BY LAWS
Of
RAPID OCEAN CARRIERS INC
A LIBERIAN CORPORATION
ARTICLE I
SECTION 1. Registered Office. -- The registered office of the
corporation shall be in Monrovia, Liberia.
SECTION 2. Other Offices. -- The corporation may also have
offices at such other places as the board of directors may from time to time
appoint or the business may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meeting. -- All meetings of the
stockholders of the corporation shall be held at the office of the corporation
in Monrovia, Liberia unless otherwise specified in the notice thereof or waiver
of notice; provided, however, that this is subject to Section 4 of this Article;
and provided further that the directors, by the affirmative vote of a majority
of their number, may change the place for the holding of the stockholders'
meeting to any place without Monrovia, Liberia.
SECTION 2. Annual Meeting. -- Subject to the provisions of
Sections 1 and 4 of this Article, the Annual Meeting of the stockholders of the
corporation is hereby designated to be held at its office in Monrovia, Liberia
unless otherwise specified in the notice thereof or waiver of notice thereof, at
the hour of two o' clock in the afternoon, on the 14th day of March 1997, and in
each year thereafter if not a legal holiday, and if a legal holiday, then on the
next succeeding day, not a legal holiday, for the purpose of electing directors
and for the transaction of such other business as may be brought before the
meeting. If for any reason said meeting shall not to be held at the time herein
provided, the same may be held at any time thereafter, upon notice or waiver of
notice as herein after provided, or the business thereof may be transacted at
any special meeting called for that purpose.
SECTION 3. Special Meetings. -- Special meetings of the
stockholders may be called by the president, or by the order of the Board of
Directors, whenever they deem it necessary, and it shall be their duty to order
and call such meeting whenever persons holding not less than one-fifth of the
outstanding capital stock of the corporation entitled to be voted at such
meeting shall in writing request the same. The business of such special meeting
shall be confined to the objects stated in the notice thereof.
SECTION 4. Notice of Meetings.-- Notice of the time and place
of the annual and of any special meeting of the stockholders shall be given by
the secretary to each stockholder entitled to vote at such meeting by posting
the time in a postage prepaid letter addressed to each such stockholder at the
address left with the secretary of the corporation, or at his last known
address, or
by delivering the same personally, at least thirty days prior to such meeting.
The notice of a special meeting shall also set forth the objects of the meeting.
All or any of the stockholders may waive notice of any meeting, before or after
the holding of such meeting, and the presence of a stockholder at any meeting,
in person or by proxy, shall be deemed a waiver of notice thereof by him.
Meetings of the stockholders may be held at any time and place for any purpose,
without notice, when all of the stockholders entitled to vote at such meetings
are present in person or by proxy or by telephone conference or when all of such
stockholders waive notice and consent to the holding of such meeting.
SECTION 5. Voting at Stockholders' Meetings. -- At all
meetings of the Stockholders, each holder of stock of the corporation having the
right to vote at such meeting shall be entitled to one vote for each share
standing registered in his name at the time of the closing of the transfer books
for said meeting, or if such transfer books shall not have been closed then for
each such share of stock standing registered in his name at the time fixed by
the board of directors as prescribed in Section 6 of Article VI of these
by-laws.
In the case of shares issued to bearer, the bearer of a certificate or
certificates representing such shares entitled to vote, shall be entitled to one
vote at any meeting of the stockholders for each share of stock entitled to vote
at such meeting, represented by such certificate, upon presentation of such
meeting of such certificate or certificates, or upon other evidence of ownership
as may be prescribed by the board of directors.
SECTION 6. Proxies. -- Each holder of stock shall be entitled
to one vote in person or by proxy appointed by an instrument in writing,
subscribed by such stockholder, or by duly authorized attorney.
SECTION 7. Manner of voting. -- All elections shall be by
ballot, and all questions shall be decided by a majority vote.
SECTION 8. Stock Register. -- The officer of agent having
charge of the stock register shall keep a complete alphabetical list of the
stockholders entitled to vote, together with the residence of each and the
number of shares held by each, which list and stock register shall be kept on
file at any office of the corporation. The stock register shall be the only
evidence as to who are the stockholders entitled to vote at any meeting of the
stockholders thereof. In the case of shares issued to bearer such stock register
shall state the number of shares so issued, the date of issue, and that such
shares are fully paid and non-assessable.
SECTION 9. Quorum. -- The holders for the time being of a
majority of the total number of shares of stock issued and out-standing and
entitled to be voted at any meeting, represented in person or by proxy, shall
constitute a quorum for the transaction of business, unless the representation
of a large number shall be required by law. In the absence of a quorum, the
stockholders attending or represented at the time and place at which a meeting
shall have been called, may adjourn the meeting from time to time until a quorum
shall be present. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted by a
quorum of stockholders at the meeting as originally convened.
SECTION 10. Presiding officer and secretary. -- The President,
and in his absence, any vice-president, shall call meetings of the stockholders
to order and shall act as a chairman of such meetings; but, in the absence of
the President and the vice-president, the board of directors may appoint any
stockholder to act as chairman of the meeting, and, in default of an appointment
by the board of directors of a chairman, the stockholders may elect a chairman
to preside at the meeting. The secretary of the corporation shall act as
secretary of all meetings of the stockholders, but in his absence the presiding
officer of the stockholders may appoint any person to act as secretary of the
meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Election, Qualification and Vacancies. -- The
property and business of the corporation shall be managed and controlled by the
board of directors , which shall consist of three (3) members as may from time
to time be determined by the stockholders. They shall be elected by the
stockholders, and shall serve for one year or until the election and
qualification of their successor. In the event of a vacancy in the board of
directors through death, resignation, disqualification or other cause , the
remaining directors, by the affirmative vote of a majority thereof, shall have
the power to fill such vacancy for any unexpired term. Directors may act and
vote either in person or by proxy. In case though that all shares are owned by
one person , then, there may be elected a Sole Director, having the same
authority as of that of the Board of Directors.
SECTION 2. Place of meeting. -- Any meeting of the board of
directors may be held at such places as may be from time to time established by
resolution of the board or which may be agreed to in writing by all the
directors of the corporation.
SECTION 3. Regular Meetings. -- Regular meetings of the board
shall be held upon such notice, or without notice, as the board of directors may
by resolution from time to time determine.
SECTION 4. Special Meetings. -- Special Meetings of the board
shall be held whenever called by the President on two days notice to each
director, either in person or by mail or by telegraph or by telephone
conference. Special meetings of the board may be held for any purpose, without
notice, whenever all the directors are present, or shall waive notice of and
consent to the holding of such meeting.
SECTION 5. Quorum. -- A majority of the directors elected
shall constitute a quorum for the transaction of business. In the absence of a
quorum , the directors present in person, or by proxy, at the time and place at
which the meeting shall have been called may adjourn the meeting from time to
time, and from place to place until a quorum shall be present. The act of a
majority of the directors present in person or by proxy at a meeting at which a
quorum is present shall be the act of the board of directors.
SECTION 6. Compensation. -- The directors, as such, shall not
receive any stated salary for their services, but by resolution of the board, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the board; provided , that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation thereof. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.
SECTION 7. Voting Other Shares. -- The directors shall have
power to determine who shall be entitled to vote in the name and behalf of the
corporation upon, or to assign, and transfer, ant shares of stock, bonds, or
other securities of other companies held by the corporation.
ARTICLE IV
EXECUTIVE COMMITTEE.
SECTION 1. Appointment and Vacancies.-- There may be an
executive committee of two or more directors of whom the president shall be one
designated by resolution passed by a majority of the whole board. Vacancies in
the membership of said committee shall be filled by the board and directors at a
regular meeting, or at a special meeting called for that purpose.
SECTION 2. Meetings and Powers. -- The executive committee may
meet at stated times or on notice to all by any of their own number. During the
intervals between meetings of the board such committee shall advice with and aid
the officers of the corporation in all matters concerning its interests and the
management of its business, and generally perform such duties and exercise such
powers as may be directed or delegated by the board of directors from time to
time. The board may delegate to such committee authority to exercise all the
powers of the board while the board is not in session.
SECTION 3. Minutes. -- The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required.
ARTICLE V
OFFICERS
SECTION 1. Election, Term, and Vacancies -- The board of
directors shall appoint a president, a secretary and a treasurer for the
corporation. The board of directors may also appoint, from time to time, a
vice-president and/or 2nd vice-president and such Assistant secretaries,
Assistant Treasurer and other officers, agents, factors and employees as may be
deemed necessary. Officers elected by the board of shall hold office for one
year, or until their successors are elected and qualify, provided, that any
officer may be removed at any time by the affirmative vote of a majority of the
whole board. Vacancies occurring among the officers of the corporation shall be
filled, and their salaries fixed, by the board of directors. No officer need be
a director, and any person may hold two or more offices, except those of the
President and Vi se-President.
SECTION 2. President.--- The President shall be the chief
executive officer of the corporation, and shall preside at all meetings of the
stockholders and directors. He shall have general and active management of the
business of the corporation, subject to the board of directors, and shall see
that all orders and resolutions of the board are carried into effect. He shall
execute contracts and other obligations authorized by the board, and may,
without previous authority of the board, make such contracts as the ordinary
business of the corporation shall require. He shall have the usual powers and
duties vested in the office of President of a corporation, but may delegate any
of his powers to the vice-president. He shall have the power to select and
appoint all necessary officers and servants of the corporation, except those
selected by the board of directors, and to remove all such officers and
servants, except those selected by the boars of directors, and make new
appointments to fill the vacancies.
SECTION 3. Vice-president -- The vice-president , if any,
shall be vested with all the powers and require to perform all the duties of the
President, in the event of the latter absence or disability, and also such of
said powers and duties as the president from time tot time delegate to him. He
shall have such other powers and perform such other duties as may be assigned to
him by the board of directors. The 2nd vice-president, if any, shall be vested
with all powers and required to perform all the duties of the president in the
event of the absence or disability of both the president and the vice-president,
and also of such powers and duties as the president may from time to time
delegate to him or which he may have assigned to him by the board of directors.
SECTION 4. Secretary. -- The secretary shall attend all
meetings of the stockholders, of the board of directors and of the executive
committee, and record the votes and proceedings of such meetings, in a book to
be kept for that purpose. He shall keep the corporate seal in safe custody and
affix it to any instrument requiring the same. He shall attend to the giving and
serving of notices of meetings, and shall have charge of such books and papers
as properly belong to his office, or as may be committed to his care by the
board of directors or executive committee. He shall also perform such other
duties as appertain to his office or as may be required by the board of
directors. The assistant secretary, if any, shall be vested with all of the
powers and required to perform all of the duties of the secretary in the event
of the latter absence or disability and also such of said powers or duties as
the president or board of directors may from time to time delegate to him.
SECTION 5. Treasurer -- The treasurer shall have the custody
of the corporate funds and securities and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designed by the board of directors. He shall disburse the
facts of the corporation as may be ordered by the board, taking proper vouchers
for such disbursements, and shall render to the president or board of directors,
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the company. The assistant treasurer, if any,
shall be vested with all of the powers and required to perform all of the duties
of the treasurer in the event of the latter's absence or disability and also
such of said power or duties as the president may from time to time delegate to
him.
SECTION 6. Oaths and Bonds.-- The board of directors may by
resolution require any officers, agents or employees of the corporation to give
oaths or to furnish bonds for the faithful performance of their respective
duties.
SECTION 7. Signatures. -- All checks, drafts, or orders for
payment of money, and all acceptances, bills of exchange and promissory notes
shall be signed by any officer or officers of the company designated by
resolution of the board of directors.
SECTION 8. Vacancies. -- Vacancies occurring in any of the
offices of the company may be filled for the unexpired term by the original
appointive power.
SECTION 9. Delegation of Duties. -- In the event of death,
resignation, retirement, disqualification, disability, sickness, absence,
removal from office or refusal to act of any officer or agent of the
corporation, or for any reason that the board of directors or executive
committee may delegate the powers and duties of such officer or agent to any
other officer or agent, or to any director, for the time being.
ARTICLE VI
SHARES OF STOCK
SECTION 1. Certificates of stock. -- All certificates for
shares of the capital stock of the company shall be in such form, not
inconsistent with the law and the articles of incorporation of the company, as
may be approved by the board of directors, and be signed by the president or
vice-president and by the secretary or treasurer of the company. All
certificates of stock shall be consecutively numbered, and the name of the
persons owning the shares represented thereby, to together with the number of
such shares and the date of issue, shall be entered on the books of the company.
SECTION 2. Bearer shares -- Shares may be issued to bearer
only if they are fully paid and not-assessable.
SECTION 3. Registered Stockholders. -- The corporation shall
be entitled to treat the holder of record of any share or shares of stocking
this company as the holder in fact thereof, and shall not be bound to recognize
any equitable or other reclaim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof, save
as expressly provided by the laws of the Republic of Liberia.
SECTION 4. Bearer Register -- In the case of shares issued to
bearer, the stock register shall state the number of shares issued, the date of
issue, and that such shares are fully paid and non-assessable.
SECTION 5. Cancelled and Lost Certificate . -- All surrendered
certificates of stock shall be cancelled, and no new certificate shall be issued
until a like certificate for the same number of shares shall have been
surrendered and cancelled. Any person claiming a certificate of stock to be lost
or destroyed shall make an affidavit or affirmation of that fact, and shall
advertise the same in such matter as the board of directors may require, give
the corporation a bond of indemnity in such sum as they may direct, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to have been lost or destroyed.
SECTION 6. Transfers of Shares. -- Transfers of stock shall be
made on the books of the corporation by the holder in person or by attorney,
upon the surrender and cancellation of the certificate or certificates for such
shares; but the board of directors may appoint a bank or trust company to act as
the transfer agent or registrar of transfers of such certificates. The transfer
books of the company may be closed for such period as the board of directors
shall direct but not exceeding forty days prior to the day of the annual or any
special meeting of the stockholders, and may also be closed by the board for
such time as may be deemed advisable for dividend purposes, during which time no
stock shall be transferable. The directors may also fix a day no more than forty
days prior to the holding of any meeting as the day of which stockholders, other
than the holders of shares issued to bearer , entitled to notice of and to vote
at such meeting shall be determined, in which event, only stockholders of record
on such day shall be entitled to notice of vote at such meeting. Shares issued
to bearer shall be transferable by delivery of the certificate or certificates
representing such shares.
SECTION 7. Addresses of Stockholders.-- Every stockholder
shall furnish the secretary with an address to which notices of meetings and all
other notices may be addressed, but in default thereof, such notices may be sent
to stockholders at their last known address or at the principal office of the
company, except as provided in the second paragraph of Section 4 of Article 11
of these by-laws.
SECTION 8. Regulations. --. The Board of Directors shall have
the power and authority to make such rules and regulations as they may deem
expedient governing the issue, transfer and registration of the certificates for
shares of the capital stock of the company.
ARTICLE VIII
DIVIDENDS
SECTION 1. Dividends and Reserves. -- Before payment of any
dividend or making any distribution of profits, the board of directors may set
aside out of the surplus or net profits of the corporation, such sum or sums in
their absolute discretion they may deem proper as a reserve fund for
depreciation, renewal, repair, and maintenance or for such other purpose as the
directors shall think conducive to the interests of the corporation. Dividends
upon the issued and outstanding stock of the company may be declared at any
regular or special meeting of the board of directors.
SECTION 2. Stock Dividends- When the directors shall so
determine, dividends may be paid in stock of the corporation; provided the stock
requisite for such purpose shall be authorizes and provided, if such stock has
not therefore been issued, there shall be transferred from surplus to the
capital of the corporation an amount at least equal to that for which such stock
could be lawfully issued.
ARTICLE VIII
PRE-EMPTIVE RIGHTS
After the original issue of stock, every stockholder of the
corporation shall upon the issuance of any stock of the corporation of the same
class as that which has already holds, have the right to purchase his pro-rata
share of such stock at the price at which it is offered to others.
ARTICLE IX
FISCAL YEAR
The fiscal year of the company shall commence on the first day
of January in each year.
ARTICLE X
SEAL
The corporate seal is, and until otherwise ordered and
directed by the board of directors shall be an impression upon paper or wax, in
the following form:
ARTICLE XI
AMENDMENTS
These by-laws may be altered, amended or repealed by the vote
of either a majority or the stockholders entitled to vote at any regular or
special meeting of the stockholders, or a two-thirds majority of all of the
directors at any meeting of the board, provided notice of such proposed
alteration, amendment or repeal shall have been included in the notice of such
meeting or shall have been waived by all of the stockholders or directors, or at
any regular or special meeting of the stockholders or directors at which all of
the stockholders or directors are present, without such notice or waiver of
notice.