Exhibit 3.3
BY-LAWS OF INTERNET SOLUTIONS FOR BUSINESS , INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company shall be held
at its office in the City of Las Vegas, Clark County, Nevada, at 10:00 o'clock
in the Morning on the fifth day of September in each year, 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 of the company to serve during
the ensuing year and for the transaction of such other business as may be
brought before the meeting. At least five days' written notice specifying the
time and place, when and where, the annual meeting shall be convened, shall be
mailed in a United States Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his or her, or its address last
known, as the same appears on the books of the company.
SECTION 2. Special meetings of the stockholders may be held at the office of the
company in the State of Nevada , or elsewhere, whenever called by the President,
or by the Board of Directors, or by vote of, or by an instrument in writing
signed by the holders of 10% of the issued and outstanding capital stock of the
company. At least ten days' written notice of such meeting, specifying the day
and hour and place, when and where such meeting shall be convened, and objects
for calling the same, shall be mailed in a United States Post Office, addressed
to each of the stockholders of record at the time of issuing the notice, at his
or her or its address last known, as the same appears on the books of the
company.
SECTION 3. If all the stockholders of the company shall waive notice of a
meeting, no notice of such meeting shall be required, and whenever all of the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken. The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and their' respective addresses
to which the same were mailed, shall be prima facie evidence of the manner and
fact of the calling and giving such notice. -If the address of any stockholder
does not appear upon the books of the company, it will be sufficient to address
any notice to such stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders of the
company, may be transacted at any special meeting or at any adjournment thereof.
Only such business, however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling such meetings,
but at any stockholders' meeting at which all of the outstanding capital stock
of the company is represented, either in person or by
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proxy, any lawful business may be transacted, and such meeting shall be valid
for all purposes.
SECTION 5. At the stockholders' meetings the holders of seventy five percent (75
%) in amount of the entire issued and outstanding capital stock of the company,
shall constitute a quorum for all purposes of such meetings.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend, in person or by proxy, at the time and place fixed by these
By-Laws for any annual meeting, or fixed by a notice as above provided for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as
originally called.
SECTION 6. At each meeting of the stockholders every stockholder shall be
entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the corporation, ten days
preceding the day of such meeting. The votes for directors, and upon demand by
any stockholder, the votes upon any question before the meeting, shall be viva
vote.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the Company, shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting is to be held, and for
ten days prior thereto. Only the persons- in whose names shares of stock are
registered on the books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of Attorney to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be opened and
closed; the proxies and ballots issued, received, and be taken in charge of, for
the purpose of the meeting, and all questions touching the qualifications of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of business shall be
as follows:
1. Reading and approval of the Minutes of previous meeting or meetings;
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2. Reports of the Board of Directors, the President, Treasurer and Secretary
of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
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ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of no less than
one person who shall be chosen by the stockholders annually, at the annual
meeting of the Company, and who shall hold office for one year, and until their
successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors by death, resignation,
disqualification or other cause, the stockholders, at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the Director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the principal office of the
company in the state of Nevada, or elsewhere, at such place or places as the
Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall hold its first
annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office of the
company in the City of Las Vegas , State of Nevada, or at such other venue as
decided by a unanimous vote of the Directors of the Company, on 13th of October
at 10:00 o'clock in the Morning. Notice of such regular meetings shall be mailed
to each Director by the Secretary at least three days previous to the day fixed
for such meetings, but no regular meeting shall be held void or invalid if such
notice is not given, provided the meeting is held at the time and place fixed by
these By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of the members
shall be present, even though without or of which notice shall have been waived
by all absentees, provided a quorum shall be present, shall be valid for all
purposes unless otherwise indicated in the notice calling the meeting or in' the
waiver of notice.
Any and all business may be transacted by any meeting of the Board of Directors,
either regular or special.
SECTION 5. A majority of the Board of Directors in office shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
be less than a quorum
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present, a majority of those present may adjourn from time to time, until a
quorum shall be present, and no notice of such adjournment shall be required.
The Board of Directors may prescribe rules not in conflict with these By-Laws
for the conduct of its business; provided, however, that in the fixing of
salaries of the officers of the corporation and in any modification to the
capital structure of the corporation, the unanimous action of all of the
Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation.
SECTION 7. The Directors shall be allowed and paid all necessary expenses
incurred in attending any meeting of the Board, but shall not receive any
compensation for their services as Directors until such time as the company is
able to declare and pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the stockholders at
annual meetings of the stockholders of the condition of the company, and shall,
at request, furnish each of the stockholders with a true copy thereof. The Board
of Directors in its discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders called for the purpose of
considering any such contract or act, which, it approved, or ratified by the
vote of the holders of a majority of the capital stock of the company
represented in person or by proxy at such meeting, provided that a lawful quorum
of stockholders be there represented in person or by proxy, shall be valid and
binding upon the corporation and upon all the stockholders thereof, as if it had
been approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to time to
provide for the management of the offices of the company in such manner as they
see fit, and in particular from time to time to delegate any of the powers of
the Board in the course of the current business of the company toady standing or
special committee or to any officer or agent and to appoint .any persons to be
agents of the company with such powers (including the power to sub delegate),
and upon such terms as maybe deemed fit.
SECTION 10. The Board of Directors is vested with the complete and. Unrestrained
authority in the management of all the affairs of the company, and is authorized
to exercise for such purpose as the - General Agent of the Company, its entire
corporate authority.
SECTION 11. The regular order of business at meetings of the Board of Directors
shall be as follows:
1. Reading and approval of the minutes of any previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers:
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4. Unfinished business;
5. New business;
6. Adjournment.
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ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each meeting after the
annual meeting of stockholders, shall elect a President, a Vice-President, a
Secretary and a Treasurer, to hold office for one year next coming, and until
their successors are elected and qualify. The offices of the Secretary and
Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the Board of Directors.
The Board of Directors may from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the company as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents, and factors of the company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
SECTION 2. The President shall be the executive officer of the company and shall
have the suspension and, subject to the control of the Board of Directors, the
direction of the Company's affairs,-_ with full power to execute all resolutions
and orders of the Board of Directors not especially entrusted to some other
officer of the company. He shall be a member of the Executive Committee, and the
Chairman thereof; he shall preside at all meetings of the Board of Directors,
and at all meetings of the stockholders, and shall sign the Certificates of
Stock issued by the company, and shall perform such other duties as shall be
prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the powers and perform
all the duties of the President in his absence or inability to act, including
the signing of the Certificates of Stock issued by the company, and he shall so
perform such other duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the funds and securities
of the company. When necessary or proper he shall endorse on behalf of the
company for collection checks, notes, and other obligations; he shall deposit
all monies to the credit of the company in such bank or banks or other
depository as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made by the company, except as herein otherwise
provided. He shall sign with the President all bills of exchange and promissory
notes of the company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and such other
property belonging to the company as the Board of Directors shall designate; he
shall sign all papers required bylaw or by those By-Laws or the Board of
Directors to be signed by the Treasurer. Whenever required by the Board of
Directors, he shall render a statement of his cash account; he shall enter
regularly in the books of the company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on
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account of the company. He shall at all reasonable times exhibit the books of
account to any Directors of the company during business hours, and he shall
perform all acts incident to the position of Treasurer subject to the control of
the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to the
company conditioned for the faithful performance of all his duties as Treasurer
in such sum, and with such surety as shall be approved by the Board of
Directors, with expense of such bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who shall
have such powers and perform such duties as may be prescribed for him by the
Treasurer of the company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the company in
such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company;
SECTION 6. The Secretary shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all meetings of the stockholders and of the
Executive Committee in books provided for that purpose. He shall attend to the
giving and serving of all notices of the company; he may sign with the President
or Vice-President, in the name of the Company, all contracts authorized by the
Board of Directors or Executive Committee; he shall affix the corporate seal of
the company thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the company; he
shall affix the corporate seal to all certificates of stock duly issued by the
company; he shall have charge of Stock Certificate Books, Transfer books and
Stock Ledgers, and such other books and papers as the Board of Directors or the
Executive Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the office of the
company during business hours, and he shall, in general, perform all duties
incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary who shall
have such powers and perform such duties as may be prescribed for him by the
Secretary of the company or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority in behalf of the company to attend and to
act and to vote at any meetings of the stockholders of any corporation in which
the company may hold stock, and at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock,
and which as the new owner thereof, the company might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers on any person or persons in place of the President to
represent the company for the purposes in this section mentioned.
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ARTICLE IV
CAPITAL STOCK
SECTION 1. Any alterations to the capital stock of the Company, including but
not limited to the issue of authorized but unissued stock, shall require the
unanimous action of all the Directors of the Company.
SECTION 2. Ownership of stock in the company shall be evidenced by certificates
of stock in such forms as shall be prescribed by the Board of Directors, and
shall be under the seal of the company and signed by the President or the
Vice-President and also by the Secretary or by an Assistant Secretary. All
certificates shall be consecutively numbered; the name of the person owning the
shares represented thereby with the number of such shares and the date of issue
shall be entered on the company's books. No certificates shall be valid unless
it is signed by the President or Vice-President and by the Secretary or
Assistant Secretary. All certificates surrendered to the company shall be
canceled and no new certificate shall be issued until the former certificate for
the same number of shares shall have been surrendered or canceled.
SECTION 3. No transfer of stock shall be valid as against the company except on
surrender and cancellation of the certificate therefor, accompanied by an
assignment or transfer by the owner therefor, made either in person or under
assignment, a new certificate shall be issued therefor. Whenever any transfer
shall be expressed as made for collateral security and not absolutely, the same
shall be so expressed in the entry of said transfer on the books of the company.
SECTION 4. The Board of Directors shall have power and authority to make all
such rules and regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the company. The Board of Directors may appoint a transfer
agent and a registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of the
stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such- periods as from time to time
may be fixed by the Board of Directors, and during such periods no stock shall
be transferable.
SECTION 6. Any person or persons applying for a certificate of stock in lieu of
one alleged to have been lost or destroyed, shall make affidavit or affirmation
of the fact, and shall deposit with the company an affidavit. Whereupon, at the
end of six months after the deposit of said affidavit and upon such person or
persons giving Bond of Indemnity to the company with surety to be approved by
the Board of Directors in double the current value of stock against any damage,
loss or inconvenience to the company, which may or can arise in consequence of a
new or duplicate certificate being issued in lieu of the one lost or missing,
the Board of Directors may cause to be issued to such person or persons a
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new certificate, or a duplicate of the certificate, so lost or destroyed. The
Board of Directors may, in its discretion refuse to issue such new or duplicate
certificate save upon the order of some court having jurisdiction in. such
matter, anything herein to the contrary notwithstanding.
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ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada shall be at 5038
Bond St., Las Vegas and the company may have a principal office in any other
state or territory as the Board of Director may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and Articles
of Incorporation of the company shall be kept at its principal office in the
County of Clark, state of Nevada, for the inspection of all who are authorized
or have the right to see the same, and for the transfer of stock. All other
books of the company shall be kept at such places as may be prescribed by the
Board of Directors.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and above the
capital stock paid in, S&I an amount in its discretion as it may deem advisable
to fix as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the company in excess of the amounts so reserved, and pay
the same to the stockholders of the company, and may also, if it deems the same
advisable, declare stock dividends of the unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than checks in payment of
indebtedness incurred by authority of the Board of Directors) involving the
payment of monies or the credit of the company for more than $10,000 dollars,
shall be made without the authority of the Board of Directors, or of the
Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all agreements
and contracts shall be signed by the President and the Secretary in the name and
on behalf of the company, and shall have the corporate seal thereto affixed.
SECTION 4. All monies of the corporation shall be deposited when and as received
by the - Treasurer in such bank or banks or other depository as may from time to
time be designated by the Board of Directors, and such deposits shall be made in
the name of the company.
SECTION 5. No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid or against the company unless the same shall be
signed by the President or a Vice-President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice-President, or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of the company in all its duly authorized
depositories.
SECTION 6. No loan or advance of money shall be made by the company to any
stockholder or officer therein, unless the Board of Directors shall otherwise
authorize.
SECTION 7. No director nor executive officer of the company shall be entitled to
any salary or compensation for any services performed for the company, unless
such salary or compensation shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell, or otherwise
deal in stocks or bonds or securities of any other corporation, if and as often
as the Board of Directors shall so elect.
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SECTION 9. The Directors shall have power to authorize and cause to be executed,
mortgages, and liens without limit as to amount upon the property and franchise
of this corporation, and pursuant to the affirmative vote, either in person or
by proxy, of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in any manner of
the whole property of this corporation.
SECTION 10. Any motion to dispose of more than 25% of the Company's interest in
any subsidiary company shall require the unanimous vote of the entire Board of
Directors of the Company.
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ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a vote of, or a consent in writing signed by the
holders of fifty-one percent (51%) of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the directors of
the above named corporation, do hereby consent to the foregoing By-Laws and
adopt the same as and for the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 26th day of February
1999.
Niall Duggan
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