EXHIBIT 3.2
BYLAWS
OF
PINNACLE OIL INTERNATIONAL, INC.
(the "Corporation")
A Nevada Corporation
ARTICLE I
OFFICES
Section 1.01 PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of
directors shall designate the location of the principal executive office of the
Corporation at any place within or without the State of Nevada. The location of
the principal executive office may be changed by the board of directors.
Section 1.02 OTHER OFFICES. Branch or subordinate offices may be
established at any time and at any place by the board of directors.
Section 1.03 REGISTERED OFFICE AND AGENT. The registered agent for the
Corporation shall be located within the State of Nevada and shall be designated
by the board of directors, who may change the registered agent from time to time
as they see fit. The registered agent shall have a street address for the
service of process, and such street address is the registered office of the
Corporation in the State of Nevada.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 ANNUAL MEETINGS. Meetings of shareholders of the Corporation
shall be held at any place within or without the State of Nevada as designated
by the board of directors or, in the absence of any designation, shall be held
at the corporation's principal executive office. The annual meeting of
shareholders shall be held each year on a date and at a time designated by the
board of directors. The date so designated shall be within eighteen (18) months
after the last annual meeting of the shareholders has taken place. At each
annual meeting, directors shall be elected and any other proper business within
the power and authority of the shareholders may be transacted.
Section 2.02 SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by either the board of directors, by the chairman of the
board, by the President, or by a majority of directors. Written notice of such
meeting stating the place, date and hour of the meeting, the purpose or purposes
for which it is called, and the name of the person by whom or at whose direction
the meeting is called shall be given. The notice shall be given to each
shareholder of record in
the same manner as the notice of the annual meeting. No business other than as
specified in the notice of the meeting shall be transacted at any such special
meeting.
Section 2.03 NOTICE OF SHAREHOLDERS' MEETINGS. Notice of the meeting
shall be in writing and signed by the President or a Vice President, or the
Secretary, or an Assistant Secretary, or by such other natural person or persons
as these bylaws may prescribe or permit or the directors of the Corporation may
designate. The notice shall state the purpose or purposes for which the meeting
is called and the time when, and the place, which may be within or without the
State of Nevada, where it is to be held. A copy of the notice shall be
delivered personally or mailed postage prepaid to each shareholder of record
entitled to vote at the meeting not less than ten (10) nor more than sixty (60)
days before the meeting. If mailed, the notice shall be directed to the
shareholder at his address as it appears upon the records of the Corporation,
and upon the mailing of any such notice the service thereof is complete, and the
time of the notice begins to run from the date upon which the notice is
deposited in the mail for transmission to the shareholder. Personal delivery of
any such notice to any officer of the Corporation constitutes delivery of the
notice to the Corporation. Any shareholder of the Corporation may waive notice
of any meeting by a writing signed by him, or his duly authorized attorney,
either before or after the meeting.
Section 2.04 PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice in writing signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
as the place for the holding of such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal executive office of the Corporation.
Section 2.05 QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. At a meeting resumed after
any adjournment 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. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
shareholders in such number that less than a quorum remain.
Section 2.06 RECORD DATE FOR SHAREHOLDER NOTICE.
(a) For purposes of determining the shareholders entitled to receive notice
of a vote at a shareholders' meeting or give written consent to corporate action
without a meeting, the board of directors may fix in advance a record date that
is not more than sixty (60) days before the date of a shareholders' meeting, or
not more than sixty (60) days before any other action.
(b) If no record date is fixed:
(i) The record date for determining shareholders entitled to receive
notice of and vote at a shareholders' meeting shall be the business day next
preceding the day on which notice is given, or if notice is waived as provided
in Section 2.03 of this Article II, the business day next
Page 2 of 14
preceding the day on which the meeting is held;
(ii) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, if no prior action has
been taken by the board of directors, shall be the day on which the first
written consent is given; and
(iii) The record date for determining shareholders for any other
purpose shall be as set forth in Section 2.06(a) of this Article II of these
bylaws.
(c) The directors of the Corporation may prescribe a period not exceeding
sixty (60) days before any meeting of the shareholders during which no transfer
of stock on the books of the Corporation may be made, or may fix a day not more
than sixty (60) days before the holding of any such meeting as the day as of
which shareholders entitled to notice of and to vote at such meetings must be
determined. Only shareholders of record on that day are entitled to notice or
to vote at such meeting.
(d) A determination of shareholders of record entitled to receive notice
of and vote at a shareholders meeting shall apply to any adjournment of the
meeting unless the board of directors fixes a new record date for the adjourned
meeting. The board of directors shall fix a new record date if the adjournment
is to a date more than forty-five (45) days after the date set for the original
meeting.
(e) Only shareholders of record on the Corporation's books at the close
of business on the record date shall be entitled to any of the notice and voting
rights listed in subsection (a) of this Section 2.06, notwithstanding any
transfer of shares on the Corporation's books after the record date except as
otherwise required by law.
Section 2.07 PROXIES. Every shareholder entitled to vote for directors or
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by that shareholder and filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after six (6) months from the date of its execution, unless
it is coupled with an interest, or unless otherwise specified by the shareholder
in the proxy, although the length of time may not exceed seven (7) years from
the date of the proxy's execution.
A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
Corporation stating that the proxy is revoked, or by attendance at the meeting
and voting in person by the shareholder executing the proxy or by a subsequent
proxy executed by the same shareholder and presented at the meeting; or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by the Corporation before the vote for which that proxy is counted.
Section 2.08 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that could be taken at an annual or special meeting of the shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes
Page 3 of 14
which would be necessary to authorize or take that action at a meeting at which
all shares entitled to vote on that action were present and voted.
Directors may be elected by written consent of the shareholders without a
meeting only if the written consent of all outstanding shares entitled to vote
are obtained, except that vacancies on the board of directors (other than
vacancies created by removal) not filled by the board of directors may be filled
by the written consent of the holders of a majority of the outstanding shares
entitled to vote.
All consents shall be filed with the Secretary of the Corporation and shall
be maintained in the corporate records.
Section 2.09 INSPECTORS OF ELECTION. Before any meeting of shareholders,
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and
upon the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall either be
one (1) or three (3). If inspectors are appointed at a meeting upon the request
of one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If a person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any shareholder or a shareholder's proxy shall, appoint a different
person to fill the vacancy.
An inspector shall: (i) determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies; (ii) receive
votes, ballots, or consents; (iii) hear and determine all challenges and
questions in any way arising in connection with the right to vote; (iv) count
and tabulate all votes or consents; (v) determine when the polls shall close;
(vi) determine the result; and (vii) do any other acts which may be necessary
and proper to conduct the election or vote in a manner fair to all shareholders.
ARTICLE III
DIRECTORS
Section 3.01 POWERS. Subject to the provisions of the Nevada Revised
Statutes and any limitations in the articles of incorporation and these bylaws
relating to actions required to be approved by the shareholders 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 of directors.
Section 3.02 NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the Corporation shall be a minimum of three (3) and a maximum of eleven (11).
Until a different number within the foregoing limits is specified in an
amendment to this Section 3.02 duly adopted by the directors or shareholders of
the Corporation, the exact number of authorized directors shall be
Page 4 of 14
seven (7). Directors shall be elected at each annual meeting of the shareholders
to hold office until the next annual meeting. Each director, including a
director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.
No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires. Directors
need not be residents of the State of Nevada or shareholders of the Corporation.
Section 3.03 REGULAR MEETINGS. Regular or special meetings of the board
of directors may be held at any location within or without the State of Nevada
that has been designated from time to time by the board of directors. In the
absence of such a designation, regular meetings shall be held at the principal
executive office of the Corporation. Any meeting, regular or special, may be
held by telephone conference or similar communications equipment, provided that
all directors participating can hear and communicate with one another. Other
regular meetings of the board of directors shall be held without call at times
to be fixed by the board of directors. Such regular meetings may be held
without notice. Immediately after each annual shareholders meeting, the board
of directors shall hold an annual meeting at the same location, or at any other
location that has been designated by the board of directors, to consider matters
of organization, election of officers, and other business.
Section 3.04 SPECIAL MEETINGS. Special meetings of the board of directors
may be called for any purpose or purposes at any time by the chairman of the
board, the President, any Vice President, the Secretary, or any two (2)
directors. Special meetings shall be held on forty-eight (48) hours' notice
delivered personally or by telephone or facsimile. Oral notice given personally
or by telephone may be transmitted either to the director or to a person at the
director's office who can reasonably be expected to communicate such notice
promptly to the director. Written notice, if used, shall be addressed to each
director at the address shown on the Corporation's records.
Section 3.05 QUORUM. A majority of the members of the board of directors
shall constitute a quorum for the transaction of business. At any meeting at
which every director shall be present, even though without any notice, any
business may be transacted. A meeting at which a quorum is initially present
may continue to transact business, notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for that meeting. Whether or not a quorum is present, a majority of the
directors present may adjourn any meeting to another time or location.
Section 3.06 MANNER OF ACTING. At all meetings of the board of directors,
each director shall have one vote. The act of a majority present at a meeting
shall be the act of the board of directors, provided a quorum is present.
Section 3.07 VACANCIES. A vacancy in the board of directors shall be
deemed to exist in the case of death, resignation, or removal of any director,
or if the authorized number of directors is increased, or if the shareholders
fail, at any meeting of shareholders at which any director is to be elected, to
elect the full authorized number to be elected at that meeting. Any director's
resignation shall be effective upon giving written notice of such to the
chairman of the board,
Page 5 of 14
the President, the Secretary, or the board of directors, unless said notice
specifies a later effective date. If the resignation is effective at a future
time, the board of directors may elect a successor to take office when the
resignation becomes effective. Except for a vacancy caused by the removal of a
director, vacancies on the board of directors may be filled by a majority of the
directors then in office, whether or not they constitute a quorum, or by a sole
remaining director. A vacancy on the board of directors caused by the removal of
a director may be filled only by the shareholders. The shareholders may elect a
director at any time to fill a vacancy not filled by the board of directors. The
term of office of a director elected to fill a vacancy shall run until the next
annual meeting of the shareholders, and such director shall hold office until a
successor is elected and qualified.
Section 3.08 REMOVALS. Directors may be removed at any time by vote of
the shareholders representing not less than two-thirds (2/3) of the voting power
of the issued and outstanding stock entitled to voting power. Such vacancy
shall be filled by a majority of the remaining directors then in office, though
less than a quorum, to hold office until the next annual meeting or until his
successor is duly elected and qualified, except that any directorship to be
filled by reason of removal by the shareholders may be filled by election by the
shareholders at the meeting at which the director is removed. No reduction of
the authorized number of directors shall have the effect of removing any
director prior to the expiration of his term of office.
Section 3.09 RESIGNATION. A director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
Resignation shall become effective upon its acceptance by the board of
directors; provided, however, that if the board of directors has not yet acted
thereon within ten (10) days from the date of its delivery, the resignation
shall upon the tenth (10th) day be deemed accepted.
Section 3.10 PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to such action, unless: (i)
his dissent shall be entered in the minutes of the meeting; (ii) he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof; or (iii) he shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 3.11 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees of the board of directors may be compensated for their services, and
shall be reimbursed for expenses, as fixed or determined by resolution of the
board of directors. This Section 3.11 shall not be construed to preclude any
director from serving the Corporation in any other capacity, as an officer,
agent, employee, or otherwise, and receiving compensation for those services.
Section 3.12 ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors or a committee thereof may be taken
without a meeting if, before or after the action, all members of the board of
directors or of the committee shall individually or collectively consent in
writing to that action. Any action by written consent shall have the same force
and effect as a unanimous vote of the board of directors. All written consents
shall be filed with the
Page 6 of 14
minutes of the proceedings of the board of directors or committee. Members of
the board of directors or of any committee designated by the board may
participate in a meeting of the board or committee by means of a telephone
conference or similar method of communication by which all persons participating
in the meeting can hear each other. Participation in a meeting in this manner
constitutes presence in person at the meeting.
Section 3.13 EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of
directors may, by resolution adopted by a majority of the authorized number of
directors, designate an executive committee or one or more other committees,
each consisting of one or more directors. The board may designate one or more
directors as alternate members of any committee, to replace any absent member at
a committee meeting. The appointment of committee members or alternate members
requires the vote of a majority of the authorized number of directors. A
committee may be granted any or all of the powers and authority of the board of
directors, to the extent provided in the resolution of the board of directors
establishing the committee, except with respect to:
(a) Approving any action for which the Nevada Revised Statutes also
requires the approval of the shareholders or of the outstanding shares;
(b) Filling vacancies on the board of directors or any committee of the
board;
(c) Fixing directors' compensation for serving on the board or a committee
of the board of directors;
(d) Adopting, amending, or repealing bylaws;
(e) Amending or repealing any resolution of the board of directors which
by its express terms is not amendable or cannot be repealed;
(f) Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or
(g) Appointing other committees of the board or their members.
Meetings and action of committees shall be governed by, and held and taken
in accordance with, bylaw provisions applicable to meetings and actions of the
board of directors.
ARTICLE IV
OFFICERS
Section 4.01 OFFICERS. The officers of the Corporation shall be the
President, one or more Vice Presidents, a Secretary, and a Treasurer or Chief
Financial Officer, each of whom shall be elected by a majority of the board of
directors. In its discretion, the board of directors may leave
Page 7 of 14
unfilled, for any such period as it may determine, any office except those of
President and Secretary. Officers may or may not be directors or shareholders of
the Corporation.
Section 4.02 ELECTION OF OFFICERS. The officers of the Corporation,
except for subordinate officers appointed in accordance with this Section, shall
be appointed by the board of directors, and shall serve at the pleasure of the
board of directors. The board of directors may appoint, and may empower the
chief executive officer to appoint, other officers as required by the business
of the Corporation whose duties shall be provided in the bylaws, or shall be
determined from time to time by the board of directors or the President.
Section 4.03 REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by
the board of directors may be removed at any time, with or without cause or
notice, by the board of directors. Subordinate officers appointed by persons
other than the board under Section 4.02 of this Article IV may be removed at any
time, with or without cause or notice, by the board of directors or by the
officer by whom appointed. Any officer may resign at any time by giving written
notice to the Corporation. Resignations shall take effect upon the date of
receipt of such written notice, unless a later time is specified in the notice.
Unless otherwise specified in the notice, acceptance of the resignation is not
necessary to make it effective.
Section 4.04 VACANCIES IN OFFICE. A vacancy in any office resulting from
an officer's death, resignation, removal, disqualification, because a new office
shall be created, or from any other cause shall be filled by the board of
directors.
Section 4.05 CHAIRMAN OF THE BOARD. The board of directors shall elect a
chairman who shall preside, if present, at board meetings and shall exercise and
perform such other powers and duties as may be assigned from time to time by the
board of directors.
Section 4.06 CHIEF EXECUTIVE OFFICER. The chief executive officer shall
have general supervision, direction, and control over the Corporation's business
and its officers.
Section 4.07 PRESIDENT. The President shall have supervision over the day
to day business operations of the Corporation.
Section 4.08 VICE PRESIDENT. If desired, one or more Vice Presidents may
be chosen by the board of directors in accordance with the provisions for
electing officers set forth in Section 4.02 of this Article IV. In the absence
or disability of the President, the President's duties and responsibilities
shall be carried out by the Vice President. When so acting, a Vice President
shall have all the powers of and be subject to all the restrictions on the
President. Vice Presidents of the Corporation shall have such other powers and
perform such other duties as prescribed from time to time by the board of
directors, the bylaws, or the President (or chairman of the board if there is
not a President).
Section 4.09 SECRETARY.
Page 8 of 14
(a) Minutes. The Secretary shall be present at all shareholders' meetings
-----------
and all board meetings and shall take the minutes of such meetings. If the
Secretary is unable to be present at such meeting, the presiding officer of the
meeting shall designate another person to take the minutes of the meeting.
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as designated by the board of directors, a book of
minutes of all meetings and actions of the shareholders, of the board of
directors, and of committees of the board of directors. The minutes of each
meeting shall state the date, time and place the meeting was held; the
purpose(s) for which the meeting was called; whether it was regular or special;
if special, how it was called or authorized; the names of directors present at
board or committee meetings; the number of shares present or represented at
shareholders' meetings; and an accurate account of the proceedings.
(b) Record of Shareholders. The Secretary shall keep, or cause to be kept,
--------------------------
at the principal executive office or at the office of the Corporation's transfer
agent or registrar, a record or duplicate record of shareholders. This record
shall show the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of share certificates issued
to each shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.
(c) Notice of Meeting. The Secretary shall give notice, or cause notice to
---------------------
be given, of all shareholders' meetings, board of directors meetings, and
meetings of committees of the board of directors for which notice is required by
statute or by these bylaws. If the Secretary or other person authorized by the
Secretary to give notice fails to act, notice of any meeting may be given by any
other officer of the Corporation.
(d) Other Duties. The Secretary shall keep the seal of the Corporation, if
----------------
any, in safe custody. The Secretary shall have such other powers and perform
such other duties as prescribed by the board of directors or by these bylaws.
Section 4.10 CHIEF FINANCIAL OFFICER. The Treasurer or Chief Financial
Officer shall keep adequate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall be open to inspection
by any director at all reasonable times.
The Chief Financial Officer shall: (i) deposit corporate funds and other
valuables in the Corporation's name and to its credit with depositaries
designated by the board of directors; (ii) make disbursements of corporate funds
as authorized by the board of directors; (iii) render a statement of the
Corporation's financial condition and an account of all transactions conducted
as chief financial officer whenever requested by the President or the board of
directors; and (iv) have other powers and perform other duties as prescribed by
the board of directors or these bylaws.
Section 4.11 OTHER OFFICERS. Other officers shall perform such duties and
have such
Page 9 of 14
powers as may be assigned to them by the board of directors.
ARTICLE V
GENERAL CORPORATE MATTERS
Section 5.01 AUTHORIZED SIGNATORIES FOR CHECK. All checks, drafts, other
orders for payment of money, notes, or other evidences of indebtedness issued in
the name of or payable to the Corporation shall be signed or endorsed by such
person or persons in such manner authorized from time to time by resolution of
the board of directors.
Section 5.02 EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as
otherwise provided in the articles of incorporation or in these bylaws, the
board of directors by resolution may authorize any officer, officers, agents, or
agents to enter into any contract or to execute any instrument in the name of
and on behalf of the Corporation. This authority may be general or it may be
confined to one or more specific matters. No officer, agent, employee, or other
person purporting to act on behalf of the Corporation shall have any power or
authority to bind the Corporation in any way, to pledge the Corporation's
credit, or to render the Corporation liable for any purpose or in any amount,
unless that person was acting with authority duly granted by the board of
directors as provided in these bylaws, or unless an unauthorized act was later
ratified by the Corporation.
Section 5.03 CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
shareholder when the shares are fully paid. All certificates shall certify the
number of shares and the class or series of shares represented by the
certificate. All certificates shall be signed in the name of the Corporation by
(i) either the chairman of the board of directors, the vice chairman of the
board of directors, the President, or any Vice President, and (ii) either the
chief executive officer, any assistant treasurer, the Secretary, or any
Assistant Secretary.
ARTICLE VI
CAPITAL STOCK
Section 6.01 TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
Page 10 of 14
Section 6.02 TRANSFER AGENT AND REGISTRAR. The board of directors shall
have power to appoint one or more transfer agents and/or registrars for the
transfer and/or registration of certificates of stock of any class, and may
require that the stock certificates shall be countersigned and/or registered by
one or more of such transfer agents and/or registrars.
Section 6.03 LOST OR DESTROYED CERTIFICATES. The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The board of directors may require the owner of
such certificates or his legal representative to give the Corporation a bond in
such sum and with such sureties as the board of directors may direct to
indemnify the Corporation as transfer agents and registrars, if any, against
claims that may be made on account of the issuance of such new certificates. A
new certificate may be issued without requiring any bond.
Section 6.04 CONSIDERATION FOR SHARES. The capital stock of the
Corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the board of directors.
In the absence of fraud, the determination of the board of directors as to the
adequacy of the consideration received in full or partial payment for shares
shall be conclusive.
Section 6.05 REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof, in fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of this Corporation, or any of the rights and powers
incident to the ownership of such stock at any such meeting, and shall have
power and authority to execute and deliver proxies and consents on behalf of
this Corporation in connection with the exercise by this Corporation of the
rights and powers incident to the ownership of such stock.
ARTICLE VII
INDEMNIFICATION
Section 7.01 INDEMNIFICATION. No officer or director shall be personally
liable for any obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said officer or director performed for or
on behalf of the Corporation. The Corporation shall and does hereby indemnify
and hold harmless each person and his heirs, executors and administrators who
shall serve at any time hereafter as a director or officer of the Corporation
from and against any and all claims, judgments and liabilities to which such
persons shall become subject by reason of his having heretofore or hereafter
been a director or officer of the Corporation, or by reason of any action
alleged to have been heretofore or hereafter taken or omitted to have been taken
by him as such director or officer, to the fullest extent permitted under
statute, as may be amended from time to time, and case law, and shall reimburse
such person for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including power to defend such
person from all suits or claims as provided for under the provisions of the
Nevada Revised Statutes; provided, however, that no such person shall be
- -----------------------
indemnified against, or be reimbursed for, any expenses incurred in connection
with any claim or liability arising out of his bad faith or willful misconduct.
The rights accruing to any
Page 11 of 14
person under the foregoing provisions of this section shall not exclude any
other right to which he may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to indemnify or reimburse such
person in any proper case, even though not specifically herein provided for.
Section 7.02 OTHER INDEMNIFICATION. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, agent or
employee, and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 7.03 INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in order to indemnify such person against
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against liability under the provisions of this Article
VII.
Section 7.04 SETTLEMENT BY THE CORPORATION. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its board
of directors, in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.
ARTICLE VIII
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of these bylaws, or under the provisions
of the articles of incorporation, or under the provisions of the Nevada Revised
--------------
Statutes, a waiver thereof in writing, signed by the person or persons entitled
- --------
to such notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the express purpose of
objecting to the validity of the meeting.
Page 12 of 14
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended, repealed, or new bylaws adopted by a
majority of the entire board of directors at any regular or special meeting.
Any bylaw adopted by the board may be repealed or changed by action of the
shareholders.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the board of directors.
ARTICLE XI
DIVIDENDS
The board of directors may, at any regular or special meeting as they deem
advisable, declare dividends payable out of capital surplus of the Corporation.
Page 13 of 14
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Pinnacle Oil
International, Inc., a Nevada corporation; and
2. That the foregoing bylaws comprising thirteen (13) pages constitute the
bylaws of said Corporation as duly adopted by action of the board of directors
of the Corporation duly taken on _______________________, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said Corporation on this __________________________, 1997.
/s/ Terrence J. Dunne
----------------------------
Terrence J. Dunne, Secretary
Page 14 of 14