BYLAWS
OF
AUTO NETWORK USA, INC.
ARTICLE I
LOCATION AND CORPORATE SEAL
SECTION 1. PRINCIPAL OFFICE OF THE CORPORATION.
The known place of business of the corporation shall be its
principal office.
SECTION 2. OTHER OFFICES.
The corporation may also maintain offices at such other place or
places, either within or without the State of Arizona, as may be designated
from time to time by the Board of Directors, and the business of the
corporation may be transacted at such other offices with the same effect as
that conducted at the principal office.
SECTION 3. SEAL.
A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the corporation but, nevertheless, if
in any instance a corporate seal be used, it shall be a circle having on the
circumference the name "Auto Network USA, Inc." and in the center thereof the
terms "Corporate Seal Arizona".
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. SHAREHOLDERS' MEETING.
All meetings of shareholders shall be held at such place as may
be fixed from time to time by the Board of Directors or, in the absence of
directors, by the President or Secretary of the corporation, either within or
without the State of Arizona, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETINGS.
The annual shareholders' meeting shall be held on the date and at
the time and place fixed from time to time by the board of directors; provided,
however, that each annual meeting shall be held on a date that is within the
earlier of six (6) months after the close of the last fiscal year or fifteen
(15) months after the last annual meeting.
SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS.
Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or Secretary at the request, in
writing, of a majority of the Board of Directors, or at the request, in
writing, of shareholders owning not less than one-tenth of all the shares
entitled to vote at such meeting. Such request shall state the purpose or
purposes of the proposed meeting.
SECTION 4. LIST OF SHAREHOLDERS
The officer who has charge of the stock ledger of the corporation
shall prepare and make a complete list of the shareholders entitled to vote
at the meeting, or any adjournment thereof, arranged in alphabetical order,
and showing the address and the number of shares registered in the name of
each shareholder, and such list shall be produced and kept open at the time
and place of the meeting during the whole time thereof, and may be inspected
by any shareholder present.
SECTION 5. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.
(a) In order to make a determination of shareholders (1) entitled to
notice of or to vote at any shareholders' meeting or at any adjournment of a
shareholders' meeting, (2) entitled to demand a special shareholders' meeting,
(3) entitled to take any other action, (4) entitled to receive payment of a
share dividend or a distribution, or (5) for any other purpose, the board of
directors may fix a future date as the record date for such determination of
shareholders. The record date may be fixed not more than seventy (70) days
before the date of the proposed action.
(b) Unless otherwise specified when the record date is fixed, the
time of day for determination of shareholders shall be as of the Corporation's
close of business on the record date.
(c) A determination of shareholders entitled to be given notice of
or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which the board
shall do if the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.
(d) If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to vote at an annual
meeting or special shareholders' meeting is the day before the first notice is
given to shareholders.
(e) If a court orders a meeting adjournment to a date more than one
hundred twenty (120) days after the date fixed for the original meeting, it may
provide that the original record date continues in effect or it may fix a new
record date.
(f) The record date for determining shareholders entitled to take
action without a meeting pursuant to Article II, Section 10 is the date the
first shareholder signs the consent.
SECTION 6. NOTICE TO SHAREHOLDERS.
(a) The secretary shall give notice to shareholders of the date,
time, and place of each annual and special shareholders' meeting no fewer than
ten (10) nor more than sixty (60) days before the date of the meeting; except as
otherwise required by the Arizona Business Corporation Act, the secretary shall
be required to give such notice only to shareholders entitled to vote at the
meeting.
(b) Notice of an annual shareholders' meeting need not include a
description of the purpose or purposes for which the meeting is called unless a
purpose of the meeting is to consider an amendment to the articles of
incorporation, a restatement of the articles of incorporation, a plan of merger
or share exchange, disposition of substantially all of the property of the
Corporation, or dissolution of the Corporation.
(c) Notice of a special shareholders' meeting shall include a
description of the purpose or purposes for which the meeting is called.
(d) Notice of a shareholders' meeting shall be in writing and shall
be given:
(1) by deposit in the United States mail, properly addressed
to the shareholder's address shown in the Corporation's current record of
shareholders, first class postage prepaid, and, if so given, shall be
effective when mailed; or
(2) by telegraph, teletype, facsimile, or other form of wire
or wireless communication or by mail, or private carrier, and, if so
given, shall be effective at the earliest of the following:
(A) When received;
(B) Five days after its deposit in the United States
mail as evidenced by the postmark, if mailed postpaid and correctly
addressed; or
(C) On the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and if the
receipt is signed by or on behalf of the addressee.
(e) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before
adjournment; provided, however, if a new record date for the adjourned meeting
is fixed pursuant to Article II, Section 5(c), notice of the adjourned meeting
shall be given to persons who are shareholders as of the new record date.
SECTION 7. QUORUM AND ADJOURNMENT.
The holders of two-thirds of the shares issued and outstanding,
and entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote at the meeting, present or represented by proxy, shall have power to
adjourn the meeting to another time or place, without notice other than
announcement at a meeting at which adjournment is taken, 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 notified. If the adjournment is
for more than thirty (30) 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 shareholder of record entitled to vote at the meeting.
SECTION 8. MAJORITY REQUIRED.
When a quorum is present at the meeting, the vote of the holders
of a majority of the voting power present, whether 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 statute 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.
SECTION 9. VOTING
At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder, but no proxy shall be
voted or acted upon after eleven (11) months from its date, unless the proxy
provides for a longer period.
SECTION 10. ACTION WITHOUT MEETING.
Any action required or permitted to be taken at any annual or
special meeting of shareholders 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 all of the outstanding shares
entitled to vote with respect to the subject matter of the action.
SECTION 11. WAIVER OF NOTICE.
Attendance of a shareholder at a meeting shall constitute waiver
of notice of such meeting, except when such attendance at the meeting is for
the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Any shareholder may waive
notice of any annual or special meeting of shareholders by executing a
written notice of waiver either before or after the time of the meeting.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER.
The number of directors which shall constitute the whole Board
shall be at least one (1) and no more than five (5). The directors shall be
elected at the annual meeting of the shareholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
his or her successor is elected and qualified. Directors need not be
shareholders.
SECTION 2. VACANCIES.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by the
affirmative vote of a majority of the remaining directors then in office,
though not less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and
until their successors are duly elected and qualified, unless sooner
displaced. If there are no directors in office, then an election of
directors may be held in the manner provided herein.
SECTION 3. POWERS.
The business and affairs of the corporation shall be managed by
its Board of Directors, which may exercise all such powers by the corporation
and do all such lawful acts as are not by statute, the Articles of
Incorporation, or these Bylaws, directed or required to be exercised or done
by the Shareholders.
SECTION 4. PLACE OF MEETINGS.
The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State of Arizona.
SECTION 5. ANNUAL MEETINGS.
The first meeting of each newly elected Board of Directors shall
be held immediately following the annual meeting of shareholders and in the
same place as the annual meeting of shareholders, and no notice to the newly
elected directors of such meeting shall be necessary in order to legally hold
the meeting, providing a quorum is present. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in
a notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver of all directors.
SECTION 6. REGULAR MEETINGS.
Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 7. SPECIAL MEETINGS.
Special meetings of the Board may be called by the President or
the Secretary on two (2) day's notice to each director, either personally, by
mail, by telegram, by facsimile machine, or by telephone; special meetings
shall be called by the President or Secretary in like manner and on like
notices on the written request of two (2) directors, where more than one (1)
director serves on the Board.
SECTION 8. QUORUM.
A majority of the membership of the Board of Directors shall
constitute a quorum and the concurrence of a majority of those present shall
be sufficient to conduct the business of the Board, except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board
of Directors, the directors then present may adjourn the meeting to another
time or place, without notice other than announcement at the meeting, until a
quorum shall be present.
SECTION 9. ACTION WITHOUT MEETING.
Unless otherwise restricted by the Articles of Incorporation or
by these Bylaws, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
SECTION 10. COMPENSATION
The directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation
for attending committee meetings. The amount or rate of such compensation of
members of the Board of Directors shall be established by the Board of
Directors and shall be set forth in the minutes of the Board.
SECTION 11. WAIVER OF NOTICE.
Attendance of a director at a meeting shall constitute waiver of
notice of such meeting, except when the person attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any director may waive notice of
any annual, regular or special meeting of directors by executing a written
notice of waiver either before or after the time of the meeting.
ARTICLE IV
OFFICERS
SECTION 1. DESIGNATION OF TITLES.
The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose a Chairman of the Board,
additional Vice-Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices, except the offices of President
and Secretary, may be held by the same person, unless the Articles of
Incorporation or these Bylaws otherwise provide.
SECTION 2. APPOINTMENT OF OFFICERS.
The Board of Directors at its first meeting after each annual
meeting of shareholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose a Chairman of
the Board, each of whom shall serve at the pleasure of the Board of
Directors. The Board of Directors at any time may appoint such other
officers and agents as it shall deem necessary to hold offices at the
pleasure of the Board of Directors and to exercise such powers and perform
such duties as shall be determined from time to time by the Board
SECTION 3. SALARIES.
The salaries of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
corporation. The salaries of the officers or the rate at which salaries are
fixed shall be set forth in the minutes of the meetings of the Board of
Directors.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors at any
time.
SECTION 5. CHAIRMAN OF THE BOARD.
The Chairman of the Board, if one shall have been appointed and
be serving, shall preside at all meetings of the Board of Directors and shall
perform such other duties as from time to time may be assigned to him or .
her.
SECTION 6. PRESIDENT.
The President shall preside at all meetings of shareholders, and
if a Chairman of the Board shall not have been appointed or, having been
appointed, shall not be serving or be absent, the President shall preside at
all meetings of the Board of Directors. He or she shall sign all deeds and
conveyances, all contracts and agreements, and all other instruments
requiring execution on behalf of the corporation, and shall act as operating
and directing head of the corporation, subject to policies established by the
Board of Directors.
SECTION 7. VICE-PRESIDENT.
There shall be as many Vice-Presidents as shall be determined by
the Board of Directors from time to time and they shall perform such duties
as from time to time may be assigned to them. Any one of the
Vice--Presidents, as authorized by the Board, shall have all the powers and
perform all duties of the President in case of the temporary absence of the
President or in case of his or her temporary inability to act. In case of
the permanent absence or inability of the President to act, the office shall
be declared vacant by the Board of Directors and a successor chosen by the
Board.
SECTION 8. SECRETARY.
The Secretary shall see that the minutes of all meetings of
shareholders of the Board of Directors, and of any standing committees are
kept. He or she shall be the custodian of the corporate seal and shall affix
it to all proper instruments when deemed advisable by him or her. He or she
shall have charge of all the books and records of the corporation except the
books of account, and in general shall perform all duties incident to the
office of Secretary of a corporation and such other duties as may be assigned
to him or her.
SECTION 9. TREASURER.
The Treasurer shall have general custody of all the funds and
securities of the corporation except such as may be required by law to be
deposited with any state official. He or she shall see to the deposit of
the funds of the corporation in such bank or banks as the Board of Directors
may designate. Regular books of account shall be kept under his or her
direction and supervision, and he or she shall render financial statements to
the President, directors and shareholders at proper times. The Treasurer
shall have charge of the preparation and filing of such reports, financial
statements, and returns as may be required by law. He or she shall give to
the corporation such fidelity bond as may be required, by the Board or
President, and the premium therefor shall be paid by the corporation as an
operating expense.
SECTION 10. ASSISTANT SECRETARIES.
There may be such number of Assistant Secretaries as shall be
determined by the Board of Directors from time to time and such persons shall
perform such functions as from time to time may be assigned to them. No
Assistant Secretary shall have power or authority to collect, account for, or
pay over any tax imposed by any federal, state or city government.
SECTION 11. ASSISTANT TREASURERS.
There may be such number of Assistant Treasurers as from time to
time the Board of Directors may fix, and such person shall perform such
functions as from time to time may be assigned to them. No Assistant
Treasurer shall have the power or authority to collect, account for, or pay
over the tax imposed by any federal, state or city government.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in
such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the Secretary, or by
such other officers authorized by law and by the Board of Directors so to
do. All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock ledger books of the corporation.
In case any officer who has signed or whose facsimile signature
has been used on a certificate has ceased to be an officer before the
certificate has been delivered, such certificate may, nevertheless, be
adopted and issued and delivered by the corporation as though such officer
had not ceased to hold such office.
SECTION 2. TRANSFER OF SHARES.
Transfer of shares shall be made only upon the transfer books of
the corporation and before a new certificate is issued, the old certificate
shall be surrendered for cancellation. Such transfers shall be made only 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.
SECTION 3. REGISTERED SHAREHOLDERS.
Registered shareholders only shall be entitled to be treated by
the corporation as the holder in fact of the stock standing in their
respective names, and the corporation shall not be bound to recognize any
equitable or other claim or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except
as expressly provided by the laws of Arizona.
SECTION 4. LOST CERTIFICATE.
In case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction,
and upon the giving of a satisfactory bond of indemnity to the corporation
and/or to the transfer agent and registrar of such stock, in such sum as the
Board of Directors may provide.
SECTION 5. REGULATIONS.
The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the issue,
transfer, conversion and registration of certificates of shares of the
capital stock of the corporation, but consistent with the laws of Arizona,
the Articles of Incorporation of the corporation and these Bylaws.
ARTICLE VI
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered or amended, or substitute
Bylaws may be adopted at any time only by a majority of the Board of
Directors.