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EXHIBIT 3.5
BYLAWS
OF
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
ARTICLE I - OFFICES
Section l. Principal Executive Office. The Corporation shall have a
registered office located in the State of Nevada and a principal executive
office located at such place within The City of New York, State of New York as
may be fixed, from time to time, by the Board of Directors.
Section 2. Other Offices. Branch or subordinate offices may be
established by the Board of Directors at such other places as may be desirable.
ARTICLE II - SHAREHOLDERS
Section l. Place of Meeting. Meetings of shareholders shall be held
either at the principal executive office of the Corporation or at any other
location within or without the State of Nevada which may be designated by
written consent of all persons entitled to vote thereat.
Section 2. Annual Meetings. The annual meeting of shareholders shall
be held at such time and place as the Board of Directors shall designate from
time to time. At such meetings, Directors shall be elected by plurality vote,
and any other proper business may be transacted.
Section 3. Special Meetings. Special meetings of the shareholders
may be called for any purpose or purposes permitted under Chapter 78 of Nevada
Revised Statutes at any time by the Board, the Chairman of the Board, the
President, or by shareholders holding not less than twenty-five percent (25%)
of the votes of the shareholders entitled to vote at a meeting. Upon request
in writing to the Chairman of the Board, the President or the Secretary, by any
person or persons entitled to call a special meeting of shareholders, the
Secretary shall cause notice to be given to the shareholders entitled to vote
that a special meeting will be held not less than ten (10) nor more than sixty
(60) days after the date of the notice.
Section 4. Notice of Annual or Special Meeting. Written notice of
each annual meeting of shareholders shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote thereat. Such notice shall state the place, date, and hour of
the meeting and (l) in the case of a special meeting the general nature of the
business to be transacted, or (2) in the case of the annual meeting, those
matters which the Board, at the time of the mailing
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of the notice, intends to present for action by the shareholders, but, any
proper matter may be presented at the meeting for such action. The notice of
any meeting at which Directors are to be elected shall include the names of the
nominees intended, at the time of the notice, to be presented by management for
election.
Notice of a shareholders' meeting shall be given either personally or
by mail or, addressed to the shareholder at the address of such shareholder
appearing on the books of the Corporation. An affidavit of mailing of any
notice, executed by the Secretary, Assistant Secretary, or any agent authorized
by the Board of Directors shall be prima facie evidence of the giving of the
notice.
Section 5. Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
shareholders represented and voting at the meeting on any matter, except as
otherwise specifically provided in these Bylaws, shall be the act of the
shareholders. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by at least a majority
of the number of shares required as noted above to constitute a quorum.
Notwithstanding the foregoing, (l) the sale, transfer and other disposition of
substantially all of the Corporation's properties and (2) a merger or
consolidation of the Corporation shall require the approval by an affirmative
vote of not less than two-thirds (2/3) of the Corporation's issued and
outstanding shares.
Section 6. Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, whether or not a quorum is present, may be adjourned from time to
time. In the absence of a quorum (except as provided in Section 5 of this
Article), no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time and place of
the adjourned meeting or of the business to be transacted thereat, other than
by announcement at the meeting at which such adjournment is taken; provided,
however, when a shareholders' meeting is adjourned for more than forty five
(45) days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.
Section 7. Voting. The shareholders entitled to notice of any
meeting or to vote at such meeting shall be only persons in whose name shares
stand on the stock records of the Corporation on the record date determined in
accordance with Section 8 of this Article.
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Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the Company, whether represented in person or
by proxy.
Section 8. Record Date. The Board may fix, in advance, a record date
for the determination of the shareholders entitled to notice of a meeting or to
vote or entitled to receive payment of any dividend or other distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less
than ten (10) days prior to the date of the meeting nor more than sixty (60)
days prior to any other action. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution, or allotment of rights,
or to exercise of the rights, as the case may be, notwithstanding any transfer
of shares on the books of the Corporation after the record date. 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 unless
the Board fixes a new record date for the adjourned meeting. The Board shall
fix a new record date if the meeting is adjourned for more than forty five (45)
days.
If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the business day next preceding
the day on which notice is given or, if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held. The record date for determining shareholders for any purpose other than
as set forth in Section 8 or Section 10 of this Article shall be at the close
of business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth day prior to the date of such other action, whichever
is later.
Section 9. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 10. Action Without Meeting. Any action which, under any
provision of law, may be taken at any annual or special meeting of
shareholders, may be taken without a meeting and without prior notice if a
consent in writing, setting forth the actions so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares
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entitled to vote thereon were present and voted. Unless a record date for
voting purposes be fixed as provided in Section 8 of this Article, the record
date for determining shareholders entitled to give consent pursuant to this
Section 10, when no prior action by the Board has been taken, shall be the day
on which the first written consent is given.
Section 11. Proxies. Every person entitled to vote shares has the
right to do so either in person or by one or more persons authorized by a
written proxy executed by such shareholder and filed with the Secretary not
less than five (5) days prior to the meeting.
Section 12. Conduct of Meeting. The Chief Executive Officer, if one
shall be elected, otherwise the President, shall preside as Chairman at all
meetings of the shareholders, unless another Chairman is selected. The
Chairman shall conduct each such meeting in a businesslike and fair manner, but
shall not be obligated to follow any technical, formal or parliamentary rules
of procedure. The Chairman's ruling on procedural matters shall be conclusive
and binding on all shareholders. Without limiting the generality of the
foregoing, the Chairman shall have all of the powers usually vested in the
Chairman of a meeting of shareholders.
ARTICLE III - DIRECTORS
Section l. Powers. Subject to limitation of the Articles of
Incorporation, of these Bylaws, and of actions required to be approved by the
shareholders, the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the Board.
The Board may, as permitted by law, delegate the management of the day-to-day
operation of the business of the Corporation to a management company or other
persons or officers of the Corporation provided that the business and affairs
of the Corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board. Without prejudice to such general
powers, it is hereby expressly declared that the Board shall have the following
Powers:
(a) to select and remove all of the officers, agents and employees
of the Corporation, prescribe the powers and duties for them as may not be
inconsistent with law, or with the Articles of Incorporation or these Bylaws,
fix their compensation, and require from them, if necessary, security for
faithful services;
(b) to conduct, manage, and control the affairs and business of
the Corporation and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or these Bylaws, as
they may deem best.
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(c) to adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best;
(d) to authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms and for such consideration as
may be lawful;
(e) to borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidence of debt and securities therefor.
Section 2. Number and Qualification of Directors. Maximum
authorized number of Directors shall be ten (10) until changed by amendment of
the Articles or by a bylaw duly adopted by approval of the outstanding shares
amending this Section 2; provided however, that whenever all the shares of the
Corporation are owned beneficially and of record by either one or two
stockholders, the number of Directors may be less than three, but not less than
the number of shareholders.
Section 3. Election and Term of Office. The Directors shall be
elected at each annual meeting of shareholders but if any such annual meeting
is not held or the Directors are not elected thereat, the Directors may be
elected at any special meeting of shareholders held for that purpose. Each
Director shall hold office until the next annual meeting and until a successor
has been elected.
Section 4. Chairman of the Board. At the regular meeting of the
Board, the first order of business will be to select, from its members, a
Chairman of the Board whose duties will be to preside at all Board meetings
until the next annual meeting and until a successor has been chosen.
Section 5. Vacancies. Any vacancy on the Board of Directors occurring
by reason of the death, resignation or disqualification of any Director, the
removal of any Director from office for cause or without cause, an increase in
the number of Directors, or otherwise, may be filled by the vote of a majority
of the Directors then in office, through less than quorum, or the sole remaining
Director. If no Director is then in office, the Secretary shall promptly call a
Special Meeting of Shareholders to elect Directors to fill such vacancies.
Unless elected by the Shareholders, each Director elected to fill a vacancy
shall hold office until the next meeting of Shareholders at which the election
of Directors is in the regular order of business and until his successor is
elected and has qualified or until his earlier displacement from office by
resignation, removal or otherwise. Each Director elected by the Shareholders to
fill a vacancy shall
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hold office until the next Annual Meeting of Shareholders and until his
successor is elected and has qualified or until his earlier displacement from
office by resignation, removal or otherwise.
Section 6. Place of Meeting. Any meeting of the Board shall be held
at any place within or without the State of Nevada which has been designated
from time to time by the Board. In the absence of such designation, meetings
shall be held at the principal executive office of the Corporation.
Section 7. Regular Meetings. Immediately following each annual
meeting of shareholders the Board shall hold a regular meeting for the purpose
of organization, selection of a Chairman of the Board, election of officers,
and the transaction of other business. Call and notice of such regular meeting
is hereby dispensed with.
Section 8. Special Meetings. Special meetings of the Board for any
purposes may be called at any time by the Chairman of the Board, the President,
or the Secretary or by any three Directors. Special meetings of the Board
shall be held upon at least two (2) days' written notice or twenty-four (24)
hours notice given personally or by telephone, telegraph, telex, facsimile
transmission or other similar means of communication. Any such notice shall be
addressed or delivered to each Director at such Director's address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the Director for purposes of notice.
Section 9. Quorum. A majority of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number be
required by law or by the Articles of Incorporation. 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 number of Directors required as noted above to constitute a
quorum for such meeting.
Section 10. Participation in Meetings by Conference Telephone.
Members of the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another.
Section 11. Waiver of Notice. The transactions of any meeting of the
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be present and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding such meeting or an
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approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
Section 12. Adjournment. A majority of the Directors present,
whether or not a quorum is present, may adjourn any Directors' meeting to
another time and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent Directors if the time and place be fixed at
the meeting adjourned. If the meeting is adjourned for more than ten (10)
days, notice of any adjournment to another time or place shall be given prior
to the time of the adjourned meeting to the Directors who were not present at
the time of adjournment.
Section 13. Fees and Compensation. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board.
Section 14. Action Without Meeting. Any action required or permitted
to be taken by the Board may be taken without a meeting if all members of the
Board shall individually or collectively consent in writing to such action.
Such consent or consents shall have the same effect as a unanimous vote of the
Board and shall be filed with the minutes of the proceedings of the Board.
Section 15. Committees. The Board may appoint one or more
committees, each consisting of two or more Directors, and delegate to such
committees any of the authority of the Board except with respect to:
(a) the approval of any action which requires shareholders'
approval or approval of the outstanding shares;
(b) the filling of vacancies on the Board or on any committees;
(c) the fixing of compensation of the Directors for serving on the
Board or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of new
Bylaws;
(e) the amendment or repeal of any resolution of the Board which
by its express terms is not so amendable or repealable by a committee of the
Board;
(f) a distribution to the shareholders of the Corporation; and
(g) the appointment of other committees of the Board or the
members thereof.
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Any such committee must be appointed by resolution adopted by a
majority of the authorized number of Directors and may be designated an
Executive Committee or by such other name as the Board shall specify. The Board
shall have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. Unless the Board or such committee shall
otherwise provide, the regular or special meetings and other actions of any
such committee shall be governed by the provisions of this Article applicable
to meetings and actions of the Board. Minutes shall be kept of each meeting of
each committee.
ARTICLE IV - OFFICERS
Section 1. Officers. The officers of the Corporation shall be a
President, a Secretary and a Treasurer. The Corporation may also have, at the
discretion of the Board, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers and such
other officers as may be elected or appointed in accordance with the provisions
of Section 3 of this Article.
Section 2. Election. The officers of the Corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by, and shall
serve at the pleasure of, the Board, and shall hold their respective offices
until their resignation, removal or other disqualification from service, or
until their respective successors shall be elected.
Section 3. Subordinate Officers. The Board may elect, and may
empower the President to appoint, such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these Bylaws or as
the Board, or the President may from time to time direct.
Section 4. Removal and Resignation. Any officer may be removed,
either with or without cause, by the Board of Directors at any time, or, except
in the case of an officer chosen by the Board, by any officer upon whom such
power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the
Corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein. The acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy of any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed by these Bylaws for the regular election or appointment
to such office.
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Section 6. President; Chief Executive Officer. The President, or the
Chief Executive Officer, if one shall be appointed, or their designee shall
preside at all meetings of the shareholders. The Chief Executive Officer, if
one shall be appointed, or otherwise the President, has the general powers and
duties of management usually vested in the chief executive officer, and the
President shall be the general manager of the Corporation unless otherwise
prescribed by the Board.
Section 7. Vice Presidents. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions that are upon the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the President or the
Board.
Section 8. Secretary. The Secretary shall keep or cause to be kept,
at the principal executive office and such other place as the Board may order,
a book of minutes of all meetings of shareholders, the Board, and its
committees, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at Board and committee meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof. The
Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
Corporation at the principal executive office of the Corporation.
The Secretary shall keep, or cause to be kept, at the principal
executive office, a share register, or a duplicate share register, showing the
names of the shareholders and their addresses, the number and classes of shares
held by each, the number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board and of any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
Section 9. Treasurer. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and financial transactions of the Corporation and shall send or
cause to be sent to the shareholders of the Corporation such financial
statements and reports as are by law or these Bylaws required to be sent to
them.
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The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, shall render to the President and
Directors, whenever they request it, an account of all transactions as
Treasurer and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board.
Section 10. Agents. The President, any Vice President, the Secretary
or Treasurer may appoint agents with power and authority, as defined or limited
in their appointment, for and on behalf of the Corporation to execute and
deliver, and affix the seal of the Corporation thereto, to bonds, undertakings,
recognizances, consents of surety or other written obligations in the nature
thereof and any of said officers may remove any such agent and revoke the power
and authority given to him.
ARTICLE V - OTHER PROVISIONS
Section 1. Dividends. The Board may, from time to time, declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
on the terms and conditions provided by law, subject to any contractual
restrictions to which the Corporation is then subject.
Section 2. Inspection of Bylaws. The Corporation shall keep in its
principal executive office the original or a copy of these Bylaws as amended to
date which shall be open to inspection by shareholders at all reasonable times
during office hours. If the principal executive office of the Corporation is
outside the State of Nevada and the Corporation has no principal business
office in such State, it shall upon the written notice of any shareholder
furnish to such share holder a copy of these Bylaws as amended to date.
Section 3. Acquisition of Controlling Interest. The provisions of
Section 78.378 through 78.3793, inclusive, of Chapter 78 of the Nevada Revised
Statutes do not apply to the Corporation.
ARTICLE VI - AMENDMENTS
These Bylaws may be altered, amended or repealed either by approval of
a majority of the outstanding shares entitled to vote or by the approval of the
Board; provided, however, that after the issuance of shares, a Bylaw specifying
or changing a fixed number of Directors or the maximum or minimum number or
changing from a fixed to a flexible Board or vice versa may only be adopted by
the approval by an affirmative vote of not less than two-thirds
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(2/3) of the Corporation's issued and outstanding shares entitled to vote.
ARTICLE VII - INDEMNIFICATION
On the terms, to the extent, and subject to the condition prescribed
by statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made,
or threatened to be made, a party to an action or proceeding, civil or
criminal, including an action by or in the right of any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise which any director or officer
of the Corporation served in any capacity at the request of the Corporation, by
reason of the fact that he, his testator or intestate, was a director or
officer of the joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees of any such action or
proceeding, or any appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action or proceeding, expenses incurred by
such person in defending such action or proceeding.
On the terms, to the extent, and subject to the conditions prescribed
by statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made
a party to an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in connection
with an appeal therein, and (b) the Corporation may pay, in advance of final
disposition of any such action, expenses incurred by such person in defending
such action or proceeding.
ARTICLE VIII - FISCAL YEAR
The Fiscal Year of this Corporation shall begin on January l and end
on December 31.
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