Exhibit 2.2
BYLAWS
OF
QUARA DEVICES INC.
(a Wyoming Corporation)
April 29, 2020
Table of Contents
| ARTICLE I - OFFICES | | 3 |
| | Section 1. | Registered Office | | 3 |
| | Section 2. | Other Offices | | 3 |
| ARTICLE II - CORPORATE SEAL | | 3 |
| | Section 3. | Corporate Seal | | 3 |
| ARTICLE III - STOCKHOLDERS’ MEETINGS | | 4 |
| | Section 4. | Place of Meetings | | 4 |
| | Section 5. | Annual Meeting | | 4 |
| | Section 6. | Special Meetings | | 5 |
| | Section 7. | Notice of Meetings | | 5 |
| | Section 8. | Quorum | | 6 |
| | Section 9. | Special Business | | 6 |
| | Section 10. | Majority to Pass a Special Business | | 7 |
| | Section 11. | Adjournment and Notice of Adjourned Meetings | | 7 |
| | Section 12. | Voting Rights | | 7 |
| | Section 13. | Joint Owners of Stock | | 7 |
| | Section 14. | List of Stockholders | | 7 |
| | Section 15. | Action Without Meeting | | 8 |
| | Section 16. | Organization | | 8 |
| ARTICLE IV - DIRECTORS | | 9 |
| | Section 17. | Number and Term of Office | | 9 |
| | Section 18. | Powers | | 9 |
| | Section 19. | Term | | 9 |
| | Section 20. | Vacancies | | 9 |
| | Section 21. | Resignation | | 10 |
| | Section 22. | Removal | | 10 |
| | Section 23. | Meetings | | 10 |
| | Section 24. | Quorum and Voting | | 11 |
| | Section 25. | Action Without Meeting | | 11 |
| | Section 26. | Fees and Compensation | | 12 |
| | Section 27 | Alternates | | 12 |
| | Section 28. | Committees | | 12 |
| | Section 29. | Organization | | 14 |
| ARTICLE V - OFFICERS | | 14 |
| | Section 30. | Officers Designated | | 14 |
| | Section 31. | Tenure and Duties of Officers | | 14 |
| | Section 32. | Delegation of Authority | | 15 |
| | Section 33. | Resignations | | 16 |
| | Section 34. | Removal | | 16 |
| ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION | | 16 |
| | Section 35. | Execution of Corporate Instruments | | 16 |
| | Section 36. | Voting of Securities Owned by the Corporation | | 17 |
| ARTICLE VII - SHARES OF STOCK | | 17 |
| | Section 37. | Form and Execution of Certificates | | 17 |
| | Section 38. | Lost Certificates | | 18 |
| | Section 39. | Transfers | | 18 |
| | Section 40. | Fixing Record Dates | | 18 |
| | Section 41. | Registered Stockholders | | 19 |
| ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION | | 19 |
| | Section 42. | Execution of Other Securities | | 19 |
| ARTICLE IX - DIVIDENDS | | 20 |
| | Section 43. | Declaration of Dividends | | 20 |
| | Section 44. | Dividend Reserve | | 20 |
| ARTICLE X - FISCAL YEAR | | 20 |
| | Section 45. | Fiscal Year | | 20 |
| ARTICLE XI - INDEMNIFICATION | | 20 |
| | Section 46. | Indemnification of Directors, Officers, Employees and Other Agents | | 20 |
| ARTICLE XII - NOTICES | | 24 |
| | Section 47. | Notices | | 24 |
| ARTICLE XIII - AMENDMENTS | | 25 |
| | Section 48. | Amendments | | 25 |
| ARTICLE XIV - LOANS TO OFFICERS | | 25 |
| | Section 49. | Loans to Officers | | 25 |
| ARTICLE XV - MISCELLANEOUS | | 26 |
| | Section 50. | Annual Report | | 26 |
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ARTICLEI -OFFICES
Section 1.Registered Office. The registered office of theCorporation in theState of Wyomingshall be Opes Registered Agent Services LLC, 1623 Central Avenue, Suite 204, inthe City ofCheyenne, County ofLaramie.
Section 2.Other Offices. The Corporation may also have andmaintain anoffice orprincipal place ofbusiness inCheyenne, Wyoming at such place as may be fixed by theBoard ofDirectors, and may also haveoffices at such other places, bothwithin andwithout theState of Wyomingas theBoard ofDirectors mayfrom time totime determine or thebusiness of theCorporation mayrequire.
ARTICLEII -CORPORATE SEAL
Section 3.Corporate Seal. If theCorporation hasacorporateseal,it shall consistof a diebearing thename of theCorporation andthe inscription, “Corporate Seal-Wyoming.” Said sealmay be used bycausing itor afacsimile thereof tobe impressed oraffixed orreproduced or otherwise.
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ARTICLEIII -STOCKHOLDERS’ MEETINGS
Section 4.Place ofMeetings.
(a)Meetings of thestockholders of theCorporation shall be held atsuch place,either within orwithout the State of Wyoming,asmay bedesignated from timetotimeby theBoard ofDirectors, or, if not sodesignated, then at the office of theCorporation maintained pursuant toSection 2hereof.
(b)The board ofdirectors may, inits solediscretion, determine that themeeting shallnot be held at anyplace, but may instead be held bymeans ofremote communication. The board shall takeinto consideration stockholders’ ability toparticipate byremote communication andprovide analternative means ofparticipation forthose stockholders unable toparticipate byremote communication. Ifauthorized by the board ofdirectors in itssole discretion, andsubject toguidelines and procedures the board ofdirectors may adopt,stockholders and proxies notphysically present at ameeting ofstockholders may, by means ofremote communication:
(i)Participate in ameeting ofstockholders; and
(ii)Be deemed present in person and vote at ameeting ofstockholders, whether themeeting is held at adesignated place orsolely by means ofremote communication, providedthat thecorporation shall implement reasonable measures to verifythat each persondeemed present andpermitted tovote at themeeting by means ofremote communication is astockholder or proxy. The corporations shallimplement reasonable measures to provide thestockholders andproxies areasonable opportunity toparticipate inthe meeting and to vote onmatters submitted to thestockholders, including anopportunity to reador hear theproceedings ofthe meeting substantially concurrently with theproceeding. Ifany stockholder or proxyvotes ortakes other action at themeeting by meansof remote communication, a recordof the vote orother action shall bemaintained by thecorporation.
Section 5.Annual Meeting.
(a)The annualmeeting ofthe stockholders ofthe Corporation, for thepurpose ofelection of Directors and for such otherbusiness as maylawfully come before it,shall beheld on such date and at suchtime asmay bedesignated fromtimetotime bythe Board of Directors.
(b)At an annualmeeting ofthe stockholders, only suchbusiness shallbe conductedas shall have beenproperly broughtbefore themeeting. To be properlybrought before an annualmeeting, business must be: (A) specified in thenotice of meeting (or anysupplement thereto) given by orat thedirection of theBoard ofDirectors, (B) otherwise properly brought before themeeting by or atthe direction of the Board ofDirectors, or (C) otherwise properly broughtbefore themeeting by astockholder. For business to beproperly broughtbefore anannual meeting by astockholder, thestockholder must have giventimely notice thereof inwriting totheSecretary of theCorporation. To betimely, astockholder’s notice mustbe delivered to ormailed andreceived atthe principal executive offices of the Corporation notless than onehundred twenty (120)calendar days in advance of the datespecified in theCorporation’s proxy statement released tostockholders inconnection with the previous year’sannual meeting of stockholders; provided, however, that inthe event that noannual meeting was heldin theprevious year orthe date of the annualmeeting has been changed by more thanthirty (30)days from thedate contemplated atthetime of the previousyear’s proxystatement, notice by thestockholder to be timely must be soreceived areasonable time before thesolicitation is made. Astockholder’s notice tothe Secretary shall setforth as to eachmatter thestockholder proposes tobring before the annualmeeting: (i) a briefdescription of the business desired tobe brought before theannual meeting and thereasons forconducting suchbusiness at theannual meeting, (ii) thename andaddress, asthey appear on theCorporation’s books, of thestockholder proposing suchbusiness, (iii) theclass and number of sharesof the Corporation which are beneficially owned by thestockholder, (iv)any material interest of the stockholder in such businessand (v) anyother information that isrequired tobe provided by thestockholder pursuant toRegulation 14A under theSecurities Exchange Act of 1934, asamended (the“1934 Act”), in hiscapacity as aproponent to astockholder proposal. Notwithstanding theforegoing, inorder toinclude information with respect to astockholder proposal inthe proxystatement andform ofproxy for astockholder’s meeting, stockholders must providenotice asrequired by theregulations promulgated under the1934 Act. Notwithstanding anything in thesebylaws to thecontrary, nobusiness shall be conducted at anyannual meeting except inaccordance with theprocedures set forth in thissubsection (b). The Chairman of the annualmeeting shall, if the facts warrant, determine anddeclare at themeeting that business was notproperly broughtbefore themeeting and inaccordance with the provisions of thissubsection (b), and,if he should sodetermine, he shall sodeclare at themeeting that any such businessnot properlybrought before the meeting shall not betransacted.
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(c)Only persons who are nominated inaccordance with theprocedures set forth inthis subsection (c)shall beeligible forelection asDirectors. Nominations ofpersons forelection to theBoard ofDirectors of theCorporation may bemade at ameeting ofstockholders by or at thedirection of theBoard ofDirectors or by anystockholder of theCorporation entitled to vote in theelection ofDirectors atthe meeting who complies with the notice procedures setforth inthis subsection (c). Such nominations, other thanthose made by or at thedirection of the Board ofDirectors, shall bemade pursuant totimely notice inwriting to theSecretary of theCorporation in accordance with theprovisions of subsection (b) of thisSection 5.Such stockholder’s noticeshall set forth(i) as to eachperson, ifany, whom thestockholder proposes tonominate for election orre-election as aDirector: (A) the name, age, business address andresidence address of such person,(B) the principal occupation oremployment ofsuch person,(C) the class and numberof sharesof the Corporation which are beneficially owned by such person,(D) adescription of all arrangements orunderstandings between thestockholder and eachnominee and any other person or persons(naming such person or persons)pursuant towhich thenominations are to be made by thestockholder, and(E) any otherinformation relating tosuch person that isrequired to bedisclosed insolicitations ofproxies for election of Directors, or isotherwise required, in each case pursuant toRegulation 14A underthe 1934Act (including without limitation suchperson’s written consent tobeing named in theproxy statement, if any, as anominee andto serving as aDirector ifelected); and (ii) as to suchstockholder giving notice,the information required to be provided pursuant tosubsection (b) ofthis Section 5.At therequest of theBoard ofDirectors, any such personnominated by astockholder for election as aDirector shallfurnish to theSecretary of theCorporation thatinformation required to be set forth in thestockholder’s notice ofnomination which pertains to thenominee. No personshall beeligible forelection as aDirector of theCorporation unlessnominated inaccordance with theprocedures setforth in thissubsection (c).The Chairman ofthe meeting shall, if thefacts warrant, determine anddeclare at themeeting that anomination was not made inaccordance with the procedures prescribed by thesebylaws, andif he should sodetermine, he shall sodeclare at the meeting,and thedefective nomination shall bedisregarded.
Section 6.Special Meetings.
(a)Special meetings of thestockholders of theCorporation may becalled, for any purpose or purposes, by(i) theChairman of theBoard ofDirectors, (ii) the Chief Executive Officer (iii)the President, (iv) the Board ofDirectors pursuant to aresolution adopted by amajority of the total number ofauthorized Directors (whether or notthere exist anyvacancies inpreviously authorized Directorships at thetimeany suchresolution ispresented tothe Board of Directorsforadoption) or (v) bythe holders ofshares entitled to cast notless thantwenty five percent (25%) of the votesat the meeting, and shall be held at such place, onsuch date, and at suchtime as theChief Executive Officer or theBoard ofDirectors, asthe case may be,shall fix.
(b) If aspecial meeting iscalled byany personor persons other than theBoard ofDirectors, the request shall be inwriting, specifying thegeneral nature of thebusiness proposed to betransacted, andshall be delivered personally orsent byregistered mail or bytelegraphic or otherfacsimile transmission tothe Chairman of theBoard ofDirectors, thePresident, ortheSecretary of theCorporation. No business may betransacted atsuch special meeting otherwise thanspecified in such notice.The Board ofDirectors shall determine the time andplace of suchspecial meeting, which shall beheld not lessthan thirty-five (35) nor morethan one hundredtwenty (120) daysafter the date ofthe receipt ofthe request.Upon determination of thetime and place of the meeting,the officer receiving the requestshall causenotice to begiven to thestockholders entitled to vote, inaccordance with theprovisions ofSection 7 ofthese bylaws. If thenoticeis not givenwithin sixty (60)daysafter thereceipt of therequest, theperson or personsrequesting the meeting may set thetime andplace of themeeting andgive thenotice. Nothing contained in thissubsection (b) shall beconstrued aslimiting, fixing, oraffecting thetime when ameetingofstockholders called byaction ofthe Board ofDirectorsmay be held.
Section 7.Notice of Meetings. Except asotherwise provided by law orthe Articles of Incorporation, written notice of each meeting ofstockholders shallbe given notless than ten (10) nor morethan sixty(60) daysbefore thedate ofthe meeting to eachstockholder entitled to voteat suchmeeting, suchnotice tospecify the place, date and hour andpurpose orpurposes of themeeting. Notice of thetime, place and purpose of anymeeting ofstockholders may bewaived in writing, signed by the personentitled tonotice thereof,either before orafter suchmeeting,andwill bewaived by anystockholder by hisattendance thereat inperson or by proxy, exceptwhen thestockholder attends ameeting for theexpress purpose ofobjecting, at thebeginning of themeeting, tothe transaction of anybusiness because themeeting is notlawfully called or convened. Any stockholder sowaiving notice of suchmeeting shallbe bound by theproceedings of any suchmeeting inall respects as if duenotice thereof had beengiven.
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Section 8.Quorum. At allmeetings ofstockholders, exceptwhere otherwise provided bystatute or by theArticles ofIncorporation, or by thesebylaws, thepresence, in person or by proxy dulyauthorized, of one personentitled to vote at themeeting whether present inperson or by proxywho, in theaggregate, holds orrepresents atleast 3%ofthe sharesentitled tovote at themeeting shallconstitute aquorum for thetransaction ofbusiness. In theabsence of aquorum, anymeeting ofstockholders may beadjourned, fromtime totime, either bythe Chairman of themeeting or byvote of theholders of amajority of the shares represented thereat, butno otherbusiness shall betransacted at suchmeeting. The stockholders present at a dulycalled or convenedmeeting, atwhich a quorum ispresent, maycontinue to transact business until adjournment, notwithstanding thewithdrawal of enough stockholders to leave lessthan aquorum. Except asotherwise provided bylaw, theArticles ofIncorporation orthese bylaws, allaction taken by theholders of amajority of the vote cast, excludingabstentions, at anymeeting atwhich a quorum is presentshall bevalid and binding upon theCorporation. Where aseparate vote by aclass orclasses isrequired, amajority of theoutstanding shares ofsuch class orclasses, present inperson orrepresented by proxy,shall constitute a quorumentitled totake action with respect to thatvote on thatmatter and theaffirmative vote of themajority ofshares of such class orclasses present inperson orrepresented by proxy atthe meeting shall be theact of suchclass.
Section 9.Special Business At ameeting of shareholders, thefollowing business is“Special Business”:
(a) at ameeting ofshareholders that isnot anannual general meeting, allbusiness isspecial business exceptbusinessrelating to the conduct ofor voting atthe meeting;and
(b) at anannual general meeting, all business isspecial business except for thefollowing:
| | (i) | businessrelating to the conduct ofor voting atthe meeting; |
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| | (ii) | considerationof anyfinancial statements of the Company presented to themeeting; |
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| | (iii) | considerationof anyreports of thedirectors orauditor; |
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| | (iv) | thesetting or changingof thenumberofdirectors; |
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| | (v) | theelection orappointment ofdirectors; |
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| | (vi) | theappointment of anauditor; |
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| | (vii) | thesetting of theremuneration of anauditor, ifrequired; |
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| | (viii) | businessarising out of areport of thedirectors notrequiring the passing of aspecial resolution oranexceptional resolution; and |
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| | (ix) | any other businesswhich, under theseArticles ofIncorporation, or by thesebylaws, may betransacted at ameeting of shareholders without prior notice of thebusiness being given to theshareholders. |
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Section 10.Majority toPass aSpecial Business The majority ofvotes required forthe Company to pass aresolution inrelation toSpecial Business at ameeting ofshareholders istwo- thirdsof thevotescast on theresolution.
Section 11.Adjournment andNotice ofAdjourned Meetings. Any meeting of stockholders, whether annual orspecial, may beadjourned fromtime totime either bythe Chairman of themeeting or by the vote of amajority of theshares casting votes, excludingabstentions. When ameeting isadjourned toanother time or place,notice need not be given of theadjourned meeting if thetime and placethereof areannounced atthe meeting atwhich theadjournment istaken. At theadjourned meeting, theCorporation maytransact anybusiness which mighthave beentransacted atthe original meeting. If theadjournment is formore than thirty (30) days or ifafter theadjournment a new recorddate is fixedfor theadjourned meeting, a notice of theadjourned meeting shallbegiven to eachstockholderofrecord entitled to vote atthemeeting.
Section 12.Voting Rights. For the purpose ofdetermining those stockholders entitled to voteat any meeting of thestockholders, except asotherwise provided bylaw, only persons inwhose names sharesstand on the stock records of theCorporation on the record date, asprovided inSection 12 ofthese bylaws, shall beentitled to vote atany meeting ofstockholders. Every personentitled to vote or executeconsents shall have theright to do soeither inperson or by an agent oragents authorized by awritten proxy executed by such person or his dulyauthorized agent, which proxy shall befiled with theSecretary ator before the meeting at which it isto be used.An agent soappointed need not be astockholder. No proxyshall be votedafter eleven (11) months fromits date ofcreation unless theproxy provides for alonger period.All elections of Directors shallbe bywritten ballot, unlessotherwise providedin theArticles of Incorporation.
Section 13.JointOwners ofStock. Ifshares or othersecurities havingvoting power stand ofrecord in thenames of two (2)or more persons, whether fiduciaries, members of apartnership, jointtenants, tenants incommon, tenants by theentirety, orotherwise, orif two (2) or more person have thesame fiduciary relationship respecting the same shares, unless the Secretary isgiven written notice to thecontrary and isfurnished with a copy ofthe instrument ororder appointing them orcreating therelationship wherein it is so provided,their acts with respect to votingshall have thefollowing effect: (a) ifonly one (1)votes, hisact binds all; (b) if morethan one (1)votes, theact ofthe majority so votingbinds all; (c) if morethan one (1)votes, but thevote is evenlysplit on anyparticular matter, each faction may votethe securities inquestion proportionally, or may apply tothe District Court for theFirst Judicial District for relief as provided in theWyoming Business Corporation Act. If theinstrument filed with the Secretary shows thatany suchtenancy isheld in unequalinterests, amajority oreven-split forthe purpose ofsubsection (c)above shall be amajority oreven-splitininterest.
Section 14.List of Stockholders. The secretary shall prepare and make, nomore than two (2) daysafter the giving ofnotice of ameeting ofstockholders, acomplete list of thestockholders entitled tovote at saidmeeting, arranged inalphabetical order, showing theaddress of eachstockholder and thenumber ofshares registered inthe name of eachstockholder. Such listshall be open to theexamination of anystockholder, for any purpose germane to themeeting, duringordinary business hours, forthe periodfrom and afterits preparation untilconclusion of themeeting, either at aplace within the citywhere themeeting is to be held,which place shall bespecified in thenotice of themeeting, or, if notspecified, atthe placewhere themeeting is to be held.The list shall be produced and kept at thetime andplace ofmeeting during thewhole timethereof and may beinspected by anystockholder who ispresent.
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Section 15.Action Without Meeting.
(a)Unless otherwise provided in theArticles ofIncorporation, any actionrequired bystatute to be taken at anyannual orspecial meeting ofthe stockholders, or anyaction which may betaken at any annual orspecial meeting of thestockholders, may be takenwithout a meeting,without prior notice andwithout avote, if aconsent inwriting, settingforth theaction so taken, shallbe signed by theholders of all outstanding stock entitled to votethereon.
(b)Every written consentshall bear the date ofsignature of each stockholder who signsthe consent, and nowritten consent shallbe effective totake thecorporate action referred totherein unless, within sixty (60) days of theearliest datedconsent delivered to theCorporation in themanner herein required, written consents signed by asufficient number ofstockholders to takeaction aredelivered to theCorporation by delivery to itsregistered office in theState of Wyoming,its principal place ofbusiness or anofficer oragent of theCorporation havingcustody of the book inwhich proceedings ofmeetings ofstockholders are recorded. Delivery made to aCorporation’s registered office shall beby hand orby certified or registered mail, return receipt requested.
(c)Notwithstanding anyother provision of thisSection 15, no such actionby written consent may be takenfollowing the closing of aninitial public offering pursuant toan effective registration statement under theSecurities Act of 1933, asamended, covering the offer and saleof Common Stock of theCorporation.
Section 16.Organization.
(a)At everymeeting ofstockholders, theChairman ofthe Board ofDirectors, or, if aChairman has not beenappointed or isabsent, theLead Director, or if theLead Director is absent, theChief Executive Officer, or if theLead Director isabsent, the President or, in the absenceof any suchofficer, aChairman of the meeting chosen by amajority ininterest of thestockholders entitled to vote,presentin person or by proxy, shallactasChairman. The secretary, or, inhis absence, anassistant secretary directed to do so bythe President, shall act assecretary of themeeting.
(b)The Board ofDirectors of theCorporation shall beentitled to makesuch rules orregulations for theconduct ofmeetings ofstockholders asit shall deem necessary, appropriate orconvenient. Subject to such rules andregulationsof theBoard ofDirectors, if any, theChairman of themeeting shall havethe right andauthority toprescribesuch rules,regulationsandprocedures and todo all suchacts as, inthe judgment of suchChairman, arenecessary, appropriate orconvenient for theproper conduct ofthe meeting, including, without limitation, establishing an agendaor order ofbusiness for the meeting, rules andprocedures formaintaining order at themeeting and thesafety of those present, limitations onparticipation insuch meeting tostockholders of recordof theCorporation andtheir dulyauthorized andconstituted proxies and such otherpersons as theChairman shall permit, restrictions on entry tothe meeting after thetime fixedfor thecommencement thereof, limitations on thetime allotted to questionsor comments byparticipants andregulation of theopening andclosing of the polls forballoting onmatters which are to bevoted on by ballot.Unless and to theextent determined by theBoard ofDirectors ortheChairman of themeeting, meetings of stockholders shall not berequired to beheld inaccordance with rules ofparliamentary procedure.
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ARTICLEIV -DIRECTORS
Section 17.Number andTerm ofOffice. The authorized number ofDirectors of theCorporation shall befixed inaccordance with theArticles ofIncorporation, but if notfixed therein thenthe number shall befixed byresolution of theDirectors or thestockholders. If noother number ofDirectors isspecified in theArticles ofIncorporation or byresolution of the Directors orstockholders, the number ofDirectors shall befive (5). Directors need not bestockholders unless sorequired by theArticles of Incorporation. If for anycause, theDirectors shall not havebeen elected at an annualmeeting, they may beelected as soonthereafter asconvenient at aspecial meeting ofthe stockholders called for that purpose in themanner provided inthese bylaws.
Section 18.Powers. The powers of theCorporation shall be exercised, itsbusiness conducted, and itsproperty controlled by the Board ofDirectors, except as may beotherwise provided bystatute or by theArticlesofIncorporation.
Section 19.Term. Notwithstanding theforegoing provisions of thisarticle, theterms of thedirectors shall bestaggered into three groups with each groupcontaining one-third (1/3) of thetotal, as near as may bepracticable. The termsofdirectorsin thethird groupexpireat thefirst annualshareholders’ meeting after their election, the terms ofthe secondgroup expire at the second annualshareholders’ meeting after their election, and theterms of thefirst group expire atthe third annualshareholders’ meeting after theirelection. At each annualshareholders’ meeting held thereafter, directors shall bechosen for aterm of three (3) years tosucceed thosewhose terms expire.Each Director shall serve until hissuccessor is dulyelected andqualified or until hisdeath, resignation orremoval. No decrease in thenumber ofDirectors constituting theBoard ofDirectors shallshorten theterm ofanyincumbent Director.
Section 20.Vacancies. Unless otherwise provided inthe Articles ofIncorporation, any vacancies on theBoard of Directors resulting from death,resignation, disqualification, removal or othercauses shall befilled by either (i) theaffirmative vote of theholders of amajority of the votingpower of thethen-outstanding shares of voting stock of theCorporation entitled to votegenerally in theelection ofDirectors(the“Voting Stock”) voting together as a singleclass; or (ii) by theaffirmative vote of amajority of theremaining Directors then inoffice, even thoughless than aquorum of theBoard ofDirectors. Newly createdDirectorships resulting from any increase in thenumber ofDirectors shall, unless the Board ofDirectors determines byresolution that any suchnewly created Directorship shall befilled bythe stockholders, befilled only by theaffirmative vote of theDirectors then inoffice, even though less than aquorum of the Board ofDirectors. Any Director elected inaccordance with thepreceding sentence shall hold office for theremainderof thefull term of the class ofDirectors inwhich the newDirectorship was createdor the vacancyoccurred and, if theDirectors shall therefore have beendivided intoclasses, until such Director’s successor shall have been elected and qualified. A vacancy in theBoard ofDirectors shall be deemed toexist underthis bylaw in the case ofthe death,removalorresignation ofany Director, or ifthe stockholders fail at anymeeting ofstockholders atwhich Directors are to beelected (including any meetingreferred toin Section 21below) to elect thenumber ofDirectors thenconstituting thewhole Board ofDirectors.
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Section 21.Resignation. Any Director mayresign at anytime bydelivering hiswritten resignation to theSecretary, suchresignation tospecify whether it will beeffective at aparticular time, uponreceipt bythe Secretary orat thepleasure of theBoard of Directors. If nosuch specification is made,it shall bedeemed effective at thepleasure of theBoard ofDirectors. When one ormore Directors shall resign from theBoard ofDirectors, effective at afuture date, amajority of theDirectors then inoffice, including thosewho have soresigned, shall havepower tofill such vacancyor vacancies, the votethereon totake effect when suchresignation or resignations shall becomeeffective, andeach Director sochosen shall holdoffice for theunexpired portion of theterm of theDirector whose place shall bevacated anduntil hissuccessor shall have been dulyelected andqualified.
Section 22.Removal. Subject toany limitations imposed by law or theArticles of Incorporation, theBoard ofDirectors, or anyindividual Director, may be removedfrom office at anytime, with orwithout cause byunanimous vote of thethen outstanding shares ofVoting Stock of theCorporation entitled to voteatanelection of Directors.
Section 23.Meetings.
(a)Annual Meetings. The annualmeeting of theBoard ofDirectors shall be heldimmediately before orafter the annualmeeting ofstockholders and at theplace where suchmeeting isheld. No notice of anannual meeting of theBoard ofDirectors shallbe necessary and suchmeeting shall beheld for thepurposeofelecting officers andtransacting suchother business as maylawfully come beforeit.
(b)Regular Meetings. Except ashereinafter otherwise provided, regular meetings of theBoard of Directors shall be held in theoffice ofthe Corporation required to bemaintained pursuant toSection 2hereof. Unless otherwise restricted by theArticles of Incorporation, regular meetings ofthe Board ofDirectors may alsobe held at anyplace within or without the State of Wyoming which has beendesignated byresolution of theBoard ofDirectors or thewritten consent of allDirectors.
(c)Special Meetings. Unless otherwise restricted by theArticles of Incorporation, special meetings ofthe Board ofDirectors may be held atany time and placewithin orwithout the State of Wyomingwhenever called by theChairman ofthe Board, thePresident or anytwo ofthe Directors.
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(d)Telephone or Electronic Meetings. Any member of theBoard ofDirectors, or of anycommittee thereof, mayparticipate in ameeting by meansof conference telephone or similar communications equipment by means ofwhich all persons participating in themeeting cancommunicate with each other, andparticipation in ameeting by such meansshall constitute presence in person atsuch meeting.
(e)Notice ofMeetings. Notice of thetime and place of allregular andspecial meetings of theBoard ofDirectors shall beorally or inwriting, bytelephone, facsimile, email or otherelectronic transmission, telegraph ortelex, atleast two (2) daysbefore themeeting, orsent inwriting to eachDirector byfirst class mail, charges prepaid, atleast three (3) days beforethe date of themeeting. Notice of anymeeting may bewaived inwriting at any timebefore orafter themeeting andwill bewaived by anyDirector byattendance thereat, except when theDirector attends themeeting for theexpress purpose ofobjecting, atthe beginning of themeeting, to thetransaction of anybusiness becausethemeeting is notlawfully called or convened.
(f)Waiver ofNotice. The transaction of allbusiness at anymeeting ofthe Board ofDirectors, or any committee thereof, however called ornoticed, orwherever held,shall be as validas though had at a meeting duly heldafter regular call andnotice, if a quorum be present and if,either before orafter themeeting, each of theDirectors notpresent shall sign awritten waiverofnotice, oraconsenttoholding suchmeeting, oran approval of theminutes thereof. All suchwaivers, consents or approvals shallbefiled with the corporate records or made apart ofthe minutes ofthe meeting.
Section 24.Quorum andVoting.
(a)Unless theArticles ofIncorporation requires agreater number andexcept with respect toindemnification questions arising underSection 46hereof, forwhich aquorum shall beone-third of theexact number ofDirectors fixed from time totime in accordance with the Articles ofIncorporation, but notless than one(1), a quorumof theBoard ofDirectors shall consist of amajority ofthe exact number of Directors fixed from time totime by theBoard ofDirectors orshareholders inaccordance with theArticles ofIncorporation, but notless than one(1); provided,however, atany meeting whether aquorum bepresent orotherwise, amajority of theDirectors present mayadjourn fromtime totime until thetime fixed for thenext regular meeting of theBoard ofDirectors, without notice other than byannouncement atthe meeting.
(b)At eachmeeting ofthe Board ofDirectors at which a quorumis present, all questionsand businessshall be determined by a vote of amajority of theDirectors present, inthe case of anequality ofvotes, the chair of themeeting does have asecond orcasting voteunless adifferent vote berequired bylaw, the Articles of Incorporationor thesebylaws.
Section 25.Action Without Meeting. Unless otherwise restricted by theArticles of Incorporation orthese bylaws, anyaction required orpermitted tobe taken at anymeeting of theBoard ofDirectors or of anycommittee thereof may be takenwithout ameeting, ifall members of theBoard of Directors orcommittee, as thecase may be,consent thereto inwriting, and suchwriting orwritings are filedwith theminutes ofproceedings of theBoard ofDirectors orcommittee.
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Section 26.Fees andCompensation. Directors shall beentitled to suchcompensation fortheir services asmay beapproved by theBoard ofDirectors, including, if soapproved byresolution of theBoard ofDirectors, a fixedsum andexpenses ofattendance, if any,for attendance ateach regular orspecial meeting of the Board ofDirectors and at anymeeting of acommittee of theBoard of Directors. Nothing herein contained shall beconstrued topreclude anyDirector from servingthe Corporation in anyother capacity as anofficer, agent,employee, orotherwise andreceiving compensation therefor.
Section 27Alternates
(a)Appointment. Any director (an “appointor”) may bynotice inwriting received by theCompany, suchappointment tobe revocable bynotice inwriting received bythe Company, appoint anyother director(an“appointee”) to behis orher alternatetoact in his orher placeat meetings of the directors orcommittees of thedirectors atwhich theappointor is not presentunless (in thecase of anappointee who isnot adirector) the directors havereasonably disapproved theappointment of such person as analternate director and have given notice tothat effect tohis or herappointor within areasonable time after the notice of appointment isreceived by theCompany.
(b)Voting atMeetings. Adirector maybe appointed as analternate directorby more thanone director, and analternate director:
(i)will becounted indetermining thequorum for ameeting ofdirectors once foreach ofhis orher appointorsand oncemore in his orher own capacity asdirector;
(ii) has aseparate vote at ameeting ofdirectors for each of his or herappointors and anadditional vote in his orher capacity asdirector;
(iii)will becounted indetermining thequorumfor ameeting ofacommitteeofdirectors once for each of his or herappointors who is amember of thatcommittee and, and anadditional vote in hisor her capacity asdirector if such director is amember of thatcommittee;and
(iv) has aseparate vote at ameeting of acommittee ofdirectors once foreach of his orher appointors who is amember of thatcommittee and, and anadditional vote in his orher capacity asdirectorifsuch directoris amember of thatcommittee.
Section 28.Committees.
(a)Executive Committee. The Board ofDirectors may byresolution passedby amajority of thewhole Board ofDirectors appoint anexecutive committee toconsist of one (1) or moremembers of theBoard ofDirectors. The executive committee, to theextent permitted by law andspecifically granted by theBoard ofDirectors, shall have and mayexercise when theBoard ofDirectors is not insession all powers ofthe Board of Directors in themanagement of the businessand affairs of theCorporation, except suchcommittee shall nothave the power or authority to fillvacancies on the Board ofDirectors orany committee, to declare a dividend,authorize issuance ofstock (except within limits specifically prescribed by theBoard ofDirectors), to amendthe Articles of Incorporation, to adopt anagreement ofmerger orconsolidation, torecommend to thestockholders the sale,lease orexchange ofall orsubstantially allof the Corporation’s property andassets, torecommend to thestockholders of theCorporation adissolution of theCorporation or arevocation of adissolution, toamend thesebylaws, toapprove or proposeto shareholders anyother action thatthe Wyoming Business Corporation Act requires to beapproved byshareholders, or toauthorize orapprove reacquisition ofshares (except accordingto aformula or method prescribed bythe Board ofDirectors).
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(b)Other Committees. The Board ofDirectors may, byresolution passed by amajority of the whole Board ofDirectors, from time totime appoint such othercommittees as may bepermitted bylaw. Such other committees appointed bythe Board of Directors shall consist of one (1) ormore members of theBoard ofDirectors andshall have suchpowers andperform such duties asmay beprescribed by theresolution orresolutions creating such committees, but in no eventshall such committee havethe powers denied to theexecutive committeeinthese bylaws.
(c)Term. Each member of acommittee of theBoard ofDirectors shallserve aterm on thecommittee consistent with suchmember’s term on theBoard ofDirectors. The Board ofDirectors, subject to theprovisions ofsubsections (a) or (b) of this bylaw may at anytime increase or decrease the number ofmembers of acommittee orterminate theexistence of acommittee. The membership of acommittee member shall terminate on thedate ofhis death or voluntary resignation from thecommittee orfrom theBoard of Directors. The Board ofDirectors may at any timefor any reasonremove anyindividual committee member andthe Board ofDirectors may fill anycommittee vacancy created by death,resignation, removal or increase in the number ofmembers of thecommittee. The Board ofDirectors may designate one ormore Directors asalternate members ofany committee, who may replaceany absent ordisqualified member atany meeting of thecommittee.
(d)Meetings. Unless theBoard ofDirectors shall otherwise provide, regular meetings of theexecutive committee or anyother committee appointed pursuant tothis Section 28 shallbeheld at suchtimesandplaces as aredetermined bythe Board ofDirectors, or by any suchcommittee, andwhen notice thereof has beengiven to eachmember of such committee, nofurther notice ofsuch regular meetings need be giventhereafter. Special meetings of anysuch committee may be held at anyplace which has beendetermined from time totime by suchcommittee, and may becalled by anyDirector who is amember of suchcommittee, uponwritten notice tothe members of suchcommittee of thetime andplace of suchspecial meeting given in themanner providedfor the giving ofwritten notice tomembers of the Board ofDirectors of thetime and place ofspecial meetings of theBoard ofDirectors. Notice of anyspecial meeting of anycommittee may bewaived inwriting at anytime beforeor after themeeting andwill bewaived by anyDirector byattendance thereat, except when theDirector attends such specialmeeting for the expresspurpose ofobjecting, at the beginningof themeeting, to thetransaction of anybusiness because themeeting is not lawfully called orconvened. Amajority ofthe authorized number ofmembers of any suchcommittee shall constituteaquorum for thetransaction ofbusiness, and the act of amajority ofthose presentat anymeeting atwhich a quorum ispresent shall be the actof suchcommittee.
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Section 29.Organization. At everymeeting ofthe Directors, theChairman of theBoard ofDirectors, or, if aChairman has not beenappointed oris absent, theLead Director, or if theLead Director is absent, theChief Executive Officer, orif the Chief Executive Officer isabsent, thePresident or, in theabsence of any suchofficer, aChairman of themeeting chosenby amajority of theDirectors present, shall preside over themeeting. The secretary, or inhis absence, anassistant secretary directed to do soby theChairman, shall act assecretary of themeeting.
ARTICLE V -OFFICERS
Section 30.Officers Designated. The officers of theCorporation shall include, ifand when designated bythe Board ofDirectors, theChairman of theBoard ofDirectors, theChief Executive Officer, thePresident, one ormore Vice-Presidents, theSecretary, theChief Financial Officer, the Treasurer, the controller, all of whom shall be elected atthe annualorganizational meeting ofthe Board ofDirectors. The order ofthe seniority of theVice-Presidents shall be in the order oftheir nomination, unlessotherwise determined bythe Board ofDirectors. The Board ofDirectors may alsoappoint one or moreassistant secretaries, assistant treasurers, assistant controllers and suchother officers andagents with suchpowers and duties as itshall deem necessary. The Board ofDirectors mayassign such additional titles toone or moreof theofficers as itshall deemappropriate. Any oneperson may hold any number of theoffices of theCorporation at any onetime unlessspecifically prohibited therefrom bylaw. The salaries and othercompensation ofthe officers of theCorporation shall befixed by or in themanner designated by theBoard ofDirectors.
Section 31.TenureandDuties ofOfficers.
(a)General. All officers shall holdoffice untiltheir successors shall have been dulyelected andqualified, unlesssooner removed. Any officer elected or appointedby theBoard ofDirectors may,subject tothe terms of anycontract ofemployment or contract for services,be removed by theBoard ofDirectors. If theoffice of anyofficer becomesvacant for any reason, the vacancymay befilled by theBoard ofDirectors.
(b)Duties ofChairman ofthe Board ofDirectors. The Chairman of theBoard ofDirectors, when present,shall preside atall meetings of thestockholders andthe Board ofDirectors. The Chairman of theBoard ofDirectors shall perform other duties commonly incident to hisoffice andshall also perform such otherduties andhave suchother powers asthe Board ofDirectors shall designate from time totime. If there is noPresident, then theChairman of theBoard ofDirectors shall alsoserve as theChief Executive Officer ofthe Corporation andshall have thepowers andduties prescribed insubsection (c) ofthis Section 31.
(c)Duties of President. The President shall preside atall meetings ofthe stockholders and atall meetings of theBoard of Directors, unless the Chairman ofthe Board ofDirectors has beenappointed and is present.The President shallbe theChief Executive Officer of theCorporation andshall, subject to thecontrol ofthe Board ofDirectors, have general supervision, direction and control of the business andofficers of theCorporation. ThePresident shallperform otherduties commonly incident to hisoffice and shallalso perform such otherduties and havesuch otherpowers as theBoard ofDirectors shall designate from time totime.
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(d)Duties of Vice Presidents. The Vice-Presidents, inthe order oftheir seniority, may assumeand performthe duties of thePresident in theabsence ordisability of thePresident orwhenever the office of President isvacant. The Vice President ofMarketing and Technology shall beresponsible for all activities related toconceptualizing andimplementingtheCompany’s market strategy andachieving marketing targets. Additionally, theVice President of Marketing and Technology shall be chieftechnology officer andresponsibility over all theCompany’s technical vision andleads allaspects of theCompany’s technological development. The Vice-Presidents shall perform other duties commonly incident totheir office andshall also perform such otherduties andhave such otherpowers as theBoard ofDirectors or the President shalldesignate from time totime.
(e)Duties ofSecretary. The secretary shall attend all meetings of the stockholders and of theBoard ofDirectors andshall record all acts andproceedings thereof in theminute book of theCorporation. The secretary shall give notice inconformity with these bylaws ofall meetings of thestockholders and ofall meetings ofthe Board ofDirectors andany committee thereof requiring notice. The secretary shall perform all other duties given him inthese bylaws andother duties commonly incident to hisoffice and shall also perform such other duties andhave suchother powers as theBoard ofDirectors shall designate from time totime. The President maydirect anyassistant secretary toassume and perform the duties of theSecretary inthe absence ordisability of theSecretary, andeach assistant secretary shall perform otherduties commonly incident tohis office and shall also perform such otherduties and havesuch other powers as theBoard ofDirectors or the President shall designatefromtime to time.
(f)Duties of Treasurer/Chief Financial Officer. The treasurer (also referred to herein as“Chief Financial Officer”) shall keepor cause tobe kept thebooks ofaccount of theCorporation in athorough and propermanner and shallrender statements of thefinancial affairs of theCorporation insuch form andas often asrequired bythe Board ofDirectors orthe President. The Chief Financial Officer, subject to the orderof theBoard ofDirectors, shall havethe custody of all funds andsecurities of theCorporation. The Chief Financial Officer shall perform other dutiescommonly incident to hisoffice andshall also perform such other duties and have such otherpowers as theBoard ofDirectors orthe President shall designate from time to time.The President may direct any assistant treasurer, orthe controlleror anyassistant controller toassume andperform theduties of theChief Financial Officer inthe absence ordisability of theChief Financial Officer, andeach assistant treasurer and eachcontroller andassistant controller shall perform other duties commonly incidenttohis officeandshall also perform such other duties and have suchother powers as theBoard ofDirectors or thePresident shall designate from time totime.
Section 32.Authority toSign Contracts andChecks andDelegation of Authority. The Chairman or, in theabsence of theChairman, any otherofficer authorized by theChairman, may sign, on behalf of theCorporation, those contracts, checks or otherinstruments that have beenappropriately authorized by theBoard ofDirectors to beexecuted onbehalf of theCorporation,except incases where the signing orexecution of thecontract orinstrument isexpressly reserved by theBoard ofDirectors ordelegated by thisAgreement to someother agentof theCompany. Notwithstanding theforgoing, allCorporation expenditures orindebtedness exceeding $100,000 pertransaction requirethe written authorization oftwo or moreDirectors orOfficers. Unless theBoard of Directors has otherwise authorized bywritten resolution, allCorporation expenditures orindebtedness less than$100,000 pertransaction may beauthorized andsigned for on behalfof theCorporation byeither the President or theChief Financial Officer. The Board ofDirectors may fromtime to time delegate thepowers orduties of anyofficer toany other officer or agent, notwithstanding anyprovision hereof.
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Section 33.Resignations. Any officer mayresign at anytime by givingwritten notice to theBoard ofDirectors or tothe Chief Executive Officer or tothe Secretary. Any suchresignation shall beeffective when received bythe person orpersons towhom suchnotice isgiven, unless alater time isspecified therein, inwhich event theresignation shall become effective at suchlater time. Unless otherwise specified insuch notice, the acceptance of any suchresignation shall notbe necessary to make iteffective. Any resignation shall be without prejudice to therights, if any, of theCorporation under anycontract with theresigning officer.
Section 34.Removal. Any officer may beremoved fromoffice at anytime, either with orwithout cause, bythe vote orwritten consentof amajority of theDirectors inoffice at thetime, or by anycommittee orsuperior officers uponwhom suchpower ofremoval may havebeen conferred by theBoard of Directors.
ARTICLE VI -EXECUTIONOFCORPORATE INSTRUMENTSANDVOTING OF SECURITIES OWNED BY THE CORPORATION
Section 35.Execution of Corporate Instruments. The Board ofDirectors may, inits discretion, determine themethod anddesignate the method and designate the signatory officer or officers, or otherperson orpersons, toexecute onbehalf of theCorporation any corporate instrument ordocument, or tosign on behalf of theCorporation thecorporate name without limitation, or toenter into contracts on behalf ofthe Corporation, exceptwhere otherwise provided by law orthese bylaws, and suchexecution or signature shall bebinding upon theCorporation.
Unless otherwise specifically determined by theBoard ofDirectors or otherwise required bylaw, promissory notes, deeds of trust,mortgages andother evidences ofindebtedness ofthe Corporation, and othercorporate instruments or documents requiring the corporate seal, andcertificates ofsharesof stockowned by theCorporation, shallbeexecuted, signed or endorsed by theChairman of theBoard ofDirectors, or theChief Executive Officer or anyVice President, and by theSecretary or Chief Financial Officer orTreasurer or anyassistant secretary orassistant treasurer. All other instruments anddocuments requiring thecorporate signature, but notrequiring thecorporate seal, may beexecuted asaforesaid or in suchother manner as maybe directed by theBoard ofDirectors.
All checksand draftsdrawn on banks or otherdepositaries on funds to thecredit of theCorporation or inspecial accounts ofthe Corporation shall besigned bysuch person or persons as theBoard ofDirectors shall authorizeso to do.
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Unless authorized orratified by theBoard ofDirectors or within theagency power of anofficer, noofficer, agent oremployee shallhave anypower orauthority to bind theCorporation by any contract orengagement or to pledgeits credit or torender itliable for any purpose or for any amount.
Section 36.Voting ofSecurities Owned by theCorporation. All stock andother securities of othercorporations owned orheld by theCorporation foritself, or forother parties in anycapacity, shall bevoted, andall proxieswith respect thereto shall be executed, by theperson authorized so to do byresolution ofthe Board of Directors, or, in theabsence of suchauthorization, by theChairman of the Board ofDirectors, the Chief Executive Officer, theChief Financial Officer, orany Vice President.
ARTICLE VII -SHARES OF STOCK
Section 37.Form andExecution ofCertificates. Unless otherwise determined bythe Board ofDirectors, theshares of theCorporation shall not berepresented bycertificates. Within areasonable time after the issuance ortransfer of shares, the Corporation shall send theshareholder awritten statement which includes the following:
(1)That thename of theCorporation is QUARA DEVICES INC. and thatit isorganized under thelaws of thestateofWyoming.
(2)The name of the personto whom such sharesareissued.
(3)The numberand classofshares anddesignation of series, if any.
(4)The designations, relative rights, preferences, andlimitations applicable toeach classand the variations in therights, preferences, andlimitations determined for eachseries, and theauthority of theBoard ofDirectors todetermine variations for futureseries, if any.
In theevent theDirectors determine to issuecertificates representing ownership ofshares, certificates for the shares ofstock ofthe Corporation shall bein suchform as isconsistent with the Articles ofIncorporation andapplicable law. Every holderof stock inthe Corporation shall beentitled tohave acertificate signed by or in the nameof theCorporation bythe Chairman of theBoard ofDirectors, or thePresident or anyVice President and by theTreasurer orassistant treasurer or theSecretary orassistant secretary, certifying the number ofshares owned byhim in theCorporation. Where suchcertificate iscountersigned by atransfer agentother than theCorporation or itsemployee, or by aregistrar other than theCorporation or itsemployee, any othersignature on thecertificate may be afacsimile. In case anyofficer, transfer agent, orregistrar who has signedor whose facsimile signaturehasbeen placed upon acertificate shall haveceased to be suchofficer, transfer agent, orregistrar before such certificate isissued, it may beissued with the sameeffect asif he were such officer, transfer agent, orregistrar at thedate of issue.Each certificate shallstate upon the face orback thereof, infull or insummary, all of thedesignations, preferences, limitations, restrictions ontransfer and relative rights of the sharesauthorized to be issued.
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Section 38.Lost Certificates. Anew certificate orcertificates shall beissued inplace of anycertificate orcertificates theretofore issued by theCorporation alleged tohave beenlost, stolen,or destroyed, upon themaking of anaffidavit ofthat fact bythe personclaiming the certificate of stock to be lost,stolen, ordestroyed. The Corporation may require, as acondition precedent to theissuance of a newcertificate or certificates, theowner of suchlost, stolen,or destroyedcertificate orcertificates, orhis legal representative, toadvertise the same in such manneras it shallrequire or togive theCorporation asurety bond insuch form and amount as it maydirect as indemnity against anyclaim thatmay be made against the Corporation with respect to thecertificate alleged to have been lost,stolen, ordestroyed.
Section 39.Transfers.
(a)Transfers of record ofshares of stock of theCorporation shall bemade only upon its books by the holdersthereof, inperson or by attorney dulyauthorized, and upon thesurrender of aproperly endorsed certificate or certificates fora likenumber ofshares.
(b)The Corporation shall have powerto enter intoand perform any agreement with anynumber of stockholders of any one or moreclasses ofstock ofthe Corporation torestrict thetransfer ofshares of stockof the Corporation of anyone ormore classes owned bysuch stockholdersin anymanner notprohibited by the WyomingBusiness Corporation Act.
Section 40.Fixing Record Dates.
(a) Inorder that the Corporation maydetermine thestockholders entitled to notice of or tovote at anymeeting ofstockholders or anyadjournment thereof, theBoard of Directors may fix, in advance, arecord date,which record dateshall not precede the date uponwhich theresolution fixing therecord date isadopted by theBoard ofDirectors, andwhich record dateshall not be morethan seventy(70) nor lessthan ten (10)days before the date ofsuch meeting. If no record date isfixed by theBoard ofDirectors, therecord date fordetermining stockholders entitled tonotice ofor to vote at ameeting of stockholders shall beat the close of business onthe day nextpreceding theday onwhich notice isgiven, or ifnotice iswaived, at theclose ofbusiness on the datenext preceding the day onwhich themeeting isheld. Adetermination ofstockholders ofrecord entitled tonotice of or to vote at ameeting ofstockholders shall apply forany adjournment of themeeting; provided, however, thattheBoard of Directorsmay fix a new record date for the adjournedmeeting and shall fix anew recorddate if themeeting isadjourned to adate more thanone hundredtwenty (120) daysafter the date fixed for theoriginal meeting.
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(b) Inorder that the Corporation maydetermine thestockholders entitled to consent tocorporate action inwriting without ameeting, theBoard ofDirectors may fix arecord date,which recorddate shall notprecede thedate uponwhich theresolution fixing the recorddate isadopted by theBoard ofDirectors, andwhich dateshall not bemore than 10days after the date uponwhich theresolution fixingthe recorddate isadopted by theBoard ofDirectors. Any stockholder of recordseeking to have thestockholders authorize or takecorporate action bywritten consentshall, bywritten notice to theSecretary, request theBoard ofDirectors to fix arecord date.The Board ofDirectors shallpromptly, but in allevents within 10days afterthe date onwhich such arequest isreceived, adopt aresolution fixing therecord date.If no recorddate has been fixed by theBoard ofDirectors within 10 days of the date onwhich such arequest isreceived, the recorddate for determining stockholders entitled toconsent to corporate action inwriting without ameeting, when noprior action by theBoard ofDirectors isrequired byapplicable law,shall be thefirst date onwhich a signedwritten consent setting forth theaction taken orproposed tobe taken isdelivered to theCorporation bydelivery to itsregistered office in theState of Wyoming, itsprincipal place ofbusiness or anofficer or agent of theCorporation having custodyof the book inwhich proceedings ofmeetings ofstockholders arerecorded. Delivery made to theCorporation’s registered office shall be by hand or bycertified orregistered mail, return receipt requested. If norecord date has been fixed bythe Board ofDirectors andprior action by theBoard ofDirectors isrequired by law, the record date fordetermining stockholders entitled to consent tocorporate action inwriting without ameeting shall beat theclose ofbusiness on theday onwhich theBoard ofDirectors adopts theresolution taking suchprioraction.
(c) Inorder that the Corporation maydetermine thestockholders entitled toreceive payment of any dividend or otherdistribution or allotment of any rights or thestockholders entitled toexercise anyrights inrespect of anychange, conversion orexchange ofstock, or for the purposeof anyother lawful action, theBoard ofDirectors mayfix, in advance, a record date,which record dateshall notprecede thedate upon which the resolution fixing therecord date is adopted,and which record dateshall be notmore thansixty (60) daysprior to such action. Ifno recorddate is fixed, therecord date for determining stockholders for any suchpurpose shall beat theclose of business on the day onwhich theBoard ofDirectors adopts theresolution relating thereto.
Section 41.Registered Stockholders. The Corporation shall be entitled torecognize the exclusive right of aperson registered on itsbooks asthe owner ofshares toreceive dividends, and to vote assuch owner, andshall not be boundto recognize anyequitable orother claim toorinterest insuch shareor shares onthe part of any otherperson whether ornot itshall have express or othernotice thereof, except asotherwise provided by thelaws ofWyoming.
ARTICLE VIII -OTHER SECURITIES OF THE CORPORATION
Section 42.Execution of Other Securities. All bonds, debentures andother corporate securities of theCorporation, other than stock certificates (covered inSection 34), may besigned by theChairman of theBoard ofDirectors, the Chief Executive Officer or anyVice President, or such otherperson asmay beauthorized by theBoard ofDirectors, andthe corporate seal impressed thereon or afacsimile of suchseal imprinted thereon andattested bythe signature of theSecretary or anassistant secretary, or theChief Financial Officer or treasurer or anassistant treasurer;provided,however, that where any such bond,debenture orother corporate security shall beauthenticated by themanual signature of atrustee under anindenture pursuant towhich such bond,debenture or other corporate security shall beissued, thesignatures of thepersons signing andattesting thecorporate seal on such bond, debenture orother corporate security may be theimprinted facsimile ofthe signatures of such person.Interest couponsappertaining to any such bond, debenture orother corporate security, authenticated by atrustee asaforesaid, shall be signed by theTreasurer or anassistant treasurer ofthe Corporation or such otherperson as may beauthorized by theBoard ofDirectors, or bearimprinted thereon thefacsimile signature ofsuch person. In case anyofficer who shall havesigned orattested anybond, debenture orother corporate security, orwhose facsimile signature shallappear thereon or on any suchinterest coupon,shall haveceased to be suchofficer before the bond,debenture or othercorporate security so signedor attested shall have beendelivered, such bond,debenture or othercorporate security nevertheless may be adopted by theCorporation and issued anddelivered as though the personwho signedthe same orwhose facsimile signature shall have been usedthereonhad not ceasedto be suchofficer of theCorporation.
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ARTICLEIX -DIVIDENDS
Section 43.Declaration ofDividends. Dividends upon thecapital stockof the Corporation, subject tothe provisions of theArticles of Incorporation, if any, may bedeclared by theBoard ofDirectors pursuant tolaw at any regular orspecial meeting. Dividends may be paid incash, inproperty, orin shares of the capital stock, subject to theprovisions of theArticlesofIncorporation.
Section 44.Dividend Reserve. Before paymentof anydividend, theremay be setaside out of anyfunds of theCorporation available for dividends such sumor sumsas the Board ofDirectors from time totime, intheir absolutediscretion, think proper as areserve orreserves to meetcontingencies, orfor equalizing dividends, or forrepairing ormaintaining any property of theCorporation, or forsuch other purpose as theBoard ofDirectors shall thinkconducive totheinterests ofthe Corporation, and theBoard ofDirectors may modify orabolish anysuch reserve in themanner inwhich it was created.
ARTICLE X -FISCAL YEAR
Section 45.Fiscal Year. The fiscal year of theCorporation shall be fixed byresolution oftheBoard of Directors.
ARTICLE XI -INDEMNIFICATION
Section 46.Indemnification ofDirectors, Officers, Employees and Other Agents.
(a)Directors and Executive Officers. The Corporation shall indemnify its Directors and executive officers tothe fullest extent notprohibited by theWyoming Business Corporation Act; provided, however, that theCorporation maylimit theextent of suchindemnification byindividual contracts with its Directors and executive officers; and, provided,further, that theCorporation shall not berequired toindemnify anyDirector orexecutive officer inconnection with anyproceeding (or part thereof) initiated by suchperson or anyproceeding by suchperson against the Corporation orits Directors, officers, employees orother agents unless (i) suchindemnification isexpressly required tobe made bylaw, (ii) theproceeding was authorized by theBoard ofDirectors of theCorporation or(iii) such indemnification is provided by theCorporation, inits sole discretion, pursuant tothe powers vested in theCorporation underthe WyomingBusiness Corporation Act.
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(b)Other Officers, Employees andOther Agents. The Corporation shall havepower toindemnify its otherofficers, employees andother agentsas set forth inthe WyomingBusiness Corporation Act.
(c)Good Faith.
(i)For purposes ofany determination under this bylaw, aDirector orexecutive officer shall be deemed to haveacted in goodfaith and in a mannerhe reasonably believed to be in or not opposed tothe bestinterests ofthe Corporation, and,with respect to anycriminal action orproceeding, tohave had noreasonable cause tobelieve thathis conduct wasunlawful, if his action is based oninformation, opinions, reportsand statements, includingfinancial statements and otherfinancial data, ineach caseprepared orpresented by:
(A) one ormore officers or employees of theCorporation whom theDirectororexecutive officer believe to bereliable andcompetent inthe matters presented;
(B) counsel,independent accountants or other persons as tomatters which theDirector orexecutive officer believed to bewithin such person’sprofessional competence;and
(C)with respect to aDirector, acommittee of theBoard uponwhich suchDirector does not serve, as tomatters within such committee’s designated authority, which committee the Director believes tomerit confidence; so long as,in each case, theDirector orexecutive officer acts without knowledge that would cause suchreliance to beunwarranted.
(ii)The termination of anyproceeding by judgment,order, settlement, conviction or upon aplea of nolocontendere or itsequivalent shall not, ofitself, create apresumption that the person didnot act ingood faith andin amanner which hereasonably believe to be in or notopposed to thebest interests of the Corporation, and,with respect to anycriminal proceeding, that he hadreasonable cause tobelieve thathis conduct was unlawful.
(iii)The provisions of this subsection (c)shall not bedeemed to beexclusive or tolimit in anyway thecircumstances in which aperson maybe deemed to havemet the applicable standardofconductset forth bytheWyomingBusiness Corporation Act.
(d)Expenses. The Corporation shall advance, prior to thefinal disposition of anyproceeding, promptly following requesttherefor, all expenses incurred by anyDirector orexecutive officer inconnection with suchproceeding uponreceipt ofan undertaking by or on behalfof such person to repaysaid amounts if it should bedetermined ultimately that such person is notentitled to beindemnified under this bylaworotherwise.
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Notwithstanding theforegoing, unless otherwise determined pursuant tosubsection (e) of thisbylaw, no advance shall bemade by theCorporation if adetermination is reasonably andpromptly made (i) by theBoard ofDirectors by amajority vote of aquorum consisting ofDirectors who were notparties to theproceeding, or(ii) if suchquorum isnot obtainable, or, even ifobtainable, a quorum ofdisinterested Directors sodirects, byindependent legal counsel in awritten opinion,that the factsknown to thedecision-making party atthetime suchdetermination is madedemonstrate clearly andconvincingly that suchperson acted in bad faithor in amanner that such person didnot believe to be in ornotopposed tothe bestinterest of theCorporation.
(e)Enforcement. Without the necessity ofentering into anexpress contract, all rights toindemnification andadvances toDirectors andexecutive officers under this bylawshall bedeemed to becontractual rights and beeffective to thesame extent and asif provided for in acontract between theCorporation andthe Director orexecutive officer. Any right toindemnification oradvances granted bythis bylaw to aDirector orexecutive officer shall be enforceable by or onbehalf of theperson holding suchright in any courtof competent jurisdiction if(i) theclaim forindemnification or advances is denied, inwhole or inpart, or(ii) nodisposition of suchclaim is madewithin ninety (90)days ofrequest therefor. The claimant insuch enforcement action, ifsuccessful inwhole or in part,shall be entitled to be paid also theexpense ofprosecuting hisclaim. The Corporation shall be entitled to raise as adefense to any suchaction that theclaimant has not met thestandards of conduct thatmake itpermissible underthe Wyoming Business Corporation Act for theCorporation toindemnify the claimant for theamount claimed. Neither thefailure of the Corporation (including its Board of Directors, independent legal counsel or itsstockholders) tohave made adetermination prior to thecommencement ofsuch actionthat indemnification of theclaimantisproper inthe circumstances because he has metthe applicable standardof conductset forth in theWyoming Business Corporation Act, nor anactual determination by theCorporation (including its Board ofDirectors, independent legal counselor itsstockholders) thatthe claimant hasnot met suchapplicable standard ofconduct, shall be a defense tothe action orcreate apresumption thatclaimant has notmet the applicable standard of conduct.
(f)Non-Exclusivity ofRights. The rightsconferred on any person bythis bylaw shall not beexclusive of any otherright which such person may have orhereafter acquire under anystatute, provision ofthe Articles ofIncorporation, bylaws, agreement, voteof stockholders ordisinterested Directors orotherwise, both asto action in hisofficial capacity and as toaction inanother capacity while holding office. The Corporation is specifically authorized toenter intoindividual contracts with anyor all ofits Directors, officers, employees oragents respecting indemnification and advances, to thefullest extent notprohibited by the WyomingBusiness Corporation Act.
(g)Survival ofRights. The rights conferred on any person bythis bylaw shall continue asto a person who hasceased to be a Director,officer, employee or otheragent and shall inure to thebenefit ofthe heirs,executors andadministratorsof such aperson.
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(h)Insurance. To thefullest extent permitted by theWyoming Business Corporation Act, theCorporation, uponapproval by theBoard ofDirectors, may purchase insurance on behalfof any personrequired orpermitted tobe indemnified pursuant tothis bylaw.
(i)Amendments. Any repeal or modification ofthis bylaw shall onlybe prospective and shallnot affect the rightsunder thisbylaw ineffect at thetime of thealleged occurrence of anyaction oromission toact that isthe cause of anyproceeding against anyagent of theCorporation.
(j)Saving Clause. If thisbylaw or any portionhereof shall beinvalidated on any ground by anycourt ofcompetent jurisdiction, then theCorporation shall nevertheless indemnify each Director andexecutive officer to the fullextent notprohibited by anyapplicable portionof this bylawthatshallnot have beeninvalidated, orby any otherapplicable law.
(k)Certain Definitions. For thepurposes ofthis bylaw, the following definitions shall apply:
(i)The term “proceeding” shall be broadlyconstrued and shallinclude without limitation, theinvestigation, preparation, prosecution, defense,settlement, arbitration and appealof, and thegiving oftestimony in, anythreatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative orinvestigative.
(ii)The term “expenses” shall be broadlyconstrued and shallinclude, without limitation, court costs,attorneys’ fees,witness fees, fines,amounts paid insettlement or judgment and anyother costs andexpenses of any nature or kind incurred inconnection with anyproceeding.
(iii)The term the“Corporation” shall include, in additionto theresulting Corporation, anyconstituent Corporation (including anyconstituent of aconstituent) absorbed in aconsolidation ormerger which, if itsseparate existence had continued,would have hadpower andauthority toindemnify itsDirectors, officers, and employees oragents, so that any personwho is orwas aDirector, officer, employee oragent of suchconstituent Corporation, or is orwas servingat the requestof suchconstituent Corporation as aDirector, officer, employee or agent of anotherCorporation, partnership, joint venture, trustor other enterprise, shallstand in thesame positionunder theprovisions of this bylawwith respect to theresulting or surviving Corporation as hewould havewith respect to suchconstituent Corporation if itsseparate existence had continued.
(iv)References to a“Director,” “officer,” “employee,” or“agent” of theCorporation shallinclude, without limitation, situations where such person isserving at therequest ofthe Corporation as aDirector, officer, employee, trustee or agent ofanother Corporation, partnership, jointventure, trustor other enterprise.
(v)References to“other enterprises” shall include employeebenefit plans; references to “fines” shall include any excisetaxes assessed on a personwith respect to anemployee benefit plan; and references to“serving atthe request of theCorporation” shall include anyservice as aDirector, officer, employee oragent of theCorporation which imposes duties on, orinvolves services by, suchDirector, officer, employee, or agentwith respect toan employee benefit plan, itsparticipants, orbeneficiaries; and a personwho acted ingood faith and in a manner hereasonably believedto be in theinterest ofthe participants andbeneficiaries of anemployee benefit plan shall bedeemed to have acted in a manner “not opposed to thebest interests ofthe Corporation” asreferred to inthis bylaw.
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ARTICLE XII -NOTICES
Section 47.Notices.
(a)Notice toStockholders. Whenever, under anyprovisions of thesebylaws, notice isrequired to be given toany stockholder, it shall be given inwriting, timely andduly deposited in theUnited States mail, postageprepaid, andaddressed to his lastknown postoffice addressas shown by the stockrecord of theCorporation orits transfer agent.
(b)Notice toDirectors. Except asprovided otherwise insubsection (e) ofSection 21, anynotice required tobe given toany Director may begiven bythe method stated in subsection (a) above, or byfacsimile, email or otherelectronic transmission, telex or telegram, exceptthat such noticeother thanone which isdelivered personally shall be sent to suchaddress as suchDirector shall have filed inwriting with the Secretary, or, in theabsence ofsuch filing, to thelast known postoffice address of suchDirector.
(c)Address Unknown. If no addressof astockholder orDirector beknown, noticemay be sent tothe office ofthe Corporation required to bemaintained pursuant toSection 2 hereof.
(d)Affidavit ofMailing. An affidavit ofmailing, executed by aduly authorized andcompetent employee of theCorporation orits transfer agent appointed with respect to theclass of stockaffected, specifying thename andaddress or thenames andaddresses ofthe stockholder orstockholders, orDirector orDirectors, towhom any such notice ornotices was orwere given, and thetime andmethod ofgiving thesame, shall beconclusive evidence of the statements therein contained.
(e)Time Notices Deemed Given. All notices given by mail, asabove provided, shall bedeemed tohave beengiven asat the time ofmailing, andall notices given byfacsimile, email, telex ortelegram shall bedeemed to have been given as of thesending time recorded at time oftransmission.
(f)Methodsof Notice. It shall notbe necessary that thesame method ofgiving notice beemployed inrespect of all Directors, but onepermissible method may beemployed in respect ofany one or more, and any otherpermissible method ormethods may be employed inrespect ofany other orothers.
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(g)Failure toReceive Notice. The period orlimitation oftime within which anystockholder may exercise anyoption orright, or enjoy anyprivilege orbenefit, or be required toact, orwithin which anyDirector mayexercise anypower orright, or enjoyany privilege, pursuant to anynotice sent him inthe manner above provided, shall not beaffected orextended in anymannerby thefailure of suchstockholder orsuchDirector toreceivesuchnotice.
(h)Notice toPerson with WhomCommunication isUnlawful. Whenever notice isrequired to be given, under anyprovision of lawor of theArticles ofIncorporation orbylaws ofthe Corporation, to any personwith whom communication isunlawful, the giving of suchnotice to suchperson shall not berequired andthere shall beno duty toapply toany governmental authority or agencyfor alicense orpermit to give suchnotice to such person.Any actionor meeting which shall betaken orheld without notice to any suchperson with whom communication isunlawful shall have the sameforce andeffect asif such notice had been duly given. Inthe eventthat theaction taken by theCorporation is such asto require the filing of acertificate under anyprovision ofthe Wyoming Business Corporation Act, thecertificate shall state, ifsuch is thefact and ifnotice isrequired, thatnotice was given to allpersons entitled to receive notice except such personswith whom communication isunlawful.
(i)Notice toPerson with Undeliverable Address. Whenever notice is required to begiven, under anyprovision of lawor the Articles ofIncorporation or bylaws oftheCorporation, to anystockholder towhom (i)notice of two consecutive annualmeetings, andall noticesofmeetingsor of thetaking ofaction bywritten consent without ameeting to such person during theperiod between suchtwo consecutive annualmeetings, or(ii) all, and atleast two, payments (if sent byfirst classmail) ofdividends orinterest on securities during atwelve month period,have beenmailed addressed to suchperson at hisaddress asshown on therecords of theCorporation and havebeen returned undelivered, the givingof suchnotice to suchperson shall not be required.Any action ormeeting which shall be taken or heldwithout notice to suchperson shallhave the same force andeffect as if suchnotice hadbeen duly given. If any suchperson shall deliver tothe Corporation awritten noticesetting forth histhen current address, therequirement thatnotice be given tosuch personshall be reinstated. Inthe eventthat theaction taken by theCorporation is suchas to require the filing of acertificate under anyprovision ofthe Wyoming Business Corporation Act, thecertificate neednot state that noticewas not given to persons towhom notice was notrequired to be givenpursuant to thissubsection.
ARTICLE XIII -AMENDMENTS
Section 48.Amendments. Except asotherwise set forth insubsection (i) ofSection 46, thesebylaws may bealtered oramended ornew bylaws adopted bythe unanimous vote ofthe votingpower ofall of the then-outstanding shares of theVoting Stock. The Board of Directors shall alsohave thepower toadopt, amend orrepeal bylaws.
ARTICLE XIV-LOANS TO OFFICERS
Section 49.Loans toOfficers. The Corporation may lend money to, orguarantee any obligation of, orotherwise assist any officer or otheremployee of theCorporation or of itssubsidiaries, including anyofficer oremployee who is aDirector of theCorporation or itssubsidiaries, whenever, in thejudgment of the Board ofDirectors, such loan,guarantee or assistance may reasonably beexpected tobenefit theCorporation. The loan,guarantee orother assistance may bewith orwithout interest andmay beunsecured, orsecured in suchmanner as theBoard ofDirectors shall approve, includingwithout limitation, a pledge of shares of stock of theCorporation. Nothing in thesebylaws shall be deemed todeny, limit or restrict thepowers of guarantyor warranty oftheCorporation atcommonlaw orunder anystatute.
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ARTICLE XV-MISCELLANEOUS
Section 50.Annual Report.
(a)Subject tothe provisions ofsubsection (b)of thisbylaw, theBoard ofDirectors shall cause an annualreport tobe sent to eachstockholder of the Corporation notlater than one hundredtwenty (120) days afterthe close of theCorporation’s fiscal year.Such report shallinclude abalance sheet as of the endof suchfiscal year andan income statement andstatement of changes infinancial position forsuch fiscal year,accompanied by any reportthereon of anindependent accountant or, ifthere is nosuch report, the certificate of anauthorized officer of theCorporation that suchstatements were prepared without audit from thebooks andrecords of theCorporation. Such reportshall be sent tostockholders at least fifteen (15) days prior to the nextannual meeting ofthe stockholders after theend of thefiscal year towhich itrelates.
(b) If and solong asthere arefewer than 100 holdersof recordof the Corporation’s shares,the requirement of sending of an annualreport to thestockholders ofthe Corporation is herebyexpressly waived.
CERTIFICATE OF SECRETARY
The undersigned certifies:
(1)That theundersigned isthe dulyelected andacting secretary of QUARA DEVICES INC., a WyomingCorporation; and
(2)That theforegoing bylaws constitute thebylaws ofQUARA DEVICES INC. as dulyadopted by aresolution of theDirectors dated February 5, 2019, as amended by a resolution of the Directors dated April 29, 2020.
INWITNESS WHEREOF, I havehereunto subscribed myname:
| | /s/ Rodney W. Reum |
| | RodneyW.Reum |
| | Chairman, BoardofDirectors |
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