Exhibit 3.2
International Western Petroleum, Inc.
By-Laws
ARTICLE I MEETINGS OF STOCKHOLDERS
1. Stockholders meetings shall be held in the office of the Corporation, at Carson City, NV, or at such other place or places as the directors shall from time to time determine.
2. The annual meeting of the Stockholders of this Corporationshall be held at 11 A.M. on the 19th. day of February of each yearbeginning in 2015, at which time there shall be elected by the Stockholdersof the Corporation a Board of Directors for the ensuing year, and theStockholders shall transact such other business as shall properly comebefore them.
3. A notice setting out the time and place of such annual meetingshall be mailed postage prepaid to each of the Stockholders of record, athis address and as the same appears on the stock book of the company, orif no such address appears, at his last known place of business, at least ten(10) days prior to the annual meeting.
4. If a quorum is not present. at the annual meeting, theStockholders present, in person or by proxy, may adjourn to such futuretime as shall be agreed upon by them, and notice of such adjournmentshall be mailed, postage prepaid, to each Stockholder of record at least ten(10) days before such date to which the meeting was adjourned; but if a quorum is present, they may adjourn from day to day as they see fit, andno notice of such adjournment need be given.
5. Special meetings of the Stockholders may be called at any timeby the President; by all of the Directors provided there are no more thanthree, or if more than three, by any three Directors; or by the holder of amajority share of the capital stock of the Corporation. The Secretary shallsend a notice of such called meeting to each Stockholder of record at leastten (10) days before such meeting, and such notice shall state the time andplace of the meeting, and the object thereof. No business shall betransacted at a special meeting except as stated in the notice to theStockholders, unless by unanimous consent of all the Stockholderspresent, either in person or by proxy, all such stock being represented atthe meeting.
6. A majority of the stock issued and outstanding, either in personor by proxy, shall constitute a quorum for the transaction of business at anymeeting of the Stockholders.
7. Each Stockholder shall be entitled to one vote for each shareof stock in his own name on the books of the company, whetherrepresented in person or by proxy.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at allmeetings of the Stockholders so far as is practicable:
| a. | Call the roll; |
| b. | Reading, correcting, and approving of the minutes of the previous meeting; |
| c. | Reports of Officers; |
| d. | Reports of Committees; |
| e. | Election of Directors; |
| f. | Unfinished business; and |
| g. | New business. |
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board ofDirectors and shall be signed by the President and Secretary of theCorporation.
2. All certificates shall be consecutively numbered; the name ofthe person owning the shares represented thereby, with the number ofshares and the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereonshall be surrendered by cancellation and new certificates issued to thepurchaser or assignee.
ARTICLE Ill DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shallbe chosen annually by the Stockholders at their meeting to manage theaffairs of the company. The Directors' term of office shall be one year, andDirectors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death,resignation or other causes shall be filled by the remaining Director orDirectors choosing a Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1P.M., on the 19th. day of February of each year beginning in 2015 at theoffice of the company at Carson City, NV, or such other time or place asthe Board of Directors shall by resolution appoint; special meetings may becalled by the President or any Director giving ten (10) days notice to eachDirector.
Special meetings may also be called by execution of the appropriate waiverof notice and call when executed by a majority of the Directors of thecompany. A majority of the Directors shall constitute a quorum.
4. The Directors have the general management and control of thebusiness and affairs of the company and shall exercise all the powers thatmay be exercised or performed by the Corporation, under the statutes, theArticles of Incorporation, and the By-Laws. Such management will be byequal vote of each member of the Board of Directors with each boardmember having an equal vote.
5. A resolution, in writing, signed by all or a majority of themembers of the Board of Directors, shall constitute action by the Board ofDirectors to effect therein expressed, with the same force and effect asthough such resolution has been passed at a duly convened meeting; andit shall be the duty of the Secretary to record every such resolution in theMinute Book of the Corporation under its proper date.
ARTICLE IV OFFICERS
1. The officers of this company shall consist of: a President, oneor more Vice President(s), Secretary, Treasurer, Registered Agent, andsuch other officers as shall, from time to time, be elected or appointed bythe Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directorsand the Stockholders and shall have general charge and control over theaffairs of the Corporation subject to the Board of Directors. He shall sign orcountersign all certificates, contracts and other instruments of theCorporation as authorized by the Board of Directors and shall perform allsuch other duties as are incident to his office or are required by him by theBoard of Directors.
3. The VICE PRESIDENT shall exercise the functions of thePresident during the absence or disability of the President and shall havesuch powers and such duties as may be assigned to him from time to timeby the Board of Directors.
4. The SECRETARY shall issue notices for all meetings asrequired by the By-Laws, shall keep a record of the minutes of theproceedings of the meetings of the Stockholders and Directors, shall havecharge of the corporate books, and shall make such reports and performsuch other duties as are incident to his office, or properly required of him bythe Board of Directors. He shall be responsible that the corporationcomplies with Section 78.105 of the Nevada Corporation laws and suppliesto the Nevada Registered Agent or Registered Office in Nevada, andmaintain, any and all amendments or changes to the By-Laws of theCorporation. In compliance with Section 78.105, he will also supply to theNevada Registered Agent or registered Office in Nevada, and maintain, acurrent statement setting out the name of the custodian of the stock ledgeror duplicate stock ledger, and the present and complete Post Officeaddress, including street and number, if any, where such stock ledger orduplicate stock ledger specified in the section is kept.
5. The TREASURER shall have the custody of all monies andsecurities of the Corporation and shall keep regular books of account. Heshall disburse the funds of the Corporation in payment of the just demandsagainst the Corporation, or as may be ordered by the Board of Directors,making proper vouchers for such disbursements and shall render to theBoard of Directors, from time to time, as may be required of him, anaccount of all his transactions as Treasurer and of the financial condition ofthe Corporation. He shall perform all duties incident to his office or whichare properly required of him by the Board of Directors.
6. The REGISTERED AGENT shall be in charge of theCorporation's registered office in the State of Nevada, upon whom processagainst the Corporation may be served and shall perform all duties requiredof him by statute.
7. The salaries of all offices shall be fixed by the Board ofDirectors and may be changed from time to time by a majority vote of theboard.
8. Each such officer shall serve for a term of one (1) year or untiltheir successors are chosen and qualified. Officers may be re-elected orappointed for successive annual terms.
9. The Board of Directors may appoint such other officers andagents, as it shall deem necessary or expedient, who shall hold their officesfor such terms and shall exercise such powers and perform such duties asshall be determined from time to time by the Board of Directors.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
1. The Corporation shall indemnify any and all of its Directors andOfficers, and its former Directors and Officers, or any person who mayhave served at the Corporations request as a Director or Officer of anotherCorporation in which it owns shares of capital stock or of which it is acreditor, against expenses actually and necessarily incurred by them inconnection 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 havingbeen Director(s) or Officer(s) of the Corporation, or of such otherCorporation, except, in relation to matters as to which any such director orofficer or former Director or Officer or person shall be adjudged in suchaction, suit or proceeding to be liable for negligence or misconduct in theperformance of duty. Such indemnification shall not be deemed exclusiveof any other rights to which those indemnified may be entitled, under By-Law,agreement, vote of Stockholders or otherwise.
ARTICLE VI AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote ofthe Stockholders at any meeting or at any special meeting called for thatpurpose.
2. The Board of Directors may amend the By-Laws or adoptadditional By-Laws, but shall not alter or repeal any By-Law adopted by theStockholders of the company.
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| CERTIFIED TO BE THE BY-LAWS OF: | ||
| International Western Petroleum, Inc. | ||
| BY: |  | |
| Secretary | ||