EXHIBIT 3.7
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ARTICLES OF INCORPORATION
OF
GENERAL VENTURES INC.
PURSUANT TO THE LIBERIAN BUSINESS CORPORATION ACT
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ARTICLES OF INCORPORATION
PURSUANT TO THE LIBERIAN BUSINESS CORPORATION ACT
The undersigned, for the purpose of forming a corporation pursuant to the
provisions of the Liberian Business Corporation Act, does hereby make,
subscribe, acknowledge and file in the Office of the Minister of Foreign Affairs
this instrument for that purpose, as follows:
A. The name of the Corporation shall be:
GENERAL VENTURES INC.
B. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
Liberian Business Corporation Act and without in any way limiting the generality
of the foregoing, the corporation shall have the power:
(1) To purchase or otherwise acquire, own, use, operate, pledge,
hypothecate, mortgage, lease, charter, sub-charter, sell, build, and repair
steamships, motorships, tankers, whaling vessels, sailing vessels, tugs,
lighters, barges, and all other vessels and craft of any and all means of
conveyance and transportation by land, water or air, together with engines,
boilers, machinery, equipment and appurtenances of all kinds, including ***sts,
sails, boats, anchors, cables, tackle, furniture and all other necessities
thereunto appertaining and belonging, together with ail materials, articles,
tools, equipment and appliances necessary, suitable or convenient for the
construction, use and operation thereof; and to equip, furnish, and outfit such
vessels and ships.
(2) To engage in ocean, coastwise and inland commerce, and generally in
the carriage of freight, goods, cargo in bulk, passengers, mail and personal
effects by water between the various ports of the world and to engage generally
in waterborne commerce.
(3) To purchase or otherwise acquire, own, use, operate, lease, build,
repair, sell or in any manner dispose of docks, piers, quays, wharves, dry
docks, warehouses and storage facilities of all kinds, and any property, real,
personal and mixed, in connection therewith.
(4) To act as ship's husband, ship brokers, custom house brokers, ship's
agents, manager of shipping property, freight contractors, forwarding agents,
warehousemen, wharfingers, ship chandlers, and general traders.
C. The registered address of the Corporation in Liberia shall be 80 Broad
Street, Monrovia, Liberia. The name of the Corporation's registered agent at
such address shall be The LISCR Trust Company.
The aggregate number of shares of stock that the Corporation is authorized
to issue Five Hundred (500) registered and/or bearer shares without par value.
The Corporation shall mail notices and information to holders of bearer
shares to the address provided to the Corporation by the shareholder for that
purpose.
The holder of a stock certificate issued to bearer may cause such
certificate to be exchanged for another certificate in his name for a like
number of shares, and the holder of shares issued in the name of the owner may
cause his certificate to be exchanged for another certificate to bearer for a
like number of shares.
E. The Corporation shall have every power which a corporation now or hereafter
organized under the Liberian Business Corporation Act may have.
F. The name and mailing address of each incorporator and subscriber of these
Articles of Incorporation and the number of shares of stock subscribed by each
incorporator is:
No. of Shares of
Name Post Office Address Common Stock Subscribed
---- ------------------- -----------------------
A. Abedje 80 Broad Street One
Monrovia, Liberia
The number of directors constituting the initial board of directors is
three (3).
H. The Board of Directors as well as the Shareholders of the Corporation shall
have the. authority to adopt, amend or repeal the by-laws of the Corporation.
I. Corporate existence shall begin upon filing these Articles of Incorporation
with the Minister of Foreign Affairs as of the filing date stated on these
Articles.
IN WITNESS WHEREOF, I have executed this instrument on SEPTEMBER 3, 2003.
/s/ A. Abedje
------------------------------------
A. Abedje
$12.00 REVENUE STAMPS ON ORIGINAL
On SEPTEMBER 3, 2003 before me personally came A. ABEDJE to me known and
known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that the execution thereof was his act
and deed.
[SEAL] /s/ [ILLEGIBLE]
THE LISCR TRUST COMPANY
The LISCR Trust Company hereby accepts its appointment as Registered Agent
for
GENERAL VENTURES INC.
and hereby certifies that the office of The LISCR Trust Company is located at 80
Broad Street, City of Monrovia, County of Montserrado, Republic of Liberia.
THE LISCR TRUST COMPANY
BY: /s/ [ILLEGIBLE]
----------------------------------------
AUTHORIZED SIGNATURE
Dated SEPTEMBER 3, 2003
TRANSFER OF SUBSCRIPTION
FOR VALUE RECEIVED, I, A. ABEDJE
have sold, assigned and transferred, and by these presents do sell, assign and
transfer unto
JUAN A. MONTES G.
all my rights, title and interest as individual subscriber to or resulting from
my respective subscription to the capital stock of
GENERAL VENTURES INC.
a corporation incorporated on SEPTEMBER 3,2003 under the laws of the Republic of
Liberia, to the extent of One (1) share of the Common Stock of said corporation,
and I request said corporation to issue the certificate for said share of stock
to and in the name of said
or his nominee, and I do hereby authorize, empower and direct the Treasurer or
Secretary of said corporation to register this transfer on the books of said
corporation effective as of SEPTEMBER 3, 2003.
WITNESS my hand on SEPTEMBER 3, 2003.
/s/ A. Abedje L.S.
--------------------------------------
A. Abedje
Signed in the presence of:
/s/ [ILLEGIBLE]
GENERAL VENTURES INC.
By-Laws
ARTICLE I
Address and Offices
Section 1.1 Registered Address. The registered address of the Corporation shall
be at 80 Broad Street, Monrovia, Liberia.
Section 1.2 Offices. The Corporation may have offices at such places within or
without the Republic of Liberia as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
Shareholders
Section 2.1 Annual Meetings. An annual meeting of shareholders shall be held for
the election of directors at such date, time and place either within or without
the Republic of Liberia as may be designated by the Board of Directors from time
to time. Any other proper business may be transacted at the annual meeting.
Section 2.2 Special Meetings. Special meetings of shareholders may be called at
any time by the Board of Directors, to be held at such date, time and place
either within or without the Republic of Liberia as may be designated by the
Board If no date for an annual meeting has been designated by the Board of
Directors for a period of thirteen (13) months after the last annual meeting,
holders of not less than, ten percent (10%) of the shares entitled to vote in an
election of directors may, in writing, demand the call of a special meeting
specifying the time thereof, which shall not be less than two (2) nor more than
three (3) months from the date of such call. The Secretary of the Corporation
upon receiving the written demand shall promptly give notice of such meeting, or
if he fails to do so within five (5) business days thereafter, any shareholder
signing such demand may give such notice.
Section 2.3 Notice of Meetings. Whenever shareholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, the purpose or
purposes for which the meeting is called and, in the case of a special meeting,
that it is being issued by or at the direction of the person or persons calling
the meeting. Unless otherwise provided by law, the written notice of any meeting
shall be given personally or sent by mail, telegraph, cablegram, telex or
telecopier, not less than fifteen (15) nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the mail,
postage prepaid, directed to the shareholder at such shareholder's address as it
appears in the Corporation's register of shareholders. In the case of shares
issued to bearer, the Corporation shall send notices to each such shareholder to
the address provided to the Corporation by such shareholder for such purpose.
Section 2.4 Adjournments. Any meeting of shareholders, annual or special, may be
adjourned from time to time to reconvene at the same or some other place, and,
unless a meeting is adjourned for lack of a quorum, notice need not be given of
any such adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the Corporation may transact any business which might have
been transacted on the original date of the meeting. If after an adjournment the
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the adjourned meeting shall be given to each shareholder of record on the new
record date entitled to vote at the meeting.
Section 2.5 Waiver_of Notice. Notice of meeting need not be given to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by such shareholder. Neither the business to be transacted at, nor the
purpose of any meeting of the shareholders, need be specified in any written
waiver of notice.
Section 2.6 Quorum. At each meeting of shareholders, except where otherwise
provided by law or the Articles of Incorporation or these By-laws, the holders
of a majority of the outstanding shares of each class of shares entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a
quorum. In the absence of a quorum the shareholders so present may, by majority
vote, adjourn the meeting from time to time in the manner provided by Section
2.4 of these By-laws until a quorum shall attend. Shares of the Corporation held
on the record date for the meeting by the Corporation or a subsidiary of the
Corporation shall neither be entitled to vote nor be counted in determining the
total number of outstanding shares; provided, however, that the foregoing shall
not limit the right of the Corporation to vote shares, including but not limited
to its own shares, held by it in a fiduciary capacity.
Section 2.7 Conduct of Meetings. Meetings of shareholders shall be presided over
by the President, or in the absence of the President by a Vice President, or in
the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary an Assistant
Secretary, shall act as secretary of the meeting, but in the absence of the
Secretary and any Assistant Secretary the chairman of the meeting may appoint
any person to act as secretary of the meeting.
Section 2.8 Voting: Proxies. Unless otherwise provided in the Articles of
Incorporation, each registered shareholder as of the relevant record date shall
be entitled at every meeting of shareholders to one vote for each share standing
in the name of such shareholder which has voting power upon the matter in
question. Each shareholder entitled to vote at a meeting of shareholders, or to
express consent or dissent without a meeting, may authorize another person or
persons to act for such shareholder by proxy, but no such proxy shall be valid
after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy must be signed by the shareholder
or its attorney-in-fact. A duly executed proxy shall be irrevocable if it is
entitled "irrevocable proxy" and states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A shareholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duty executed proxy bearing a later date
with the Secretary of the Corporation. Voting at meetings of shareholders need
not be by written ballot and need not be conducted by inspectors unless the
holders of a majority of the outstanding shares of all classes of shares
entitled to vote thereon present in person or by proxy at such meeting shall so
determine. Each director shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election of such director. Unless otherwise provided by law or by the Articles
of Incorporation or these By-laws, any corporate action other than the election
of directors requiring the vote of shareholders shall be authorized by a
majority of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.
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In the case of shares issued to bearer, the bearer of a certificate or
certificates representing such shares entitled to vote, shall be entitled to one
vote at any meeting of the shareholders for each share entitled to vote at such
meeting, represented by such certificate, upon presentation of such certificate
or certificates, or upon presentation of such other evidence of ownership as may
be prescribed by the board of directors.
Section 2.9 Notice of Nomination. Nominations for the election of any director
may be made by the Board of Directors or by any shareholder entitled to vote
for the election of such director. Such nominations shall be made by notice in
writing, delivered or mailed by first class mail, postage prepaid, to the
Secretary of the Corporation not less than fifteen(15) days nor more than sixty
(60) days prior to any meeting of the shareholders called for the election of
such director; provided, however, that if less than twenty-one(21) days' notice
of the meeting is given to shareholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the Corporation not later than the
close of the seventh(7th) day following the day on which notice of the meeting
was given to shareholders Notice of nominations which are proposed by the Board
of Directors shall be given by the Chairman of the Board. Each such notice of
nomination shall set forth (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee and (iii) the number of shares of
the Corporation which are beneficially owned by each such nominee. The Chairman
of the meeting may, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
Section 2.10 Determination of Shareholders of Record. For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholderes or any adjournment thereof, or to express consent or dissent from
any proposal without a meeting, or to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of shareholders Such date shall not be more than sixty(60) nor
less than fifteen(15) days before the date of such meeting, nor more than sixty
(60) days prior to any other action. If no record date is so fixed: (i) the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and (ii) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
Section 2.11 List of Shareholders at Meetings. A list of shareholders as of the
record date certified by the Secretary or by a transfer agent, shall be produced
at any meeting of shareholders upon request of any shareholder at the meeting or
prior thereto. If the right to vote at any meeting is challenged, the inspector
of election if any, or person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the persons challenged
to vote at such meeting, and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.
Section 2.12 Action Without a Meeting. Any action required to be taken or which
may be taken at any meeting of shareholders of the Corporation may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same effect as a unanimous vote of
shareholders
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ARTICLE III
Board of Directors
Section 3.1 Powers. All corporate power shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
by, the Board of Directors, except as may be otherwise provided by law or in the
Articles of Incorporation. Directors need not be shareholders.
Section 3.2 Number. The number of directors constituting the entire Board of
Directors shall be four (4) unless the shares of the Corporation are owned
beneficially and of record by less than four(4) shareholders in which case the
number of directors shall be equal to the number of shareholders. Cumulative
voting for directors shall not be permitted.
Section 3.3 Vacancy. Any vacancies occurring in the Board of Directors for any
reason, may be filled by the vote of a majority of the directors then in office,
although less than a quorum exists, or by the vote of the shareholders. Any
directors so chosen shall hold office until their respective successors shall be
elected and qualified.
Section 3.4 Removal Any director of the Corporation may at any time be removed
with or without cause by the vote of the shareholders.
Section 3.5 Resignation. A director may resign at any time by giving written
notice to the President or Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 3.6 Regular Meetings. Regular meetings of the Board of Directors may be
held at such places within or without the Republic of Liberia and at such times
as the Board may from time to time determine by resolution, and if so determined
notice thereof need not be given.
Section 3.7 Special Meetings. Special meetings of the Board of Directors may be
held at any time or place within or without the Republic of Liberia whenever
called by the President or by any two (2) directors. Five (5) days' notice of
the time and place of any special meeting shall be given by the person or
persons calling the meeting to each other director either personally or by mail,
telegraph, cablegram, telex or telecopier. It shall not be necessary to specify
the purpose of any special meeting in any notice thereof. Notice of meeting need
not be given to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without protesting the
lack of notice. Neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Directors need be specified in any written waiver of
notice.
Section 3.8 Quorum; Vote Required for Action. At all meetings of the Board of
Directors the presence of a majority of the entire Board shall constitute a
quorum for the transaction of business. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
except as otherwise provided in the Articles of Incorporation and in these
By-laws. In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 3.9 Conduct of Meetings. Meetings of the Board of Directors shall be
presided over by the President, or in the absence of the President, by a
chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
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the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 3.10 Action by Directors Without a Meeting. 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 of
Directors or of such 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 or such committee.
Section 3.11 Participation in Meetings by Conference Telephone Permitted.
Members of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may be,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.11 shall constitute
presence in person at such meeting.
Section 3.12 Compensation of Directors. The Board of Directors shall have the
authority to fix the compensation of directors for services in any capacity.
Section 3.13 Interested Director, Quorum. No contract or transaction between the
Corporation and one or more of its directors, or between the Corporation and any
other corporation, firm, association or other entity in which one or more of its
directors are directors or officers, or have a substantial financial interest,
shall be either void or voidable for this reason alone or by reason alone that
such director or directors are present at the meeting of the Board of Directors
or committee thereof which approves such contract or transaction, or that his or
her or their votes are counted for such purpose, if: (i) the material facts as
to such director's interest in such contract or transaction and as to any such
common directorship, officership or financial interest are disclosed in good
faith or known to the Board or committee, and the Board or committee approves
such contract or transaction by a vote sufficient for such purpose without
counting the vote of such interested director or, if the votes of the
disinterested directors are insufficient to constitute an act of the Board under
the Articles of Incorporation or these By-laws, by unanimous vote of
disinterested directors; or (ii) the material facts as to such director's
interest in such contract or transaction and as to any such common directorship,
officership or financial interest are disclosed in good faith or known to the
shareholders entitled to vote thereon, and such contract or transaction is
approved by vote of such shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board or of
a committee which approves such contract or transaction.
ARTICLE IV
Officers
Section 4.1 Officers; Election. As soon as practicable after the annual meeting
of shareholders in each year, the Board of Directors shall elect a President, a
Secretary and a Treasurer. The Board may also elect one or more Vice Presidents,
one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers and such other officers as the Board may determine are
desirable or necessary to carry on the business of the Corporation and may give
any of them such further designations or alternate titles as it considers
desirable. Any number of offices may be held by the same person. Officers may
but need not be directors or shareholders of the Corporation. The salaries of
all officers of the Corporation shall be fixed from time to time by the Board of
Directors.
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Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise
provided in the resolution of the Board of Directors electing any officer, each
officer shall hold office until the first meeting of the Board following the
next annual meeting of shareholders succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Board or to the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. the Board may remove any officer with or without cause at
any time. Any such removal shall be without prejudice to the contractual rights
of such officer, if any, with the Corporation, but the election of an officer
shall not of itself create contractual rights. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board.
Section 4.3 President. The President shall be the chief executive officer and
shall have general charge and supervision of the business of the Corporation
and, in general, shall perform all duties incident to the office of president
of a corporation and such other duties as may, from time to time, be assigned to
him or her by the Board or as may be provided by law.
Section 4.4 Vice Presidents. Any Vice President, at the request or in the
absence or disability of the President, shall perform the duties of the
President, and shall perform such other duties as may, from time to time, be
assigned to him or her or them by the Board or the President or as may be
provided by law. If there shall be more than one Vice President, the Board of
Directors may determine which one or more of the Vice Presidents shall perform
any of such duties or, if such determination is not made by the Board, the
President may make such determination; otherwise any of the Vice Presidents may
perform any of such duties.
Section 4.5 Secretary. The Secretary shall record the proceedings of the
shareholders, the Board of Directors and any committees in a book or books to be
kept for that purpose, shall see that notices are given and records and reports
are properly kept and filed by the Corporation in accordance with the provisions
of these By-laws or as required by law, shall be custodian of the seal of the
Corporation and affix the corporate seal to any document the execution of which,
on behalf of the Corporation, is duly authorized; and, in general, shall perform
all duties incident to the office of secretary of a corporation and such other
duties as may, from time to time, be assigned to him or her by the Board or the
President or as may be provided by law.
Section 4.6 Treasurer. The Treasurer shall be the chief financial officer and
shall have charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation and shall deposit or cause to be deposited, in
the name of the Corporation, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected
by or under authority of the Board of Directors. If required by the Board, the
Treasurer shall give a bond for the faithful discharge of his or her duties,
with such surety or sureties as the Board may determine. The Treasurer shall
keep or cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation, shall render to the President and to
the Board, whenever requested, an account of the financial condition of the
Corporation, and, in general, shall perform all the duties incident to the
office of treasurer of a corporation and such other duties as may, from time to
time, be assigned to him or her by the Board or the President or as may be
provided by law.
Section 4.7 Other Officers. The other officers, if any, of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in a resolution of the Board of Directors which is not inconsistent with
these By-laws and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board. The Board may require
any officer, agent or employee to give security for the faithful performance of
his or her duties.
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ARTICLE V
Indemnification of Directors and Others
Section 5.1 Third Party Proceedings. The Corporation shall indemnify to the full
extent authorized by law any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that such person is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
Section 5.2 Corporate Proceedings. The Corporation shall indemnify to the full
extent authorized by law any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person or in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 5.3 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer against any liability asserted against such person and incurred by
such person in such capacity whether or not the Corporation would have the power
to indemnify such person against such liability by law or under the provisions
of these By-laws.
ARTICLE VI
Certificates for Shares
Section 6.1 Form. Except as otherwise provided in the Articles of Incorporation
or these By-laws, every holder of shares in the Corporation shall be entitled to
have a certificate signed by or in the name of the Corporation by the President
or a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, of the Corporation. The signatures of the
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or
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registered by a registrar other than the Corporation itself or its employees. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer at the date of issue. Each certificate representing
shares of the Corporation shall when issued state upon the face thereof: (i)
that the Corporation is formed under the laws of the Republic of Liberia, (ii)
the name of the person or persons to whom issued, (iii) the number of shares
which such certificate represents; and (iv) the par value of each share
represented by such certificate. Any restrictions on transfer of shares
represented by a certificate shall be noted on the face or back of each
certificate for shares issued by the Corporation. The Corporation shall keep a
register continuing the names and addresses of all shareholders, the number and
class and series, if any, of shares held by each shareholder, and the date(s)
when each shareholder became the owner of record of shares. Except as otherwise
provided in the Articles of Incorporation and these By-laws, upon surrender to
the Corporation or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon the Corporation's register of shareholders.
Section 6.2 Lost, Stolen or Destroyed Share Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate or new certificates in
the place of any certificate or certificates theretofore issued by it, alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the share certificate or certificates to be lost,
stolen or destroyed. As a condition precedent to the issuance of a new
certificate, the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it with respect to the certificate alleged to have been lost, stolen or
destroyed.
ARTICLE VII
Miscellaneous
Section 7.1 fiscal Year. The fiscal year of the Corporation shall be the
calendar year unless otherwise determined by the Board of Directors.
Section 7.2 Dividends. Dividends on the shares of the Corporation outstanding
from time to time may be declared by the Board of Directors as permitted by law.
Section 7.3 Seal. The Corporation may have a corporate seal which shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Republic of Liberia", and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
Section 7.4 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its register of shareholders, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
Section 7.5 Annual Report. Upon the written request of any person who shall have
been a shareholder of record for at least six (6) months immediately preceding
his request, or of any person
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holding, or thereunto authorized in writing by the holders of, at least five
percent (5%) of any class of the outstanding shares of the Corporation, the
Corporation shall give or mail to such shareholder an annual balance sheet and
profit and loss statement for the preceding fiscal year, and, if any interim
balance sheet or profit and loss statement has been distributed to its
shareholders or otherwise made available to the public, the most recent such
interim balance sheet or profit and loss statement.
Section 7.6 Corporate Records. Each shareholder shall have a right to inspect,
in person or by agent or attorney, during the usual hours of business, for a
purpose reasonably related to such shareholder's interests as a shareholder, the
Corporation's share register, books of account, and minutes of all proceedings,
and to make copies or extracts therefrom.
Section 7.7 Amendment of By-Laws. These By-laws may be amended or repealed, and
new By-laws may be adopted, by the vote of the shareholders or of the Board of
Directors, but any By-Laws adopted by the Board of Directors may be amended or
repealed by the vote of the shareholders.
The undersigned, Secretary of GENERAL VENTURES INC., a company duly
organized and existing in accordance with the laws of the Republic of Liberia,
does hereby
C E R T I F Y:
That the foregoing is a true and exact copy of the By-Laws of said
corporation, which were duly adopted at the meeting of the Board of Directors,
held on the 3th day of September, 2003.
/s/ Elsa Ma Sousa
--------------------------
Elsa Ma Sousa
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