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EXHIBIT 3.2
BYLAWS
OF
ZEOLITE MINING CORPORATION
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation, for
the purpose of election of Directors and for such other business
as may come before it, shall be held at the registered office of
the Corporation, or such other places, either within or without
the State of Nevada, as may be designated by the notice of the
meeting, on the first week in October of each and every year, at
1:00 p.m., commencing in 2001, but in case such day shall be a
legal holiday, the meeting shall be held at the same hour and
place on the next succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may be
called at any time by the holders of ten percent (10%) of the
voting shares of the Corporation, or by the President, or by the
Board of Directors or a majority thereof. No business shall be
transacted at any special meeting of shareholders except as is
specified in the notice calling for said meeting. The Board of
Directors may designate any place, either within or without the
State of Nevada, as the place of any special meeting called by the
president or the Board of Directors, and special meetings called
at the request of shareholders shall be held at such place in the
State of Nevada, as may be determined by the Board of Directors
and placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called shall be given by the secretary or persons
authorized to call the meeting to each shareholder of record
entitled to vote at the meeting. Such notice shall be given not
less than ten (10) nor more than fifty (50) days prior to the date
of the meeting, and such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the
shareholder at his/her address as it appears on the stock transfer
books of the Corporation.
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.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by his/her
attendance thereat in person or by proxy. Any shareholder so
waiving shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.
.05 Quorum and Adjourned Meetings.
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn
the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his/her duly
authorized attorney in fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of
its execution, unless otherwise provided in the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation or
in these Bylaws, every shareholder of record shall have the right
at every shareholder's meeting to one (1) vote for every share
standing in his/her name on the books of the Corporation, and the
affirmative vote of a majority of the shares represented at a
meeting and entitled to vote thereat shall be necessary for the
adoption of a motion or for the determination of all questions and
business which shall come before the meeting.
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed by
its Board of Directors.
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.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less than
one nor more than thirteen. Each Director shall hold office until
the next annual meeting of shareholders and until his/her
successor shall have been elected and qualified. Directors need
not be residents of the State of Nevada or shareholders of the
Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their annual
meeting each year; and if, for any cause the Directors shall not
have been elected at an annual meeting, they may be elected at a
special meeting of shareholders called for that purpose in the
manner provided by these Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the remaining
Director, whether constituting a quorum or not, may elect a
successor to hold office for the unexpired portion of the terms of
the Director whose place shall be vacant, and until his/her
successor shall have been duly elected and qualified.
.05 Resignation.
Any Director may resign at any time by delivering written notice
to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or regular
meeting of the Board of Directors of the Corporation may be held
outside of the State of Nevada, and any member or members of the
Board of Directors of the Corporation may participate in any such
meeting by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time;
the participation by such means shall constitute presence in
person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or at such
time and place as may be determined by the Directors. No
notice of the annual meeting of the Board of Directors shall
be necessary.
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B. Special Meetings.
Special meetings of the Directors shall be called at any time
and place upon the call of the president or any Director.
Notice of the time and place of each special meeting shall be
given by the secretary, or the persons calling the meeting,
by mail, radio, telegram, or by personal communication by
telephone or otherwise at least one (1) day in advance of the
time of the meeting. The purpose of the meeting need not be
given in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or after such
meeting) and will be waived by any Director in attendance at
such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at
such place and on such day and hour as shall from time to
time be fixed by resolution of the Board of Directors. No
notice of regular meetings of the Board of Directors shall be
necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall constitute a
quorum for all purposes, but a lesser number may adjourn any
meeting, and the meeting may be held as adjourned without further
notice. At each meeting of the Board at which a quorum is
present, the act of a majority of the Directors present at the
meeting shall be the act of the Board of Directors. The Directors
present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough Directors to leave less than a quorum.
.08 Compensation.
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director.
No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
.09 Presumption of Assent.
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken
unless his/her dissent shall be entered in the minutes
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of the meeting or unless he/she shall file his/her written dissent
to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such
action.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an
executive committee and one of more other committees, each of
which, to the extent provided in such resolution, shall have and
may exercise all the authority of the Board of Directors, but no
such committee shall have the authority of the Board of Directors,
in reference to amending the Articles of Incorporation, adoption a
plan of merger or consolidation, recommending to the shareholders
the sale, lease, exchange, or other disposition of all of
substantially all the property and assets of the dissolution of
the Corporation or a revocation thereof, designation of any such
committee and the delegation thereto of authority shall not
operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a chairman of
the Board of Directors from its members; and, if a chairman has
been elected, he/she shall, when present, preside at all meetings
of the Board of Directors and the shareholders and shall have such
other powers as the Board may prescribe.
.12 Removal.
Directors may be removed from office with or without cause by a
vote of shareholders holding a majority of the shares entitled to
vote at an election of Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation, Bylaws,
or the laws under which this Corporation is formed, to be voted upon or
approved at a duly called meeting of the Directors or shareholders may
be accomplished without a meeting if a written memorandum of the
respective Directors or shareholders, setting forth the action so
taken, shall be signed by all the Directors or shareholders, as the
case may be.
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IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or more
vice presidents (the number thereof to be determined by the Board
of Directors), a secretary and a treasurer, each of whom shall be
elected by the Board of Directors. Such other Officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any Officer may be held by
the same person, except that in the event that the Corporation
shall have more than one director, the offices of president and
secretary shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of Directors.
None of said Officers except the president need be a Director, but
a vice president who is not a Director cannot succeed to or fill
the office of president. The Officers shall be elected by the
Board of Directors. Except as hereinafter provide, each of said
Officers shall hold office from the date of his/her election until
the next annual meeting of the Board of Directors and until
his/her successor shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers shall
be as follows:
A. President.
The president shall be the chief executive Officer of the
Corporation and, subject to the direction and control of the
Board of Directors, shall have general charge and supervision
over its property, business, and affairs. He/she shall,
unless a Chairman of the Board of Directors has been elected
and is present, preside at meetings of the shareholders and
the Board of Directors.
B. Vice President.
In the absence of the president or his/her inability to act,
the senior vice president shall act in his place and stead
and shall have all the powers and authority of the president,
except as limited by resolution of the Board of Directors.
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C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of the
Board of Directors meetings in one or more books
provided for that purpose;
2. See that all notices are duly given in accordance
with the provisions of these Bylaws or as required
by law;
3. Be custodian of the corporate records and of the
seal of the Corporation and affix the seal of the
Corporation to all documents as may be required;
4. Keep a register of the post office address of each
shareholder which shall be furnished to the
secretary by such shareholder;
5. Sign with the president, or a vice president,
certificates for shares of the Corporation, the
issuance of which shall have been authorized by
resolution of the Board of Directors;
6. Have general charge of the stock transfer books of
the corporation; and,
7. In general perform all duties incident to the
office of secretary and such other duties as from
time to time may be assigned to him/her by the
president or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody, control and
disposition of the funds and securities of the Corporation
and shall account for the same; and, at the expiration of
his/her term of office, he/she shall turn over to his/her
successor all property of the Corporation in his/her
possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of
Directors, may sign with the president or a vice president
certificates for shares of the Corporation the issuance of
which shall have been authorized by a resolution of the Board
of Directors. The assistant
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treasurers shall, respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of
Directors shall determine. The assistant secretaries and
assistant treasurers, in general, shall perform such duties
as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president or the Board of
Directors.
.04 Removal.
The Board of Directors shall have the right to remove any Officer
whenever in its judgment the best interest of the Corporation will
be served thereby.
.05 Vacancies.
The Board of Directors shall fill any office which becomes vacant
with a successor who shall hold office for the unexpired term and
until his/her successor shall have been duly elected and
qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed by
the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such form
as is consistent with the provisions of the Corporation laws of
the State of Nevada. They shall be signed by the president and by
the secretary, and the seal of the Corporation shall be affixed
thereto. Certificates may be issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the
back of the certificates or by a written power of attorney to
assign and transfer the same signed by the record holder of the
certificate. Except as otherwise specifically provided in these
Bylaws, no shares shall be transferred on the books of the
Corporation until the outstanding certificate therefor has been
surrendered to the Corporation.
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.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss or
destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be issued
without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of accounts
and minutes of the proceedings of the Board of Directors and
shareholders and shall keep at its registered office, principal
place of business, or at the office of its transfer agent or
registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the
number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy of
any of the records of the proceedings, resolutions, or votes of
the Board of Directors or shareholders, when certified by the
president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by the holder of two-third of the
voting shares, and no loans shall be made by the Corporation secured by
its shares. Loans shall be permitted to be made to Officers, Directors
and employees of the Company for moving expenses, including the cost of
procuring housing. Such loans shall be limited to $25,000.00 per
individual upon unanimous consent of the Board of Directors.
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IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any 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, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, Trustee, Officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgment, 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 nolo contendere 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 proceeding,
had reasonable cause to believe that such person's conduct was
unlawful.
.02 Derivative Action
The Corporation shall indemnify 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 the Corporation's favor by reason of the
fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, Trustee, Officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorney's fees) and amount paid in settlement actually and
reasonably incurred by such person 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, with
respect to amounts paid in settlement, the settlement of the suit
or action was in the best interests of the Corporation; provided,
however, 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 gross negligence or willful misconduct
in the performance of such person's duty to
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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 circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
as such court shall deem proper. The termination of any action or
suit by judgment or settlement 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.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or Agent
of the Corporation has been successful on the merits or otherwise,
in whole or in part in defense of any action, suit or proceeding
referred to in Paragraphs .01 and .02 above, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the Director, Trustee, Officer, employee or
agent is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Paragraphs .01 and
.02 above. Such determination shall be made (a) by the Board of
Directors of the Corporation by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit
or proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such
action, suit or proceeding, or (c) by independent legal counsel
(selected by one or more of the Directors, whether or not a quorum
and whether or not disinterested) in a written opinion, or (d) by
the Shareholders. Anyone making such a determination under this
Paragraph .04 may determine that a person has met the standards
therein set forth as to some claims, issues or matters but not as
to others, and may reasonably prorate amounts to be paid as
indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit or
proceeding shall be paid by the Corporation, at any time or from
time to time in advance of the final disposition of such action,
suit or proceeding as authorized in the manner
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provided in Paragraph .04 above upon receipt of an undertaking by
or on behalf of the Director, Trustee, Officer, employee or agent
to repay such amount unless it shall ultimately be by the
Corporation is authorized in this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of shareholders or
disinterested Directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a Director, Trustee, Officer, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
.07 Insurance.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any
liability assessed against such person in any such capacity or
arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against
such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation"
shall include, in addition to the Corporation, an constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had the power and authority to indemnify its
Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or
agent of such constituent corporation or of any entity a majority
of the voting stock of which is owned by such constituent
corporation or is or was serving at the request of such
constituent corporation as a Director, Trustee, Officer, employee
or agent of the corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving Corporation as such person would have with respect to
such constituent corporation if its separate existence had
continued.
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X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any regular
or special meeting of the shareholders if notice of the proposed
alteration or amendment is contained in the notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of Directors at
any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of the
Board of Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles of
Incorporation, Bylaws, or special rules or order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the
benefit of an employee is disallowed in whole or in part as a
deductible expense of the Corporation for Federal Income Tax purposes,
the employee shall reimburse the Corporation, upon notice and demand,
to the full extent of the disallowance. This legally enforceable
obligation is in accordance with the provisions of Revenue Ruling
69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which
the repayment is made to the Corporation. In this manner, the
Corporation shall be protected from having to bear the entire burden of
disallowed expense items.