorumconsisting of directors who were not parties to the act, suit orproceeding;
(c) Ifamajority vote of a quorum consisting of directors who werenot parties to the act, suit or proceeding so orders, by independent legal counsel in a writtenopinion; or
(d) Ifa quorum consisting of directors who were not parties to theact, suit or proceeding cannot be obtained, by independent legal counsel in a writtenopinion.
Section 5.ADVANCE OF EXPENSES. The articles ofincorporation,the bylaws or an agreement made by the corporation may provide that the expenses ofofficersand directors incurred in defending a civil or criminal action, suit or proceeding must be paidbythe corporation as they are incurred and in advance of the final disposition of theaction,suit or proceeding upon receipt of an undertaking by or on behalf of the director or officertorepaytheamount ifitisultimatelydeterminedby acourt of competent jurisdiction that he isnotentitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
Section 6.OTHER RIGHTS. The indemnification andadvancementofexpensesauthorizedinororderedbyacourtpursuanttothisArticleVI:
(a) Does not exclude any other rights to which a personseeking indemnificationoradvancement ofexpensesmaybeentitledunderthearticlesofincorporationor any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for eitheran actioninhisofficial capacity oranactioninanothercapacitywhile holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 or for the advancement of expenses made pursuantto Section 5, maynotbemadeto or onbehalf of any director orofficerif a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,officer, employeeoragentandinurestothebenefitoftheheirs,executorsandadministratorsofsucha person.
Section 7.INSURANCE. The corporation may purchase andmaintain insuranceonbehalfofanypersonwhoisorwasadirector,officer,employeeoragentofthe corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VI.
Section 8.RELIANCE ON PROVISIONS. Each person who shall actasan authorized representative of the corporation shall be deemed to be doing so in relianceupontherightsofindemnificationprovidedbythisArticle.
Section 9.SEVERABILITY.Ifany of the provisions of this Article areheld to be invalid or unenforceable, this Article shall be construed as if it did not contain suchinvalid or unenforceable provision and the remaining provisions of this Article shall remain in fullforce andeffect.
Section 10.RETROACTIVE EFFECT. To the extent permittedbyapplicable law, the rights and powers granted pursuant to this Article VI shall apply toactsandactionsoccurringorinprogresspriortoitsadoptionbytheboard ofdirectors.
ARTICLE VII
RECORDS ANDBOOKS
Section 1.MAINTENANCE OF SHARE REGISTER. Thecorporationshall keep at its principal executive office, or at the office of its transfer agent or registrar,ifeither be appointed and as determined by resolution of the board of directors, a record ofitsstockholders, giving the names and addresses of all stockholders and the number and classofshares held by eachstockholder,
Section 2.MAINTENANCE OF BYLAWS. The corporation shall keepatitsprincipalexecutiveoffice,orifitsprincipalexecutiveofficeisnotinthisStateatitsprincipal business office in this State, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the stockholders at all reasonable times during office hours.Ifthe principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, the secretary shall, uponthe written request of any stockholder, furnish to such stockholder a copy of the bylaws as amended to date.
Section3.MAINTENANCE OF OTHER CORPORATERECORDS. The
accounting books and records and minutes of proceedings of the stockholders and the boardof directorsandanycommitteeorcommitteesoftheboardofdirectorsshallbekept atsuchplace or placesdesignatedbytheboardofdirectors, or,inthe absence ofsuchdesignation, at theprincipal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shallbe kept either in written form or in any other form capable of being converted into written form.
Every director shall have the absolute right at any reasonable time to inspectand copyallbooks,recordsanddocumentsofeverykindandtoinspectthephysicalpropertiesofthis corporation and any subsidiary of this corporation. Such inspection by a director may be madein person or by agent or attorney and the right ofinspection includes the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.
Section 4.ANNUAL REPORT TO STOCKHOLDERS. Nothing hereinshall beinterpretedasprohibitingtheboardofdirectorsfromissuingannualorotherperiodicreportstothe stockholders of the corporation as they deem appropriate.
Section 5.FINANCIAL STATEMENTS. A copy of anyannualfinancial statement and any income statement of the corporation for each quarterly period ofeachfiscalyear,andanyaccompanyingbalancesheetofthecorporationasoftheendofeachsuch period, that has been prepared by the corporation shall be kept on file in the principalexecutive office of the corporation for twelve (12) months.
Section6.ANNUAL LIST OF DIRECTORS, OFFICERS ANDRESIDENT
AGENT.Thecorporationshall,onorbeforeApril1stofeachyear,filewiththeSecretaryofState ofthe Stateof Nevada, on theprescribed form,a list ofitsofficers anddirectors anda designation ofitsresident agent in Nevada.
ARTICLEVIII
GENERAL CORPORATEMATTERS
Section1.RECORDDATE.Forpurposesofdeterminingthestockholders entitled to notice of any meeting or to vote or entitled toreceive paymentofany dividend or other distribution orallotmentofanyrightsorentitledtoexercise anyrights in respect of any other
lawful action, the board of directors may fix, in advance, a record date, which shall not bemore thansixty(60)daysnorlessthanten(10)dayspriortothedateofanysuchmeetingnormorethansixty (60) daysprior to any other action, andin such case only stockholders of record onthe date so fixed are entitled to notice andto vote or to receive the dividend, distribution or allotment of rights orto exercise the rights, as the case may be, notwithstanding any transfer ofany shares on the books ofthecorporation after therecord datefixed as aforesaid, except asotherwise provided in the Nevada General Corporation Law.
Ifthe board of directors does not so fix a recorddate:
(a) The record date for determining stockholders entitled to notice ofor tovoteatameetingofstockholdersshallbeatthecloseofbusinessonthedaynextprecedingthe day on which notice is given or,if notice is waived, at the close of business on thebusiness day next preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled togive consenttocorporateactioninwritingwithoutameeting,whennoprioractionbytheboardhas been taken, shall be the day on which the first written consent is given.
(c) The record date for determining stockholders for any otherpurpose shall be at the close of business on the day on which the board adopts the resolution relating thereto,or the sixtieth (60th) day prior to the date of such other action, whichever islater.
Section 2.CLOSING OF TRANSFER BOOKS. The directors mayprescribe aperiodnotexceedingsixty(60)dayspriortoanymeetingofthestockholdersduringwhichnotransfer ofstockon thebooks of the corporation maybe made, or may fix a date not morethan sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitledto noticeor to voteat such meeting.
Section 3.REGISTERED STOCKHOLDERS. The corporationshallbeentitledtorecognizetheexclusiverightofapersonregisteredonitsbooksasthe ownerof shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
Section4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other evidences ofindebtedness, issuedinthenameoforpayabletothecorporation,shallbesignedorendorsedbysuch person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.
Section 5. CORPORATE CONTRACTS AND INSTRUMENTS;HOW
EXECUTED. The board of directors, except as in the bylaws otherwise provided, mayauthorize anyofficerorofficers,agentoragents,toenterintoanycontractorexecuteanyinstrumentinthename of and on behalf of the corporation, and such authority may be general or confined tospecific instances;and,unlessso authorizedor ratified by the boardof directorsor within the agency power or authority to bind the corporation by any contract or engagement orto pledge its credit ortorender it liable for any purpose or to anyamount.
Section6.STOCK CERTIFICATES. A certificate or certificates for sharesof thecapitalstockofthecorporationshallbeissuedtoeachstockholderwhenanysuchsharesarefully paid,and the board of directors may authorize the issuanceof certificatesorshares as partly paid providedthat suchcertificatesshallstate theamountof theconsiderationtobe paid therefor and theamount paid thereon.All certificatesshall be signed in the name of the corporation by the president or vice president andbythe treasurer oran assistant treasurer orthe secretary or any assistantsecretary,certifyingthe number of sharesand theclass or seriesof shares owned by the stockholder. Whenthecorporation isauthorizedtoissuesharesof morethanoneclass or more thanoneseries ofany class, thereshall be set forthupon theface or backof thecertificate,or the certificate shall have a statementthat thecorporation willfurnish to any stockholders upon request andwithout charge, a fullor summary statement ofthe designations, preferences andrelatives, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate mustset forth in full or summarize therights of the holdersof such stock.Any or all of the signatures on thecertificatemay be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature hasbeen
placed upon a certificate shall have ceased to be such officer, transfer agent or registrarbefore suchcertificateisissued,itmaybeissuedbythecorporationwiththesameeffectas ifsuchpersonwere an officer, transfer agent or registrar at the date ofissue.
No new certificate for shares shall be issued in place of any certificatetheretofore issuedunlessthelatterissurrenderedandcanceledatthesametime;provided,however,thatanewcertificate may be issued withoutthe surrenderand cancellation of theold certificate if the certificatetheretofore issued is alleged to have beenlost, stolen or destroyed.In case of any such allegedly lost, stolen or destroyedcertificate,the corporation may require the owner thereof or the legal representative of suchownerto give the corporation a bond (or otheradequate security) sufficient to indemnify it againstany claim that may be made against it (includingany expense or liability)on account of the alleged loss, theft or destructionof anysuch certificateor the issuance of such newcertificate.
Section7.DIVIDENDS. Dividends upon the capital stock of thecorporation, subject to the provisions of the articles of incorporation, if any, may be declared by the boardof directors at any regular or special meeting pursuant to law. Dividends may be paid in cash,in property, or in shares of the capital stock, subject to the provisions of the articles ofincorporation.
Beforepaymentofanydividend,theremaybesetasideoutofanyfundsofthe corporationavailablefordividendssuchsumorsumsasthedirectorsfrom time to time, in their absolute discretion, think properas a reserveor reservesto meet contingencies, orforequalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose asthedirectors shallthink conducive tothe interest ofthe corporation, and the directors may modifyor abolish anysuch reserves in the mannerin which it was created.
Section 8.FISCAL YEAR. The fiscal year of the corporation shall be fixedby resolution of the board ofdirectors.
Section 9.SEAL. The corporate seal shall have inscribed thereon the nameof the corporation, the year of its incorporation and the words "Corporate Seal,Nevada."
Section10. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The chairman of the board, the president, or any vice president, or anyother personauthorizedbyresolutionoftheboardofdirectorsbyanyoftheforegoingdesignatedofficers, is authorized to vote on behalf of the corporation any and all shares of anyother corporation or corporations, foreign or domestic, standing in the name of the corporation.The authority herein granted to said officers to vote or represent on behalf of the corporation anyand allshares held by the corporationin any other corporationorcorporations may be exercised byany such officer in person or by any person authorized to do so by proxy duly executed by said officer.
Section11. CONTROL SHARE ACQUISITION EXEMPTION. The
corporation elects not to be governed by the provisions of NRS §78.378 to NRS§78.3793 inclusive,generallyknownasthe"ControlShareAcquisitionStatute"undertheNevadaBusiness CorporationLaw,whichcontainsaprovision governing"AcquisitionofControllingInterest."
Section12.COMBINATIONS WITH INTERESTED STOCKHOLDERS.The
corporation elects not to be governed by the provisions of NRS §78.411 through NRS§78.444, inclusive,oftheNevadaBusinessCorporationLaw.
Section 13.CONSTRUCTION AND DEFINITIONS. Unlessthecontext requires otherwise, the general provisions, rules of construction, and definitions in theNevada General Corporation Law shall govern the construction of the bylaws.Withoutlimitingthegeneralityoftheforegoing,thesingularnumberincludestheplural,theplural number includesthesingular,and the term "person" includesboth acorporationanda natural person.
ARTICLEIX AMENDMENTS
Section 1.AMENDMENTS.These bylaws or any of them may be alteredor repealed,andnewbylawsmaybeadopted,bythestockholdersbyavoteatameetingorbywritten consent without a meeting. The board of directors shall also have the power, by a majorityvote of the Whole Board, to alter or repeal any of these bylaws, and to adopt new bylaws, except as otherwiseprovided bylaworby thearticles ofincorporation.
[BALANCEOFPAGEINTENTIONALLYLEFTBLANK]
CERTIFICATE OF SECRETARY
I,theundersigned, doherebycertify:
1. That I am the duly elected and acting secretary ofCAPSTONE FINANCIAL GROUP, INC., a Nevada corporation;and
2. That the foregoing Bylaws, comprising nineteen (19) pages, constitutethe Bylaws of said corporation as duly adopted and approved by the board of directors ofsaid corporationby aUnanimousWrittenConsentdatedasofAugust26,2014,anddulyadoptedand approvedbythestockholderofsaidcorporation at theAnnualMeeting heldon August23,2013.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixedthe seal of said corporation this26thday of August,2013.
_________________________________
�� Ryan Faught, Secretary
