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EXHBIT 3.12
BYLAWS
OF
GBC METALS CORP.
(a Nevada corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of, the corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of
Nevada. If any such certificate is countersigned or otherwise authenticated by
a transfer agent or transfer clerk or by a registrar other than the
corporation, a facsimile of the signature of any such officers or agents
designated by the Board may be printed or lithographed upon such certificate in
lieu of the actual signatures. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates shall cease to be such officer or officers of
the corporation before such certificate or certificates shall have been
delivered by the corporation, such certificate or certificates may nevertheless
be adopted by the corporation and be issued and delivered as though the person
or persons who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to be such
officer or officers of the corporation.
Whenever the corporation shall be authorized to issue
more than one class of stock or more than one series of any class of stock, and
whenever the corporation shall issue any shares of special stock, the
certificates representing shares of any such class or series or of any such
special stock shall set forth thereon the statements prescribed by the General
Corporation Law. Any restrictions on the transfer or registration of transfer
of any shares of stock of any class or series shall be noted conspicuously on
the certificate representing such shares.
The corporation may issue a new certificate of stock
in place of any certificate theretofore issued by it, alleged to have been
lost, stolen, or destroyed, and the Board of Directors may require the owner of
any lost, stolen, or destroyed certificate, or his legal representative, to
give the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.
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2. FRACTIONAL SHARE INTERESTS. The corporation shall not be
obliged to but may execute and deliver a certificate for or including a
fraction of a share. In lieu of executing and delivering a certificate for a
fraction of a share, the corporation may pay to any person otherwise entitled
to become a holder of a fraction of a share an amount in cash specified for
such purpose as the value thereof in the resolution of the Board of Directors,
or other instrument pursuant to which such fractional share would otherwise be
issued, or, if not specified therein, then as may be determined for such
purpose by the Board of Directors of the issuing corporation; or may execute
and deliver registered or bearer scrip over the manual or facsimile signature
of an officer of the corporation or of its agent for that purpose, exchangeable
as therein provided for full share certificates, but such scrip shall not
entitle the holder to any rights as a stockholder except as therein provided.
Such scrip may provide that it shall become void unless the rights of the
holders are exercised within a specified period and may contain any other
provisions or conditions that the corporation shall deem advisable. Whenever
any such scrip shall cease to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as therein provided shall be
deemed to be treasury shares unless the scrip shall contain other provision for
their disposition.
3. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if
any, transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with
a transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes, if any , due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the directors may fix, in
advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
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; the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
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5. MEANING OF CERTAIN TERMS. As used in these Bylaws in
respect of the right to notice of a meeting of stockholders or a waiver thereof
or to participate or vote thereat or to consent or dissent in writing in lieu
of a meeting, as the case may be, the term "share" or "shares" or "share of
stock" or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is authorized to issue only
one class of shares of stock, and said reference is also intended to include
any outstanding share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the Articles
of Incorporation confers such rights where there are two or more classes or
series of shares of stock or upon which or upon whom the General Corporation
Law confers such rights notwithstanding that the articles of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
-TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date and at the time fixed by
the directors.
-PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Nevada, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal office of the corporation in the State
of Nevada.
-CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the
meeting.
-NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be
in writing and signed by the President or a Vice-President, or the Secretary,
or an Assistant Secretary, or by such other person or persons as the directors
shall designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time when, and the place, where it is to be held. A
copy of such notice shall be either delivered personally to, or shall be mailed
postage prepaid, to each stockholder not less than ten nor more than sixty days
before such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation. Any stockholder may
waive notice of any meeting by a writing signed by him, or his duly authorized
attorney, either before or after the meeting; and whenever notice of any kind
is required to be given under the provisions of the General Corporation Law, a
waiver thereof in writing and duly signed whether before or after the time
stated therein, shall be deemed equivalent thereto.
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-CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, a Vice-President, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by
the stockholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.
-PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy appointed by an instrument in
writing in all matters in which a stockholder is entitled to participate,
whether by voting or participating at a meeting, or expressing consent or
dissent without a meeting. Every proxy must be executed by the stockholder or
by his attorney-in-fact. No proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an interest or
unless it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven years from the date of its
execution.
-INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or inspectors, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him or
them.
-QUORUM. The holders of a majority of the outstanding shares
of stock or of the voting power, as the case may be, shall constitute a quorum
at a meeting of stockholders for the transaction of any business unless the
action to be taken at the meeting shall require a greater proportion. The
stockholders present may adjourn the meeting despite the absence of a quorum.
-VOTING. Each share of stock shall entitles the holder
thereof to one vote. In the election of directors, a plurality of the votes
cast shall elect. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law, the Articles of
Incorporation, or these Bylaws prescribe a different percentage of votes and/or
a different exercise of voting power. In the election of directors, voting
need not be by ballot; and, except as otherwise may be provided by the General
Corporation Law, voting by ballot shall not be required for any other action.
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7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may
otherwise be provided by the General Corporation Law, any action which may be
taken by the vote of stockholders at a meeting, may be taken without a meeting
if authorized by the written consent of stockholders holding at least a
majority of the voting power; provided that if any greater proportion of voting
power is required for such action at a meeting, then such greater proportion of
written consents shall be required. In no instance where action is authorized
by written consent need a meeting of stockholders be called or noticed. Any
written consent shall be subject to the requirements of Section 78.320 of the
General Corporation Law and of any other applicable provision of law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation. The
Board of Directors shall have authority to fix the compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board"
herein refers to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be at least
18 years of age. A director need not be a stockholder or a resident of the
State of Nevada. The initial Board of Directors shall consist Of 3 persons.
Thereafter the number of directors constituting the whole board shall be at
least one. Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be 3 . The number of directors may be increased or decreased by action
of the stockholders or of the directors.
3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of the General
Corporation Law of Nevada. The first Board of Directors shall hold office
until the first election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the
corporation. Thereafter, directors who are elected at an election of directors
by stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next election of
directors by stockholders and until their successors are elected and qualified
or until their earlier resignation or removal. In the interim between
elections of directors by stockholders, newly created directorships and any
vacancies in the Board of Directors, including any vacancies resulting from the
removal of directors for cause or without cause by the stockholders and not
filled by said stockholders, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.
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4. MEETINGS.
-TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
-PLACE. Meetings shall be held at such place within or
without the State of Nevada as shall be fixed by the Board.
-CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any the Vice-Chairman of the
Board, if any, of the President, or of a majority of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice if any need not be given to a director or to any
member of a committee of directors who submits a written waiver of notice
signed by him before or after the time stated therein.
-QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided, that such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as the
Articles of Incorporation or these Bylaws may otherwise provide, and except as
otherwise provided by the General Corporation Law, the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law and
these Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested directors.
Members of the Board or of any committee which may be
designated by the Board may participate in a meeting of the Board or of any
such committee, as the case may be, by means of a conference telephone network
or a similar communications method by which all persons participating in the
meeting hear each other. Participation in a meeting by said means shall
constitute presence in person at any such meeting. Each person participating
in a meeting by such means shall sign the minutes thereof.
-CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall
preside.
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5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the holders of at least two thirds of the
outstanding stock of the corporation. One or more of the directors may be
removed for cause by the Board of Directors.
6. COMMITTEES. Whenever its number consists of two or more,
the Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the directors of the corporation and each committee to have such powers
and duties as the Board shall determine. Any such committee, to the extent
provided in the resolution or resolutions of the Board, shall have and may
exercise the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation and may authorize the seal or stamp
of the corporation to be affixed to all papers on which the corporation desires
to place a seal or stamp.
7. WRITTEN ACTION. 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 a written consent thereto is signed by all the
members of the Board or committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation shall have a President, a Secretary, a
Vice President, and such other officers, agents and factors with such titles as
the resolution choosing them shall designate. Each of any such officers,
agents, and factors shall be chosen by the Board of Directors or chosen in the
manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in
the resolution choosing him, no officer other than the Chairman of the Board,
if any, and the Vice-Chairman of the Board, if any, need be a director.
Any two or more offices may be held by the same
person, as the directors may determine.
3. TERM OF OFFICE. Unless otherwise provided in the
resolution choosing him, each officer, except the Resident Agent, shall be
chosen for a term which shall continue until the meeting of the Board of
Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified. The Resident Agent shall serve
until his or its successor shall have been chosen and qualified.
Any officer may be removed, with or without cause, by
the Board of Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board
of Directors or in the manner determined by the Board.
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4. DUTIES AND AUTHORITY. All officers of the corporation
shall have such authority and perform such duties in the management and
operation of the corporation as shall be prescribed in the resolution
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident to
their office except to the extent that such resolutions or instruments may be
inconsistent therewith.
ARTICLE IV
PRINCIPAL OFFICE
The location of the initial principal office of the
corporation in the State of Nevada is set forth in the original Articles of
Incorporation.
The corporation shall maintain at said principal office a copy
of its Articles of Incorporation, and all amendments thereto, and a copy of
these Bylaws, and all amendments thereto, as certified by the Secretary of the
corporation. The corporation shall also keep at said principal office a stock
ledger or a duplicate stock ledger, revised annually containing the names,
alphabetically arranged, of all persons who are stockholders of the
corporation, showing their places of residence, if known, and the number of
shares held by them respectively or a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the present and
complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board
of Directors may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make
new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if
any, of the stockholders.
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