RESTATED BYLAWS
BYLAWS FOR THE REGULATION, EXCEPT AS OTHERWISE
PROVIDED BY STATUTE OR ITS ARTICLES OF INCORPORATION
OF
NATEXCO CORPORATION
a Nevada corporation
ARTICLE I. OFFICES.
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SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the
corporation shall initially be fixed and located at 3255 Norfolk Road, Victoria,
British Columbia, Canada V8R 6H5. The Board of Directors (hereinafter the
"Board") is granted full power and authority to change said principal executive
office from one location to another within or without the State of Nevada. Any
such change shall be noted in the Bylaws opposite this Section or this Section
may be amended to state the new location.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may be established at
any time by the Board at any place or places.
ARTICLE II. STOCKHOLDERS.
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SECTION 1. PLACE OF MEETINGS. Meetings of stockholders shall be held either at
the principal executive office of the corporation or at any other place within
or without the State of Nevada which may be designated by the Board.
SECTION 2. ANNUAL MEETINGS. The annual meetings of stockholders shall be held on
such date and at such time as may be fixed by the Board. At such meetings,
directors shall be elected and any other proper business may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be called
at any time by a majority of the Board (acting in accordance with Section 8 of
Article III) or the Chairman of the Board. Upon request in writing to the
Chairman of the Board, by any person (other than the Board) entitled to call a
special meeting of stockholders, the Secretary or designated officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within five (5) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual or
special meeting of stockholders shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote thereat. Such notice shall state the place, date and hour of the meeting
and in the case of a special meeting, the purpose or purposes for which the
meeting is called. Such written notice must be signed by the Chairman, Chief
Executive Officer or Secretary or any person authorized to call a Special
Meeting.. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
Notice of a stockholders' meeting shall be given either personally or by
mail or by other means of written communication, addressed to the stockholder at
the address of such stockholder appearing on the books of the corporation or
given by the stockholder to the corporation for the purpose of notice. Notice by
mail shall be deemed to have been given at the time a written notice is
deposited in the United States' mail, postage prepaid. Any other written notice
shall be deemed to have been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for transmission, or actually
transmitted by the person giving the notice by electronic means, to the
recipient.
SECTION 5. NOTICE OF BUSINESS. At any meeting of stockholders, only such
business shall be conducted as shall have been brought before the meeting (a) by
or at the direction of the Board, or (b) by a stockholder of record entitled to
vote at such meeting who complies with the notice procedures set forth in this
Section. For business to be properly brought before a meeting by such a
stockholder, the stockholder shall have given timely notice thereof in writing
to the Secretary of the corporation. To be timely, such notice shall be
delivered to or mailed and received at the principal executive office of the
corporation not less than thirty days nor more than ninety days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than forty days' notice
of the date of the meeting is given by the corporation, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or otherwise given. Such stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting, and in the event that such business includes a proposal to
amend either the Articles of Incorporation or the Bylaws of the corporation, the
language of the proposed amendment, (b) the name and address of the stockholder
proposing such business, (c) the class and number of shares of stock of the
corporation which are owned by such stockholder, and (d) any material personal
interest of such stockholder in such business. If notice has not been given
pursuant to this Section, the Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that the proposed business was not
properly brought before the meeting, and such business may not be transacted at
the meeting.
SECTION 6. NOTICE OF BOARD CANDIDATE. At any meeting of stockholders, a person
may be a candidate for election to the Board only if such person is nominated
(a) by or at the direction of the Board, (b) by any nominating committee or
person appointed by the Board, or (c) by a stockholder of record entitled to
vote at such meeting who
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complies with the notice procedures set forth in this Section. To properly
nominate a candidate, a stockholder shall give timely notice of such nomination
in writing to the Secretary of the corporation. To be timely, such notice shall
be delivered to or mailed and received at the principal executive office of the
corporation not less than thirty days nor more than ninety days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than forty days' notice
of the date of the meeting is given by the corporation, notice of such
nomination to be timely must be so received not later than the close of business
on the tenth day following the day on which such notice of the date of the
meeting was mailed or otherwise given. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes to
nominate (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of stock of the corporation which are owned by the
person, and (iv) any other information relating to the person that would be
required to be disclosed in a solicitation of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934; and (b) as
to the stockholder giving the notice (i) the name and address of such
stockholder and (ii) the class and number of shares of stock of the corporation
owned by such stockholder. The corporation may require such other information to
be furnished respecting any proposed nominee as may be reasonably necessary to
determine the eligibility of such proposed nominee to serve as a director of the
corporation. No person shall be eligible for election by the stockholders as a
director at any meeting unless nominated in accordance with this Section.
SECTION 7. QUORUM AND ADJOURNMENT. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum for holding all meetings of stockholders,
except as otherwise provided by applicable law or by the Articles of
Incorporation; PROVIDED, HOWEVER, that the stockholders present at a duly called
or held meeting at which a quorum is present may continue to transact business
until adjournment notwithstanding the withdrawal of enough stockholders to leave
less than a quorum, if any action taken (other than adjournment) is approved by
at least a majority of the shares required to constitute a quorum. If it shall
appear that such quorum is not present or represented at any meeting of
stockholders, the Chairman of the meeting shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. The Chairman of the meeting may determine that a quorum is
present based upon any reasonable evidence of the presence in person or by proxy
of stockholders holding a majority of the outstanding votes, including without
limitation, evidence from any record of stockholders who have signed a register
indicating their presence at the meeting.
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SECTION 8. VOTING. In all matters, when a quorum is present at any meeting, the
vote of the holders of a majority of the capital stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of applicable law or of the Articles of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question. Such vote may be viva voce or by written ballot;
PROVIDED, HOWEVER, that the Board may, in its discretion, require a written
ballot for any vote, and further provided that all elections for directors must
be by written ballot upon demand made by a stockholder at any election and
before the voting begins.
Unless otherwise provided in the Articles of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.
SECTION 9. RECORD DATE. The Board may fix, in advance, a record date for the
determination of the stockholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
actions. The record date so fixed shall be not more than sixty (60) days nor
less than ten (10) days prior to the date of the meeting nor more than sixty
(60) days prior to any other action.
SECTION 10. CONSENT OF ABSENTEES; WAIVER OF NOTICE. The transactions of any
meeting of stockholders, however called and noticed, and wherever held, are as
valid as though had a meeting been duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice, or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Neither the business to be
transacted at nor the purpose of any regular or special meeting of stockholders
need be specified in any written waiver of notice.
SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so
either in person or by one or more persons authorized by a written proxy
executed by such stockholder and filed with the Secretary. Any proxy duly
executed is not revoked and continues in full force and effect until revoked by
the person executing it prior to the vote pursuant thereto by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting; PROVIDED,
HOWEVER, that no proxy shall be valid after expiration of three (3) months from
the date of its execution unless otherwise provided in the proxy.
SECTION 12. JUDGES OF ELECTION. The Board may appoint a Judge or Judges of
Election for any meeting of stockholders. Such Judges shall decide upon the
qualification of the voters and report the number of shares represented at the
meeting and entitled to vote, shall conduct the voting and accept the votes and
when the voting is completed shall ascertain and report the number of shares
voted respectively for and
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against each position upon which a vote is taken by ballot. The Judges need not
be stockholders, and any officer of the corporation may be a Judge on any
position other than a vote for or against a proposal in which such person shall
have a material interest.
SECTION 13. STOCKHOLDER LISTS. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any lawful
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten 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 at the place of the meeting, and the list shall also be available at
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 14. ACTION WITHOUT MEETING. Unless otherwise provided by the Articles of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any annual or special
meeting, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III. DIRECTORS.
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SECTION 1. POWERS. Subject to the limitations of the Articles of Incorporation
or these Bylaws or the Nevada Revised Statutes, Chapter 78, relating to action
required to be approved by the stockholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board. The Board may
delegate the management of the day-to-day operation of the business of the
corporation to management or other persons provided that the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly
declared that the Board shall have the following powers in addition to the other
powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents and
employees of the corporation, prescribe the powers and
duties for them as may not be inconsistent with law, with
the Articles of Incorporation or these Bylaws and fix their
compensation.
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(b) To conduct, manage and control the affairs and business of
the corporation and to make such rules and regulations
therefor not inconsistent with law, or with the Articles of
Incorporation or these Bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe
the forms of certificates of stock, and to alter the form
of such seal and such certificates from time to time as in
their judgment they may deem best.
(d) To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such
consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purposes of
the corporation, and to cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidences of debt and securities
therefor.
SECTION 2. NUMBER OF DIRECTORS. The authorized number of directors of the
corporation shall be fixed from time to time by resolution adopted by the Board,
but such number shall be no less than three (3) and no more than seven (7).
SECTION 3. ELECTION AND TERM OF OFFICE. Directors shall be elected at the annual
meeting of stockholders and each director shall hold office until his successor
is elected and qualified or until his death, retirement, earlier resignation or
removal.
SECTION 4. VACANCIES. Any director may resign effective upon giving written
notice to all current members of the Board of Directors. Unless the notice
specifies a later time for the effectiveness of such resignation, the
resignation shall be effective the day the notice is posted via registered mail
with facsimile sent to the Secretary. Vacancies in the Board may be filled by
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his or her
successor is elected at an annual or special meeting of the stockholders.
SECTION 5. PLACE OF MEETING. Regular or special meetings of the Board shall be
held at any place designated from time to time by the Board. In the absence of
such designation, regular meetings shall be held at the principal executive
office of the corporation.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board shall be set at the
prior Board meeting for such dates, times and places as the Board may establish
from time to time. Additional call and notice of all regular meetings of the
Board are hereby dispensed with.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board, the Chief
Executive Officer or by any two (2) directors.
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Special meetings of the Board shall be held upon four (4) days' written
notice delivered by courier or on twenty-four (24) hours' notice given
personally or by telephone, telegraph, telex or other similar means of
communication. Notwithstanding the notice provisions of this section 7, such
notice must be sent with the reasonable expectation that it will be personally
received by the Director and telephonic conference arrangements provided to all
directors who request to participate by phone. Any such notice shall be
addressed or delivered to each director at such director's address as it is
shown upon the records of the corporation or as may have been given to the
corporation by the director for purposes of notice or, if such address is not
shown on such records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held.
Notice by courier shall be deemed to have been given at the time a
written notice is deposited in the with a reputable regional or international
courier company that guarantees delivery within 48 hours of deposit. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission
or actually transmitted by the person giving the notice by electronic means, to
the recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.
SECTION 8. QUORUM AND VOTING. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum. Until the
authorized number of directors of the corporation is filled at five (5) or
greater and at least one Board meeting is held with a minimum of 5 directors
participating, every act or decision done or made must be by the unanimous vote
of all directors then in office, and no other act or decision shall be regarded
as the act of the Board. Thereafter, every act or decision done or made by a
majority vote of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board.
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.
SECTION 10. WAIVER OF NOTICE. The transactions of any meeting of the Board,
however called and noticed, and wherever held, are as valid as though had a
meeting been duly held after regular call and notice if a quorum be present and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
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SECTION 11. ADJOURNMENT. A majority of the directors present, whether or not a
quorum is present, may adjourn any directors' meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the meeting adjourned. If
the meeting is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.
SECTION 12. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by the Board.
SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken
by the Board or committee thereof may be taken without a meeting if all members
of the Board or committee shall individually or collectively consent in writing
to such action. Such consent or consents shall have the same effect as a
unanimous vote of the Board or committee and shall be filed with the minutes of
the proceedings of the Board or committee.
SECTION 14. COMMITTEES. The Board shall appoint an audit committee and a
compensation committee and may appoint one (1) or more other committees, each
consisting of two (2) or more directors, and delegate to such committees any of
the authority of the Board except with respect to:
(a) The approval of any action for which the Nevada Revised
Statutes, Chapter 78, also requires stockholders approval
or approval of the outstanding shares;
(b) The filling of vacancies on the Board or in any committee;
(c) The fixing of compensation of the directors for serving on
the Board or on any committee;
(d) The amendment or repeal of Bylaws or the adoption of new
Bylaws;
(e) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or
repealable;
(f) The appointment of other committees of the Board or the
members thereof.
Each such committee shall be appointed by resolution
adopted by the unanimous vote of the Board of Directors and may be
designated an Executive Committee or by such other name as the
Board shall specify. The Board shall have the power to prescribe
the manner in which the proceedings of any such committee shall be
conducted. In the absence of any such prescription, such committee
shall have the power to prescribe the manner in which its
proceedings shall be conducted. Unless the Board or such committee
shall otherwise provide,
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the regular and special meetings and other actions of any such
committee shall be governed by the provisions of this Article
applicable to meetings and actions of the Board. Minutes shall be
kept of each meeting of each committee.
SECTION 15. RIGHTS OF INSPECTION. Every director shall have the absolute right
at any reasonable time to inspect and copy all the books, records and documents
of every kind and to inspect physical properties of the corporation and also of
its subsidiary corporations, domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy and
obtain extracts.
SECTION 16. ADVISORY DIRECTORS. The Board of Directors may appoint such
additional advisory directors (by whatever name designated) to advise the Board
on such matters and in such fashion as the Board may from time to time request.
Such advisory directors shall not be deemed to be regular members of the Board
of Directors or employees of the corporation for any purpose whatsoever.
ARTICLE IV. OFFICERS.
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SECTION 1. OFFICERS. The officers of the corporation shall be a Chairman of the
Board, a Chief Executive Officer, a President, a Secretary, a Chief Financial
Officer, and a Treasurer. The corporation may also have, at the discretion of
the Board, one or more additional officers. An individual may hold two (2) of
more positions as long as the same person does not hold the positions of Chief
Executive Officer and Secretary.
SECTION 2. APPOINTMENT OF OFFICERS. The officers of the corporation shall be
appointed by the Board of Directors. Each of these officers shall hold office
for such period and shall have such authority and perform such duties as are
prescribed by these Bylaws or determined from time to time by the Board of
Directors.
SECTION 3. REMOVAL AND RESIGNATION. Any officer may be removed, with or without
cause, by the Board of Directors at any time or by any officer upon whom such
power of removal may be conferred by the Board in writing. Any such removal
shall be without prejudice to the rights, if any, of the officer under any
contract of employment of the officer.
Any officer may resign at any time by giving written notice to the
corporation, but without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION 4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular election or appointment to such office.
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SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of the stockholders and at all meetings of the Board and shall have
such other powers and duties as may from time to time be assigned by the Board.
SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the
control of the Board, the committees of the Board and the Chairman of the Board,
is the general manager of the corporation. The Chief Executive Officer shall
have supervising authority over and may exercise general executive power
concerning the supervision, direction and control of the business and officers
of the corporation, with the authority from time to time to delegate to the
President and other officers such executive powers and duties as the Chief
Executive Officer may deem advisable. In the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the Board
and the stockholders.
SECTION 7. PRESIDENT. The President is the chief operating officer of the
corporation and, subject to the control of the Board, the committees of the
Board, the Chairman of the Board and the Chief Executive Officer, has
supervisory authority over and may exercise general executive powers concerning
the operations, business and subordinate officers of the corporation, with the
authority from time to time to delegate to other officers such executive powers
and duties as the President may deem advisable. In the absence of the Chairman
of the Board and the Chief Executive Officer, the President shall preside at all
meetings of the stockholders and at all meetings of the Board. The President has
the general powers and duties of management usually vested in the office of
President of a corporation and such other powers and duties as may be prescribed
by the Board.
SECTION 8. VICE PRESIDENTS. One or more Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board.
SECTION 9. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive office and such other place as the Board may order, a book
of minutes of all meetings of stockholders, the Board and its committees, with
the time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Board and
committee meetings, and the number of shares present or represented at
stockholders' meetings, and the proceedings thereof. The Secretary shall keep,
or cause to be kept, a copy of the Bylaws of the corporation at the principal
executive office or business office.
The Secretary shall keep, or cause to be kept, at the principal executive
office a share register, or a duplicate share register, showing the name of the
stockholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board and of any committees thereof required by
these Bylaws or
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by law to be given, shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board.
SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and surplus shares. The Chief Financial Officer is responsible for the
formulation of the corporation's accounting policies, procedures and practices,
and the preparation of the corporation's financial reports. The Chief Financial
Officer shall establish and administer a plan for the financial control of the
corporation and compare performance with that plan.. The books of account shall
at all times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board. The Chief Financial Officer shall disburse the funds
of the corporation as may be ordered by the Board, shall render to the Chief
Executive Officer, the President and directors, whenever they request it, an
account of all transactions as Chief Financial Officer and of the financial
condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
The Financial Officer or Officers, who are subordinate to the Chief
Financial Officer, if any, shall, in the absence or disability of the Chief
Financial Officer, or at his request, perform his duties and exercise his powers
and authority, and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
SECTION 11. TREASURER. The Treasurer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board. The Treasurer shall disburse the
funds of the corporation as may be ordered by the Board, shall render to the
Chief Executive Officer, the President and directors, whenever they request it,
an account of all transaction as Treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board.
ARTICLE V. STOCK.
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SECTION 1. UNCERTIFICATED SHARES. To the extent provided in the Articles of
Incorporation or Certificate of Designation designating the preferences, rights
and limitation of any Class of preferred stock, the stock of the corporation
shall be uncertificated. To the extent not so provided, or if so provided then
as to every holder of stock that exercises its statutory rights to written
information as to its shares of the corporation, 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 Chief Executive Officer, Chief
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Financial Officer, Secretary or an officer appointed by the Board. Any or all of
the signatures on the certificate may be a facsimile signature. If any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of the issuance.
SECTION 2. If the corporation shall be authorized to issue more than one class
of stock or more than one series of any class, then to the extent shares of such
class are certificated, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, 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 that the corporation shall issue to represent such class or
series of stock. Except as otherwise provided in Section 78.195 of Nevada
Revised Statutes, Chapter 78, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate 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 preferences and/or rights.
SECTION 3. TRANSFERS OF STOCK. Upon surrender of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, or, in the case of uncertificated shares, such
documentation as the corporation or its transfer agent may reasonably require,
to the extent permitted by applicable law, shall be the duty of the corporation
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board may direct a new
certificate or certificates be issued in place of any certificate theretofore
issued alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of the fact by the person claiming the certificate to be lost, stolen
or destroyed. When authorizing such issue of a new certificate, the Board may,
in its discretion and as a condition precedent to the issuance, require the
owner of such certificate or certificates, or such person's legal
representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the lost, stolen or destroyed certificate.
SECTION 5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat
the holder of record of any share or shares of stock of the corporation as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
expressly provided by applicable law.
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ARTICLE VI. OTHER PROVISIONS.
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SECTION 1. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance or other instrument in writing and any assignment or
endorsements thereof executed or entered into between the corporation and any
other person, when signed by the Chief Executive Officer, President or the Chief
Financial Officer of the corporation shall be valid and binding on the
corporation in the absence of actual knowledge on the part of the other person
that the signing officers had no authority to execute the same. Any such
instruments may be signed by any other person or persons and in such manner as
from time to time shall be determined by the Board, and, unless so authorized by
the Board, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or amount.
SECTION 2. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief Executive
Officer, the President or any other officer or officers authorized by the Board
or the Chairman are each authorized to vote, represent and exercise on behalf of
the corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the corporation. The
authority herein granted may be exercised either by any such officer or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officer.
SECTION 3. SEAL. It shall not be necessary to the validity of any instrument
executed by any authorized officer or officers of the corporation that the
execution of such instrument be evidenced by the corporate seal, and all
documents, instruments, contracts and writings of all kinds signed on behalf of
the corporation by any authorized officer or officers shall be as effectual and
binding on the corporation without the corporate seal, as if the execution of
the same had been evidenced by affixing the corporate seal thereto. The Board
may give general authority to any officer to affix the seal of the corporation
and to attest the affixing by signature.
SECTION 4. FISCAL YEAR. The fiscal year end of the corporation shall be December
31 unless otherwise fixed by resolution of the Board.
SECTION 5. DIVIDENDS. Dividends on the capital stock of the corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board at any regular or special meeting, pursuant to law, and may be paid in
cash, in property or in shares of capital stock.
Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall determine to be in the best interest of the
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corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE VII. INDEMNIFICATION.
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SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, or employee of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity or in any other capacity while serving as a director, officer,
or employee, shall be indemnified and held harmless by the corporation to the
fullest extent permitted by the laws of Nevada as the same exist or may
hereafter be amended (but in the case of such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification rights
than said laws permitted the corporation to provide prior to such amendment)
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement and amounts expended in seeking indemnification
granted to such person under applicable law, this bylaw or any agreement with
the corporation) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer or employee and shall inure to the benefit of his or
her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as
provided in Section 2 of this Article, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was initiated
or authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; PROVIDED,
HOWEVER, that, if the Nevada Revised Statutes, Chapter 78, so requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. In no event shall anything herein contained be so construed as to
permit the Board to authorize payment of, or the corporation to pay, any amounts
for any purpose where the director, officer or employee was engaged in any
action or activity known to him or her while so engaged to be unlawful, nor any
action or activity constituting willful misfeasance, bad faith, gross
negligence, or reckless
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disregard of his or her duties and obligations to the corporation and the
stockholders. The rights set forth herein shall not be exclusive of other right
to which any director or officer may be entitled as a matter of law. The
corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 of this
Article is not paid in full by the corporation within thirty days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the reasonable expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Nevada law for the corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant has not met such standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
failed to meet such standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
SECTION 4. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer or employee of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under Nevada law.
SECTION 5. EXPENSES AS A WITNESS. To the extent that any director, officer or
employee of the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any action, suit
or proceeding, he or she shall be indemnified against all costs and expenses
actually and reasonably incurred by him or her or on his or her behalf in
connection therewith.
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SECTION 6. INDEMNITY AGREEMENTS. The corporation may enter into indemnity
agreements with the persons who are members of its Board of Directors from time
to time, and with such officers, employees and agents as the Board may
designate, such indemnity agreements to provide in substance that the
corporation will indemnify such persons to the full extent contemplated by this
Article.
SECTION 7. EFFECT OF AMENDMENT. Any amendment, repeal or modification of any
provision of this Article VII by the stockholders and the directors of the
corporation shall not adversely affect any right or protection of a director or
other of the corporation existing at the time of the amendment, repeal or
modification.
ARTICLE VIII. AMENDMENTS.
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These Bylaws may be altered, amended, or repealed at any regular meeting
of the stockholders (or at any special meeting thereof duly called for the
purpose) by a majority vote of the shares represented and entitled to vote at
such meeting and, to the extent required by the terms of any shares of preferred
stock, by such vote or consent as may be required from the holders of such
preferred stock; provided that in the notice of such special meeting, notice of
such purpose shall be given. Subject to the laws of the State of Nevada, the
Board of Directors may, by unanimous vote, amend these Bylaws, or enact such
other Bylaws as in their judgment may be advisable for the regulation of the
conduct of the affairs of the Corporation.
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CERTIFICATE OF SECRETARY
OF
NATEXCO CORPORATION
a Nevada corporation
I hereby certify that I am the duly elected and acting Secretary of
NATEXCO CORPORATION, a Nevada corporation, and that the foregoing Restated
By-laws, comprising 16 pages, constitute the By-laws of said corporation as duly
adopted by the Board of Directors as of the 7th day of February, 2002.
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Anthony Mulhall, Secretary