Exhibit 3.02
BYLAWS OF
COMMERCIAL BUILDING SYSTEMS, INC.
A NEVADA CORPORATION
ARTICLE I STOCKHOLDER'S MEETINGS
A) ANNUAL MEETINGS shall be held on or before the 1st day of November of
each year beginning 1995, or at such other time as may be determined by the
board of directors or the president, for the purposes of electing directors, and
transacting such other business as may properly come before the meeting.
B) SPECIAL MEETINGS may be called at any time by the Board of Directors or
by the President, and shall be called by the President or the Secretary at the
written request of the holders of a majority of the shares then outstanding and
entitled to vote.
C) WRITTEN NOTICE stating the time and place of the meeting, signed by the
President or the Secretary, shall be served either personally or by mail, not
less than ten (10) nor more than sixty (60) days before the meeting upon each
Stockholder entitled to vote. Said notice shall state the purpose for which the
meeting is called, no other business may be transacted at said meeting, unless
by unanimous consent of all Stockholders present, either in person or by proxy.
D) PLACE of all meetings shall be at the principal office of the
Corporation, or at such other place as the Board of Directors or the President
may designate.
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E) A QUORUM necessary for the transaction of business at a Stockholder's
meeting shall be a majority of the stock issued and outstanding, either in
person or by proxy. If a quorum is not present, the Stockholders present may
adjourn to a future time, and notice of the future time must be served as
provided in Article I, C), if a quorum is present they may adjourn from day to
day, without notice.
F) VOTING: Each stockholder shall have one vote for each share of stock
registered in his name on the books of the Corporation, a majority vote shall
authorize any Corporate action, except the election of the Directors, who shall
be elected by a plurality of the votes cast.
G) CONSENT: Any action, except election of Directors, which may be taken by
a vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a majority of
the voting power.
ARTICLE II BOARD OF DIRECTORS
A) OFFICE: At least one person chosen annually by the stockholders shall
constitute the Board of Directors. Additional Directors may be appointed by the
Board of Directors. The Director's term shall be for one year, and Directors may
be re-elected for successive annual terms.
B) DUTIES: The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
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C) MEETINGS: Regular meetings of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
the annual meeting of the stockholders, or at such other time and place as the
Board of Directors shall by resolution establish. Notice of any regular meeting
shall not be required, unless the Board of Directors shall change the time or
place of the regular meeting, notice must be given to each Director who was not
present at the meeting at which change was made. Special meetings may be called
by the President or by one of the Directors at such time and place specified in
the notice or waiver of notice thereof. The notice of special meeting shall be
mailed to each Director at least five (5) days before the meeting day, or if the
notice is delivered personally, by telegram or telephone then the notice must be
delivered the day before the meeting. Special meetings may be called without
notice, provided a written waiver of notice is executed by a majority of the
Board of Directors.
D) CHAIRMAN: At all meetings of the Board of Directors, the Chairman shall
preside. If there is no Chairman one shall be chosen by the Directors.
E) QUORUM: A majority of the Board of Directors shall constitute a quorum.
F) VACANCIES: Any vacancy in the Board of Directors, unless the vacancy was
caused by stockholder removal of a Director, shall be filled for the unexpired
term by a majority vote of the remaining Directors, though less than a quorum,
at any regular or special meeting of the Board of Directors called for that
purpose.
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G) A RESOLUTION in writing signed by a majority of the Board of Directors,
shall constitute action by the Board, with the same force and effect as though
such resolution had been passed at a duly convened meeting. The Secretary shall
record each resolution in the minute book.
H) COMMITTEES may be appointed by a majority of the Board of Directors from
its number, by resolution, with such powers and authority to manage the business
as granted by the resolution.
I) SALARIES of the Corporate Officers shall be determined by the Board of
Directors.
ARTICLE III OFFICERS
A) TITLE: This Corporation shall have a president, secretary, treasurer,
and such other officers as may be necessary. Any two or more offices may be held
by the same person. The officers shall be appointed by the Board of Directors at
the regular annual meeting of the Board.
B) DUTIES:
THE PRESIDENT SHALL:
1) Be the chief executive officer of the Corporation.
2) Preside at all meetings of the Directors and the Stockholders.
3) Sign or countersign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of
Directors and shall perform all such other incidental duties.
THE SECRETARY SHALL:
1) have charge of the corporate books, responsible to make the necessary
reports to the Stockholders and the Board of Directors.
2) prepare and disseminate notices, waivers, consents, proxies and other
material necessary for all meetings.
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3) file the sixty (60) day list of officers, directors, name of the
resident agent and the filing fee to the Secretary of State.
4) file the designation of resident agent in the office of the County Clerk
in which the principal office of the Corporation in Nevada is located.
5) file the annual list of officers, directors and designation of
resident agent along with the filing fee.
6) be the custodian of the certified articles of incorporation, bylaws and
amendments thereto.
7) supply to the Resident Agent or Principal Corporate Nevada Office the
name of the custodian of the stock ledger or duplicate stock ledger, along
with the complete Post Office address of the custodian, where such stock
ledger or duplicate stock ledger is kept.
THE TREASURER SHALL:
1) Have the custody of all monies and securities of the Corporation and
shall keep regular books of account.
2) Perform all duties incidental to his office as directed of him by the
Board of Directors and the President.
ARTICLE IV STOCK
A) The certificates representing shares of the Corporation's stock shall be
in such form as shall be adopted by the Board of Directors, numbered and
registered in the order issued. The certificates shall bear the following; the
holders name, the number of shares of stock, the signature either of the
Chairman of the Board of Directors or the President, and either the Secretary or
Treasurer.
B) No certificate shall be issued until the full amount of consideration
has been paid, except as otherwise provided by law.
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C) Each share of stock shall entitle the holder to one vote.
ARTICLE V DIVIDENDS
DIVIDENDS may be declared and paid out of any funds available therefor, as
often, in such amounts as the Board of Directors may determine, except as
limited by law.
ARTICLE VI FISCAL YEAR
THE FISCAL YEAR of the Corporation shall be determined by the Board of
Directors.
ARTICLE VII INDEMNIFICATION
PURSUANT TO N.R.S. 78.751 any person who is a Director, Officer, Employee, or
Agent of this Corporation, who becomes a party to an action is entitled to
indemnification against expenses including attorney fees, judgments, fines and
amounts paid in settlement, if he acted in good faith and he reasoned his
conduct or action to be in the best interest of the Corporation.
ARTICLE VIII AMENDMENTS
A) STOCKHOLDERS shall have the authority to amend or repeal all the bylaws
of the Corporation and enact new bylaws, by affirmative vote of the majority of
the outstanding shares of stock entitled to vote.
B) THE BOARD OF DIRECTORS shall have the authority to amend, repeal, or
adopt new bylaws of the Corporation, but shall not alter or repeal any bylaws
adopted by the stockholders of the Corporation.
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