BY-LAWSOF
Australian Formulated Corporation (aNevada corporation)
ARTICLEI
CERTIFICATES OFSTOCK
Section 1.Certificates Representing Stock.(a) Certificates representing stock inthe corporation shall besigned by, or in thename of, thecorporation bythe Chairman orVice-Chairman ofthe Board ofDirectors, if any, or by thePresidentoraVice-President and by theTreasureror anAssistant Treasurer orthe Secretary or anAssistant Secretary of thecorporation.Any or allthe signatures on any suchcertificatemaybe afacsimile. In case anyofficer, transfer agent, orregistrar who hassigned orwhose facsimile signature hasbeen placed upon acertificate shallhave ceased tobe suchofficer, transfer agent, orregistrar before suchcertificate isissued, itmaybeissued by thecorporation with the same effect as if hewere suchofficer, transfer agent,orregistrar at thedate ofissue.
(b) Whenever thecorporation shall beauthorized toissue more than oneclassofstock ormore thanone seriesof anyclassofstock, andwhenever the corporation shall issue anysharesofits stock aspartly paid stock, the certificates representing sharesof any suchclass orseries orof any suchpartly paidstock shall set forth thereon the statements prescribed bythe Nevada Revised Statutes. Anyrestrictions on thetransfer orregistrationoftransferofanyshares ofstock of anyclass or series shall benoted conspicuously on thecertificate representing suchshares.
(c) Thecorporationmayissue a newcertificate of stock oruncertificated shares inplace of anycertificate theretofore issued by it,alleged tohave beenlost, stolen ordestroyed, and theBoard ofDirectorsmayrequire the owner ofthe lost, stolen ordestroyed certificate, or his legal representative, togive theCorporation abond sufficient toindemnify thecorporation against anyclaim thatmaybemade againstit onaccount ofthe alleged loss, theft ordestruction of any suchcertificate or the issuance of any such newcertificate oruncertificated shares.
Section 2.Uncertificated Shares.Subject to anyconditions imposed by theNevadaRevised Statutes, the Board ofDirectors ofthe corporationmayprovide byresolutionorresolutions that some orall ofany orall classesorseriesofthe stock of thecorporation shall beuncertificated shares. Within areasonable time after theissuanceortransferof anyuncertificated shares, thecorporation shall send tothe registered owner thereof any written notice prescribed by theNevada Revised Statutes.
Section 3.Fractional Share Interests. Thecorporationmay, butshall notberequired to, issue fractions of ashare.If theCorporation does not issue fractions of ashare, itshall (1) arrange for thedisposition offractional interests bythose entitled thereto, (2)pay incash thefair value of fractions of ashare as ofthe time whenthose entitled to receive such fractions are determined,or(3) issue scrip orwarrants inregistered form (either represented by acertificate or uncertificated) which shall entitle the holder to receive afull share upon thesurrender of suchscriporwarrants aggregating afull share. Acertificate for afractional share or anuncertificated fractional share shall, but scripor
warrants shall notunless otherwise provided therein, entitle the holder toexercise voting rights, toreceive dividends thereon, and toparticipate in any of theassets of theCorporation in theevent ofliquidation. TheBoard ofDirectorsmaycausescrip orwarrants tobeissued subject to the conditions that they shall become void ifnot exchanged forcertificates representing thefull shares oruncertificated full shares before aspecified date, orsubject tothe conditions that the shares forwhich scriporwarrants are exchangeablemaybe sold bythe corporation and theproceeds thereof distributed tothe holders of scrip orwarrants, orsubject to anyother conditions which the BoardofDirectors may impose.
Section 4.Stock Transfers. Upon compliance with provisions restricting thetransferorregistration oftransfer ofshares ofstock, ifany, transfers or registrationoftransfers ofsharesofstock ofthe corporation shallbemade only on thestockledger ofthe corporation by theregistered holder thereof, or byhis attorney thereunto authorized bypower ofattorney dulyexecuted andfiled with theSecretary ofthe corporation orwith atransfer agentoraregistrar, if any, and,in the caseofshares represented bycertificates, onsurrender of thecertificate or certificates for such shares ofstock properly endorsed and thepayment ofall taxes due thereon.
Section 5.RecordDateForStockholders.Inorder that the corporationmaydetermine thestockholders entitled to notice of or tovote at any meeting ofstockholders orany adjournment thereof, theBoardofDirectorsmay fix arecord date, which recorddateshall notprecede thedate uponwhich theresolution fixingthe record date isadopted bythe BoardofDirectors, andwhich record date shall not bemore thansixty norless than tendays before the date of suchmeeting. If norecord date isfixed by the Board ofDirectors, the recorddate for determining stockholdersentitled tonoticeof or tovote at ameeting ofstockholders shall beat the close ofbusiness on the day nextpreceding the day onwhich notice isgiven, or, ifnotice iswaived, at theclose ofbusiness on theday next preceding the day onwhich themeeting isheld. Adeterminationofstockholders of record entitled tonoticeof or tovote at ameeting ofstockholders shall apply to anyadjournment of themeeting; provided, however, that theBoardofDirectorsmay fix a newrecord date for the adjourned meeting.In orderthat thecorporationmaydetermine thestockholders entitled to consent tocorporate action inwriting without ameeting, theBoardofDirectorsmayfix arecord date, which record date shall notprecede thedate uponwhich the resolution fixing the record date isadopted bythe Board ofDirectors, and which date shall not bemore than tendaysafter thedate uponwhichthe resolution fixing therecord date isadopted by theBoard ofDirectors.If norecord date has beenfixed by theBoardofDirectors, the record date fordetermining thestockholders entitled toconsent tocorporate action inwriting without ameeting, when noprior action by theBoardofDirectors isrequired by theNevada Revised Statutes, shall be thefirst dateonwhich asigned written consent setting forth the action taken orproposed tobetaken isdelivered to thecorporation bydelivery toits registered office in theState ofNevada, itsprincipal placeofbusiness, or anofficeroragent of thecorporation having custody of thebook inwhich proceedings ofmeeting ofstockholders are recorded. Delivery made to thecorporation's registered office shall be by handor bycertified orregistered mail, return receipt requested.If norecord date hasbeen fixedby the Board ofDirectors and prior action by theBoard ofDirectors is required by theNevada Revised Statutes, therecord date fordetermining stockholders entitled toconsent tocorporate action inwriting without ameeting shallbeat the close ofbusiness on the day onwhich theBoardofDirectors adopts the resolution taking suchprior action.In orderthat thecorporationmaydetermine thestockholders entitled to receive payment of anydividend or other distribution orallotmentofanyrights or the stockholders entitled toexercise anyrights inrespect of anychange, conversion,orexchange of stock, or forthe purposeof anyother lawful action, the Board ofDirectorsmayfix arecord date, which record date shall notprecede the date upon whichtheresolution fixing the record date isadopted, andwhich record date shallbenot more than sixty days prior to such action.If norecord date is fixed, the record date fordetermining stockholders for any
suchpurpose shall be at theclose ofbusiness on theday onwhich the Board ofDirectors adopts theresolution relating thereto.
Section 6.DesignationofStocks. When thecorporation isauthorized toissue shares ofmore thanone class ormorethan oneseries of anyclass, there shall beset forth upon the faceorback ofthe certificate, or thecertificate shall have astatement that thecorporation will furnish toany stockholders uponrequest and without charge, afull orsummary statement of thedesignations, preferences andrelative, participating, optionalorother special rights of thevarious classesofstock orseries thereof andthe qualifications limitations orrestrictions of such rights, and, if thecorporation shall beauthorized toissue onlyspecial stock, suchcertificate shall set forth infull orsummarized therights of theholders of such stock. Thevoting powers, designations, preferences, limitations, restrictions, andrelative, participating, optional and other rights, andthe qualifications, limitations, orrestrictions thereof,oftheshares of anyclassofstocks, shall hereinafterbeprescribed byresolution of theBoardofDirectors.
ARTICLEII
STOCKHOLDERS
Section 1.MeaningofCertain Terms.Asused herein inrespect of theright tonoticeof ameeting ofstockholders or awaiver thereofor toparticipate or vote thereat or toconsent ordissent in writing inlieu ofmeeting,as thecasemaybe, theterm "share" or"shares" or"share ofstock"or"shares ofstock" or"stockholder"or"stockholders" refersto anoutstanding share orshares ofstock and to aholder orholders of record ofoutstanding shares ofstock when the corporation is authorized toissue only oneclassofshares ofstock, andsaid reference is also intended toinclude anyoutstanding share or shares ofstock and anyholder orholders of recordofoutstanding sharesofstock of anyclass upon which or uponwhom thearticlesofincorporation confers such rights where there aretwo ormore classes orseriesofshares ofstock orupon which orupon whom theNevada Revised Statutes confers such rights notwithstanding that thearticlesofincorporationmayprovide formore thanone class orseriesofshares ofstock, one ormore ofwhich are limited or denied such rights thereunder; provided, however, that nosuch right shall vest in theevent of anincrease or adecrease in theauthorized number ofshares ofstock of anyclass orseries which isotherwise denied voting rights under theprovisions of thearticles ofincorporation, except asany provision oflaw may otherwise require.
Section 2.Stockholder Meetings.
(a) Time. Theannual meeting shall beheld onthe date andat thetimefixed, from time totime, by thedirectors, provided that thefirst annual meeting shall beheld on adate withinthirteen months after theorganization of thecorporation, andeach successive annual meeting shall beheld on adate within thirteen months after the date of the preceding annualmeeting. Aspecial meeting shall beheld on thedate and atthetime fixed by thedirectors.
(b) Place.Annual meetings andspecialmeetingsshall beheld at such place, within orwithout theState ofNevada, asthe directorsmay, fromtime totime, fix. Whenever thedirectors shall fail to fix suchplace, themeeting shall beheld at the registered officeofthe corporation inthe State ofNevada, theprincipal place ofbusiness,or aplace designated by theresolution of BoardofDirectors.
(c) Call. Annual meetings and specialmeetingsmay becalled bythe directors orby anyofficer instructed by thedirectors tocall the meeting.
(d) Notice orWaiverofNotice. Written noticeofall meetings shallbegiven, stating theplace, date, hourofthemeeting andstating theplace within thecity orother municipality orcommunity atwhich thelist ofstockholders of the corporationmaybeexamined. Thenotice of anannual meeting shall statethat themeeting iscalled for theelectionofdirectorsand for thetransaction ofother business whichmayproperly come before themeeting, andshall (if any otheraction which couldbetaken at aspecial meeting is to betaken atsuch annual meeting) state the purpose orpurposes. Thenotice of aspecial meeting shall inallinstances state thepurposeorpurposes forwhich themeeting iscalled. The notice ofany meeting shallalso include, orbeaccompanied by, anyadditional statements, information, ordocuments prescribed bythe Nevada Revised Statutes. Except asotherwise provided bythe Nevada Revised Statutes, a copy ofthe notice of anymeeting shallbegiven, personally or bymail,notless than tendays normore than sixty days before the date of themeeting,unless the lapse of theprescribed periodof timeshall have beenwaived, anddirected toeach stockholder athis recordaddress or at suchother address which hemayhave furnished byrequest inwriting to theSecretary of thecorporation. Notice bymail shall bedeemed to begiven whendeposited, with postage thereon prepaid, in theUnited StatesMail. If ameeting isadjourned to another time, not more thanthirty days hence, and/or place is made atthe meeting, itshall notbenecessary togivenoticeofthe adjourned meeting unless thedirectors, after adjournment, fix anew record date for theadjourned meeting. Notice neednot begiven to anystockholder who submits awrittenwaiverof
notice signed by himbefore orafter thetime stated therein. Attendance of astockholder at ameeting ofstockholders shall constitute awaiver ofnotice ofsuch meeting, exceptwhenthestockholder attends themeeting for theexpress purposeof objecting, at thebeginning of themeeting, tothe transactionof anybusiness because themeeting isnot lawfully called or convened. Neither thebusiness tobetransacted at, not thepurpose of, anyregularorspecial meeting ofthe stockholders needbespecified in anywritten waiver ofnotice.
(e) Stockholder List.The officer who has charge ofthe stock ledgerofthe corporation shall prepare andmake, atleast ten days before every meeting ofstockholders, acomplete listofthe stockholders, arranged inalphabetical order, and showing theaddress of eachstockholder and the number ofshares registered inthe name of eachstockholder. Suchlist shall beopen to theexaminationof anystockholder, for anypurpose germane to themeeting,during ordinary business hours,for aperiodof atleast ten days prior to themeeting,either at aplacewithin thecity orother municipality orcommunity where themeeting is to be held,which place shall bespecified in the noticeofthe meeting, or if not sospecified, at the place wherethe meeting is tobeheld. Thelist shall also beproduced and kept at thetime andplace of themeeting duringthe wholetime thereof, andmay beinspected by anystockholder who is present. The stock ledger shall be theonly evidence as towho are thestockholdersentitled toexamine the stock ledger, the list required bythis sectionorthe books ofthe corporation, or tovoteat anymeeting ofstockholders.
(f) ConductofMeeting. Meetings of thestockholders shall bepresided over byone of thefollowing officers inthe orderofseniority andif present andacting-the Chairman ofthe Board, if any, theVice-Chairman ofthe Board, ifany, thePresident, aVice-President, or, if none of theforegoing is inoffice and present and acting, by achairman tobechosen by thestockholders. TheSecretary of thecorporation, or inhis absence, anAssistant Secretary, shall act assecretary ofevery meeting, but ifneither the Secretary nor anAssistant Secretary ispresent theChairman of themeeting shall appoint asecretary of themeeting.
(g) Proxy Representation. Every stockholdermayauthorize another person orpersons to act forhim by proxy in allmatters inwhich astockholder is entitled toparticipate, whether bywaiving noticeof anymeeting, voting orparticipating at ameeting, orexpressing consent or dissentwithout ameeting. Every proxymust besigned bythe stockholder or byhis attorney-in-fact. No proxyshallbevoted oracted uponafter three years from itsdate unless such proxy provides for alonger period. A
dulyexecuted proxyshallbeirrevocable if itstates thatisirrevocable and, if, andonly aslong asit iscoupled with aninterest sufficient in law tosupport anirrevocable power. Aproxy may bemade irrevocable regardless of whether theinterest withwhichit is coupled is aninterest in thestock itself or aninterest in thecorporation generally.
(h) Inspectors. Thedirectors, in advance of anymeeting,may, but neednot, appoint one or more inspectors of election toact at the meeting or anyadjournment thereof.If anyinspectororinspectors are notappointed, theperson presiding atthemeetingmay, but neednot appoint one ormore inspectors.In caseany person whomaybeappointed as aninspector fails to appear oract, the vacancy may befilled byappointment made by thedirectors inadvance ofthe meeting or at themeeting by theperson presiding thereat. Each inspector, ifany, before entering upon thedischarge of hisduties, shall take andsign an oathfaithfully toexecute theduties ofinspectors atsuch meeting with strict impartiality andaccording to thebestofhis ability. Theinspectors, ifany, shalldetermine thenumberofshares ofstock outstanding andthe voting power ofeach, theshares ofstock represented atthe meeting, theexistenceof aquorum, the validity andeffect ofproxies, andshall receive votes, ballots, orconsents, hear anddetermine allchallenges andquestions arising in
connection with theright to vote, count andtabulate all votes, ballots,orconsents, determine the result, and dosuch acts asare proper toconduct the election orvote with fairness toall stockholders. Onrequestof theperson presiding atthe meeting, the inspectororinspectors, ifany,shallmake areport
inwriting of anychallenge, question, ormatter determined by himor them andexecute acertificate of any factfound by him orthem. Except asotherwise required bysubsection (e) ofSection 231 of theNevada Revised Statutes, the provisions ofthatSectionshall not apply to thecorporation.
(i) Quorum. Theholdersof atleast onethirdofthe outstanding voting shares ofstock shall constitute aquorum at ameeting ofstockholders forthe transactionof anybusiness. Once aquorum isestablished at anymeeting ofthe stockholders, the voluntary withdrawal of any stockholderfrom themeeting shall not affect theauthority ofthe remaining stockholders toconduct any business which properly comes before themeeting.In theabsence of aquorum, thechairman ofthe meeting orstockholders present at themeetingmayadjourn themeeting from day to day ortime totime without further notice other than announcement at suchmeeting of suchdate,time andplace of theadjourned meeting. At anadjourned meeting ofthe stockholders atwhich aquorum ispresent, anybusinessmay betransacted whichmighthave beentransacted at themeeting asoriginally noticed.
(j) Voting.Each share of stock shall entitle the holder thereof to onevote. At eachmeeting of thestockholders, each stockholder entitled tovote thereatmayvote inperson orby proxy dulyappointed by aninstrument inwriting subscribed bysuch stockholder. Directors shall beelected by aplurality of thevotes ofthe shares present inperson orrepresented by proxy at themeeting andentitled tovote onthe election ofdirectors. Any otheraction shall beauthorized by amajority ofthe votes cast except where theNevada Revised Statutes prescribes adifferent percentage ofvotes and/or adifferent exercise ofvotingpower, andexcept asmay beotherwise prescribedby theprovisions of thearticles ofincorporation andthese Bylaws.In theelectionofdirectors, andfor any otheraction, voting neednot be byballot.
Section 3.Stockholder Action Without Meetings. Any actionrequired by theNevada Revised Statutestobetaken atany annual orspecial meeting ofstockholders, or anyaction whichmay betaken at any annual orspecial meeting ofstockholders,maybetaken without ameeting, without prior notice and without avote, if aconsent inwriting,setting forththe action sotaken, shall besigned by theholders ofoutstanding stockhaving notless than theminimumnumber ofvotes that wouldbenecessary toauthorize ortake suchaction at ameeting atwhich all shares entitled tovote thereon were present andvoted. Action taken pursuant tothis paragraph shall besubject to theprovisions of Section
| 78.320 | ofthe Nevada Revised Statutes. |
ARTICLEIII
DIRECTORS
Section 1.Functions and Definition. The business andaffairs of thecorporation shallbemanaged by or underthe direction of theBoard ofDirectors of the corporation. The Board ofDirectors shall have the authority tofix thecompensation of themembers thereof. The use of thephrase "whole board" herein refers to thetotal number ofdirectors which thecorporation wouldhave ifthere were novacancies. Thebusinessofthe corporation shall bemanaged byits board ofdirectors whichmayexercise all such powers of thecorporation and doall such lawful acts andthings as are not bystatute or by thearticles ofincorporationor bythese by-laws directed orrequired to beexercised or done by thestockholders.
Section 2.Qualifications andNumber. Adirector need not be astockholder, acitizen of theUnited States, or aresidentofthe State ofNevada. Theinitial Board ofDirectors shall not consist ofless than 1(one) person. Thereafter, the number ofdirectorsmaybeincreased or decreased fromtime totime by action ofthe stockholders or ofthe directors.
Section 3.Election and Term.The first BoardofDirectors, unless themembers thereof shall have been named inthe articles ofincorporation, shall beelected by theincorporator orincorporators andshallholdoffice until first annual meeting ofstockholders anduntil their successors areelected andqualified oruntil their earlier resignation orremoval. Any director may resign at anytime uponwritten notice to thecorporation. Thereafter, directors who are elected at anannual meeting ofstockholders, anddirectors whoare elected inthe interim tofill vacancies andnewly created directorships, shall hold office until thenext annual meeting resignation orremoval. Except as theNevada Revised Statutes may otherwise require, in the interim between annualmeetings ofstockholders or ofspecial meetings ofstockholders called for the election ofdirectors and/or for the removal of oneor more directors andfor thefilling of anyvacancy inthat connection, newly created directorships and anyvacancies in theBoard ofDirectors, includingunfilled vacancies resulting from theremoval ofdirectors for cause orwithout cause,maybefilled by thevote of amajority of theremaining directors then inoffice, although less than aquorum, or by thesole remaining director.
Section 4.Meetings.
(a) Time.Meetings shallbeheld atsuchtime as the Boardshall fix,except thatthefirst meeting of anewly elected Boardshall beheld as soonafter its election as thedirectorsmayconveniently assemble.
(b) Place.Meetings shallbeheld atsuch placewithin orwithout the State ofNevadaas shall befixed bythe Board.
(c) Call. No call shallberequired for regular meetings forwhich thetime andplace have beenfixed. Specialmeetingsmay becalled by orat thedirection of theChairman ofthe Board,if any, theVice-Chairman ofthe Board, ifany, ofthe President,or of amajority ofthe directors inoffice.
(d) Notice orActual orConstructive Waiver. No notice shallberequired for regular meetings forwhich thetime andplace have beenfixed.Written, oral,or anyother mode ofnoticeof thetime andplace shall begiven forspecialmeetingsin sufficient time for theconvenient assembly of thedirectors thereat.Noticeneednotbegiven to anydirector or to anymember of acommittee ofdirectors whosubmits awritten waiverofnotice signed by him beforeor after thetimestated therein. Attendance of any suchperson at ameeting shall constitute awaiverofnoticeofsuch meeting, except
when heattends ameeting for the expresspurposeofobjecting, atthe beginning ofthe meeting, to thetransactionof anybusiness because themeeting isnot lawfully called or convened. Neither thebusiness tobetransacted at, northe purpose of, anyregularorspecial meeting ofthe directors need bespecified in anywrittenwaiver ofnotice.
(e) Quorum andAction. Amajority of thewhole Board shall constitute aquorum exceptwhen avacancy orvacancies prevents suchmajority,whereupon amajority ofthe directors inoffice shall constitute aquorum, provided, that such majority shall constitute atleast one-thirdofthe whole Board. Amajority of thedirectors present, whetherornot aquorum ispresent,mayadjourn ameeting toanothertime andplace. Except asherein otherwise provided, andexcept as otherwise provided by theNevada Revised Statutes, thevote ofthe majority ofthe directors present at ameeting atwhich a quorum ispresent shallbethe act ofthe Board. Thequorum andvoting provisions herein stated shall not beconstrued as conflicting with any provisions ofthe Nevada Revised Statutes andthese Bylaws which govern ameeting of thedirectors held tofill vacancies and newly created directorships in the Boardoraction ofdisinterested directors.
Any member ormembersofthe Board ofDirectors or of anycommittee designated by the Board,mayparticipate in ameeting ofthe Board, orany suchcommittee, as thecasemaybe, bymeans ofconference telephone orsimilar communications equipment bymeans ofwhich all persons participating inthe meeting canhear eachother.
(f) Chairmanofthe Meeting. TheChairman of theBoard, if any andif present and acting, shall preside atall meetings. Otherwise, the Vice-Chairman of theBoard, if any and ifpresent andacting, orthe President, if present andacting, or anyother director chosen by the Board,shall preside.
Section 5.RemovalofDirectors. Except asmayotherwise beprovided by theNevada Revised Statutes, anydirector or theentire BoardofDirectorsmaybe removed,with orwithout cause, by theresolutions of the BoardofDirectors.
Section 6.Committees. TheBoard ofDirectorsmay, byresolution passed by amajority of thewhole Board, designate one ormore committees, each committee toconsistofone ormoreofthe directors of thecorporation. The Boardmaydesignate one ormore directors asalternate members of anycommittee, whomayreplace anyabsentordisqualified member at anymeeting of thecommittee.In theabsence ordisqualificationof anymemberofany suchcommittee orcommittees, themember ormembers thereof present at anymeeting andnot disqualified from voting, whether ornot heor they constitute aquorum, may unanimouslyappoint another member ofthe Board ofDirectors toact at the meeting inthe place ofany suchabsentordisqualified member. Any suchcommittee, tothe extent provided in theresolutionofthe Board, shall have andmay exercise thepowers and authority of the BoardofDirectors inthe management ofthe business andaffairs of thecorporation with theexception of anyauthority the delegationofwhich is prohibited by theNevada Revised Statutes, andmayauthorize theseal of thecorporation to beaffixed toallpapers whichmayrequireit.
Section 7.Written Action. Any actionrequired or permitted to betaken at anymeeting of theBoardofDirectors orany committee thereofmay betaken without ameeting ifall members of the Boardorcommittee, as the casemaybe,consent thereto inwriting, and thewriting orwritings are filed with theminutesofproceedings of theBoard orcommittee.
Section 8.BoardofAdvisors.TheBoard ofDirectors, in its discretion,mayestablish a BoardofAdvisors, consisting ofindividuals whomay ormaynot bestockholders ordirectorsofthe Corporation. The purposeofthe Board ofAdvisors would be toadvise theofficers anddirectors of the Corporation with respect to suchmatters assuch officers and directors shall choose, and anyother
matters which themembers ofsuch BoardofAdvisors deemappropriate infurtherance of the best interestofthe Corporation. TheBoard ofAdvisors shall meet onsuch basis as themembers thereof may determine. TheBoard ofDirectorsmayeliminate theBoardofAdvisors at any time. Nomember ofthe Board ofAdvisors, nor the Board ofAdvisors itself, shall have anyauthority ofthe BoardofDirectors or anydecision-making power andshall bemerely advisory innature. Unless the Board ofDirectors determines another methodofappointment, the President shall recommend possible members ofthe BoardofAdvisors to theBoardofDirectors, whoshall approve such appointments orrejectthem.
ARTICLEIV
OFFICERS
Theofficers of thecorporation shall consistof aPresident, aSecretary, aTreasurer, and, ifdeemed necessary, expedient, ordesirable by theBoard ofDirectors, aChairman ofthe Board, a Vice-Chairman of theBoard, anExecutive Vice- President, one ormore other Vice-Presidents, oneor more Assistant Secretaries, one or more Assistant Treasurers, andsuch other officers with suchtitle asthe resolution of theBoardofDirectors choosing them shalldesignate. Except asmayotherwise beprovided in theresolutionofthe Board ofDirectors choosing him, noofficer other than the Chairman orVice-Chairman of the Board, ifany, needbe adirector. Any number ofoffices may be held by thesame person, as thedirectorsmaydetermine.
Unless otherwise provided inthe resolution choosinghim, eachofficer shallbechosen for a termwhich shall continue until the meeting of theBoard ofDirectors following the nextannual meeting ofstockholders and until his successor shallhave beenchosen andqualified.
All officers of the corporation shall have suchauthority andperform suchduties in themanagement andoperation ofthe corporation asshallbeprescribed in theresolutions of theBoard ofDirectors designating andchoosing suchofficers and prescribing their authority and duties, andshall have suchadditional authority andduties as are incident totheir office except tothe extent that such resolutionsmaybeinconsistent therewith. TheSecretary or anAssistant Secretary ofthe corporation shall record all of theproceedings ofall meetings and actions inwriting ofstockholders, directors, andcommittees ofdirectors, and shall exercise such additional authority andperform suchadditional duties as the Board shall assign tohim.Any officermayberemoved, with orwithout cause, by the BoardofDirectors. Anyvacancy inany officemaybefilled by theBoardofDirectors.
ARTICLEV
CORPORATE SEAL
Thecorporate seal shallbeinsuch form as the BoardofDirectors shall prescribe.
ARTICLE VI
FISCAL YEAR
Thefiscal year of thecorporation shallbefixed andinitially beJanuary 31,and shall besubject tochange, by theBoardofDirectors.
ARTICLE VII
AMENDMENT
These Bylawsmaybeadopted, amended orrepealed at anytime by theunanimous written consentofthe BoardofDirectors.
CERTIFICATE OFSECRETARY
I, theundersigned, doherebycertify:
1. That I am theduly elected and acting secretary ofAustralian Formulated Corporation, aNevada corporation; and
2. That theforegoing Bylaws, comprising nine(9) pages, constitute the Bylaws ofsaid corporation as dulyadopted and approved by theboard ofdirectors ofsaid corporation by aUnanimous Written Consent dated asofAugust 4,2016.
IN WITNESS WHEREOF, Ihave hereunto subscribedmyname andaffixed theseal ofsaid corporation this 4th day ofAugust, 2016.
/s/Lashan Thomas
LashanThomas
Secretary