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EXHIBIT 99.1
BY-LAWS
OF
TERRA NATURAL RESOURCES CORPORATION.
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ARTICLE I-OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of the resident agent.
SECTION 2. OTHER OFFICES. The corporation may have other offices,
either within or without the State of Nevada, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II-MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such business as may be stated in the notice of
the meeting, shall be held at such place, either within or without the State of
Nevada, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Nevada on: The first Monday which occurs after the annual
anniversary of the date upon which the corporation's Articles of Incorporation
were certified by the Secretary of State of Nevada.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held an the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
may transact such other corporate business as shall be stated in the notice of
the meeting.
SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of Directors may be held at such time and place, within
or without the State of Nevada, as shall be stated in the notice of the meeting.
SECTION 3. VOTING. Each stockholder entitled to vote in accordance with
the terms and provisions of the Articles of Incorporation and these By-Laws
shall be entitled to one vote, in person or by proxy, from each share of stock
entitled to vote held by such stockholder, but no proxy shall be voted after
three years from its date unless such proxy provides for a longer period. Upon
the demand of any stockholder, the vote for directors and upon any question
before the meeting shall be by ballot. All elections for Directors shall be
decided by plurality vote; all other questions shall be decided by majority vote
except as otherwise provided by the Articles of Incorporation or the laws of the
State of Nevada.
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SECTION 4. STOCKHOLDER LIST. The Officer who has charge of the stock
ledger of the corporation shall at least 10 days before each meeting of
stockholders prepare a completely alphabetically addressed list of the
stockholders entitled to vote at the ensuing election, with the number of shares
held by each. Said list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall be available for inspection at the meeting.
SECTION 5. QUORUM. Except as otherwise required by law, by the Articles
of Incorporation or by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a meeting. A majority in interest of the stockholders entitled
to vote thereat, present in person or by proxy, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote shall be present.
At any such adjourned meeting at which the requisite amount of stock entitled to
vote shall be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed; but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.
SECTION 6. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose, unless otherwise prescribed by statute or by the Articles of
incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Directors
or stockholders entitled to vote. Such request shall state the purpose of the
proposed meeting.
SECTION 7. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than 10 nor
more than 50 days before the date of the meeting.
SECTION 8. BUSINESS TRANSACTED. No business other than that stated in
the notice shall be transacted at any meeting without the unanimous consent of
all the stockholders entitled to vote thereat.
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SECTION 9. ACTION WITHOUT MEETING. Except as otherwise provided by the
Articles of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Articles of Incorporation or of
these By-Laws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.
SECTION 10. STOCKHOLDER NOMINATION OF DIRECTORS. Nominations for the
Board of Directors may be made by resolution of the Board of Directors or a
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of Directors. Notwithstanding the foregoing, any
stockholder may nominate one or more persons for election as Directors at a
meeting of the stockholders only if written notice of such stockholder's intent
to make such nomination or nominations has been given to the Secretary of the
Company not later than the close of business on the fifteenth day following the
date on which notice of such meeting or the record date thereof is first
publicly announced or, if earlier with respect to an election of Directors to be
held at the annual meeting of stockholders, ninety days prior to the date that
is one year from the date of the immediately preceding annual meeting of
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (c) a description of any arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
persons) pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated by the
Board of Directors; and (e) the consent of each nominee to serve as a Director
of the Company if so elected. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
SECTION 11. STOCKHOLDER PROPOSALS. Proposals for business to be
conducted and actions to be taken by the stockholders at any annual or special
meeting may be made by resolution of the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to vote at
such meeting. Notwithstanding the foregoing, any stockholder may propose
business to be conducted or actions to be taken at a meeting of the stockholders
only if written notice of such stockholder's intent to propose such business or
action has been given to the Secretary of the Company not later than the earlier
of (a) the close of business on the fifteenth day following the date on which
notice of such meeting or the record date thereof is first publicly announced,
and (b) ninety days prior to the date that is one year from the date of the
immediately preceding annual meeting of stockholders with respect to proposals
to be considered at an annual meeting of stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
proposal; (b) a representation that the stockholder is a holder of record of
stock of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to make the proposals specified in the notice;
(c) a copy of the proposal; and (d) such other information regarding the
proposal as is necessary to inform the stockholders with reasonable
particularity of the nature, purpose, intent and consequences of the proposal to
the Company if adopted. The presiding officer at the meeting may refuse to
acknowledge any proposal not made in compliance with the foregoing procedure.
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ARTICLE III-DIRECTORS
SECTION 1. NUMBER AND TERM. The number of Directors shall be not more
than 7. The Directors shall be elected at the annual meeting of stockholders and
each Director shall be elected to serve until his successor shall be elected and
shall qualify. The number of Directors may not be less than 3 except that where
all the shares of the corporation are owned beneficially and of record by either
one or two stockholders, the number of Directors may be less than 3 but not less
than the number of stockholders.
SECTION 2. RESIGNATIONS. Any Director, member of a committee or other
Officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. If the office of any Director, member of a
committee or other Officer becomes vacant, the remaining Directors in office,
though less than a quorum, by a majority vote may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
SECTION 4. REMOVAL. Any Director or Directors may be removed either for
or without cause at any time by the affirmative vote of the holders of
two-thirds of the Company's shares then entitled to vote at an election of
Directors, at a special meeting of stockholders duly called for such purpose,
and the vacancies thus created may be filled at the meeting held for the purpose
of removal by the affirmative vote of two-thirds in interest of the
stockholders, provided that any person elected as a Director pursuant hereto
must be duly nominated as provided in Article II, Section 10 of these By-Laws.
If the stockholders fail to fill the vacancies created by removal at such
special meeting, the vacancies shall be filled as provided in Article III,
Section 3 of these By-Laws.
SECTION 5. INCREASE IN NUMBER. The number of Directors may be increased
by amendment of these By-Laws by the affirmative vote of a majority of the
Directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional Directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.
SECTION 6. COMPENSATION. Directors shall not receive any stated salary
for their services as Directors or as members of committees, but by resolution
of the Board a fixed fee and expenses of attendance my be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an Officer,
Agent, or otherwise, and receiving compensation therefor.
SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
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ARTICLE IV-OFFICERS
SECTION 1. OFFICERS. The Officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman of the
Board, one or more Vice Presidents, and such Assistant Secretaries and Assistant
Treasurers as it may deem proper. None of the Officers of the corporation need
be Directors. The Officers shall be elected at the first meeting of the Board of
Directors after each annual meeting. More than two offices may be held by the
same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such Officers and Agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, if one be elected, shall preside at all meetings of the
Board of Directors and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
SECTION 4. PRESIDENT. The President shall be the Chief Executive
Officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the Office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some manner, he
shall execute bonds, mortgages, and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assist- and
Treasurer.
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SECTION 5. VICE-PRESIDENT. Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the Directors.
SECTION 6. TREASURER. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board shall prescribe.
SECTION 7. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and Directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect to do so, any such notice may be given by any person thereunto directed
by the President, or by the Directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation's stockholders and Directors in a
book to be kept for that purpose, and shall affix the seal to all instruments
requiring it, when authorized by the Directors or the President, and attest the
same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Directors.
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ARTICLE V-STOCK
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the Chairman or Vice-Chairman of the Board of Directors,
or the President or a Vice-President, and the Treasurer or Assistant Treasurer,
or the Secretary or Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof, and the
qualifications, limitations, or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in the General Corporation Law of
Nevada, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preference and/or rights. Where a certificate is
countersigned (1) by a Transfer Agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee, the
signatures of such persons may be facsimiles.
SECTION 2. LOST CERTIFICATES. New certificates of stock my be issued in
the place of any certificate therefore issued by the corporation, alleged to
have been lost or destroyed, and the Directors may, in their discretion, require
the owner of the lost or destroyed certificate or his legal representatives, to
give the corporation a bond, in such sum as they my direct, not exceeding double
the value of the stock, to indemnify the corporation against it on account of
the alleged loss of any new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other persons as the Directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 50 nor less than 10 days
before the day of such meeting, nor more than 50 days prior to any other action.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
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SECTION 5. DIVIDENDS. Subject to the provisions of the Articles of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the Directors from time to time in their
discretion deem proper working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL NEVADA." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.
SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. All checks, drafts, or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by an Officer or Officers, or Agent or Agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly
stated, and any notice so required shall be deemed, to be sufficient if given by
depositing the same in the United States Postal System, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Articles of Incorporation
of the corporation or these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed proper notice.
SECTION 10. NRS GOVERNANCE. The Board of Directors of the Company, by
virtue of this Section 10 of the By-Laws, elects not to be governed by Nevada
Revised Statutes Sections 78.378 through 78.3793 inclusive in connection with
the acquisition of common stock and options by TiNV1, Inc. approved by the Board
of Directors on August 28, 1998.
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ARTICLE VI-AMENDMENTS
These By-Laws may be altered and repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof if
notice thereof is contained in the notice of such special meeting by the
affirmative vote of a majority of the stock issued and outstanding or entitled
to vote thereat, or by the regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors, if notice thereof is contained in the
notice of such special meetings.
(SEAL)
AMENDED BY-LAWS AS OF AUGUST 31, 1998