BYLAWS
OF
BLUE LINE PROTECTION GROUP, INC.
ARTICLE I
OFFICES
Section l. Offices:
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The principal office of the Corporation shall be determined by the Board of
Directors, and the Corporation shall have other offices at such places as the
Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDER'S MEETINGS
Section l. Place:
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The place of stockholders' meetings shall be the principal office of the
Corporation unless another location shall be determined and designated from time
to time by the Board of Directors.
Section 2. Annual Meeting:
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The annual meeting of the stockholders of the Corporation for the election
of directors, and for the transaction of such other business as may properly
come before the meeting, shall be held on a date to be determined by the Board
of Directors.
Section 3. Special Meetings:
----------------------------
Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Chief Executive Officer, the Board of Directors, or
the holders of ten percent (l0%) or more of all the shares entitled to vote at
such meeting, by the giving of notice in writing as hereinafter described.
Section 4. Voting:
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At all meetings of stockholders, voting may be viva voce; but any qualified
voter may demand a stock vote, whereupon such vote shall be taken by ballot and
the Secretary shall record the name of the stockholder voting, the number of
shares voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
therein.
Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation. The Corporation may establish a record date, not to
exceed, in any case, sixty (60) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, a complete list of the stockholders entitled to vote at such meeting
or any adjournment thereof. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Section 5. Order of Business:
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The order of business at any meeting of stockholders shall be as follows:
l. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the meeting and the
existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
10. New business.
11. Adjournment.
12. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
Section 6. Notices:
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Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than l0 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the direction of the
officer or persons calling the meeting, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 7. Quorum:
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A quorum at any annual or special meeting shall consist of the
representation in person or by proxy of 1% of the issued and outstanding capital
stock of the Corporation entitled to vote at such meeting. In the event a quorum
be not present, the meeting may be adjourned by those present for a period not
to exceed sixty (60) days at any one adjournment; and no further notice of the
meeting or its adjournment shall be required.
ARTICLE III
BOARD OF DIRECTORS
Section l. Organization and Powers:
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The Board of Directors shall constitute the policy-making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one nor more than ten members, who shall be elected at
the annual meeting of stockholders by a plurality vote for a term of one (l)
year, and shall hold office until their successors are elected and qualify. The
number of directors shall be established from time-to-time by a resolution of
the directors. Directors need not be stockholders. Directors shall have all
powers with respect to the management, control, and determination of policies of
the Corporation that are not limited by these Bylaws, the Articles of
Incorporation, or by statute, and the enumeration of any power shall not be
considered a limitation thereof.
Section 2. Vacancies:
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Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.
Section 3. Regular Meetings:
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A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected.
Section 4. Special Meetings:
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Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President,
the Chief Executive Officer, or of any two Directors, or may be held at any time
and place without notice, by unanimous written consent of all the members, or
with the presence and participation of all members at such meeting. A resolution
in writing signed by all the directors shall be as valid and effectual as if it
had been passed at a meeting of the directors duly called, constituted, and
held.
Section 5. Notices:
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At least 24 hour notice of the time and place of special meetings shall be
delivered personally to the Directors or personally communicated to them by a
corporate officer by telephone or email. If the notice is sent to a Director by
letter, it shall be addressed to him or her at his or her address as it is shown
upon the records of the corporation, or if it is not so shown on such records or
if not readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed, it shall be
deposited in the United States mail, postage prepaid, at least four (4) days
prior to the time of the holding of the meeting. Such mailing, emailing,
telephoning or delivery as above provided shall be due, legal and personal
notice to such Director.
Section 6. Quorum and Manner of Acting:
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A quorum for any meeting of the Board of Directors shall be a majority of
the Board of Directors as then constituted. Any act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Any action of such majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board, shall always be as valid and effective in all
respects as if otherwise duly taken by the Board of Directors.
Section 7. Committees:
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The Board of Directors may by resolution of a majority of the Board
designate one or more committees which to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the management of the Corporation; but the designation of such
committee and the delegation of authority thereto shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed on
it or him by law.
Section 8. Order of Business:
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The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
l. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
6. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
ARTICLE IV
OFFICERS
Section 1. Officers:
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The officers of the Corporation shall be those designated by the Board of
Directors. The officers shall have the powers, responsibilities and duties as
may be designed by the Board or the Corporation's Chief Executive Officer. In
the discretion of the Board, one person may hold more than one office and two or
more persons may serve in any one office.
Notwithstanding the above, the Chief Executive Officer or the Secretary
will have responsibility for the preparation and maintenance of minutes of the
directors' and shareholders' meetings and other records and information required
to be kept by the Corporation for authenticating records of the Corporation.
Section 2. Vacancies or Absences:
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If a vacancy in any office arises in any manner, the directors then in
office may choose, by a majority vote, a successor to hold office for the
unexpired term of the officer. If any officer shall be absent or unable for any
reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.
ARTICLE V
STOCK
Section 1. Regulations:
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The Board of Directors shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
Section 2. Restrictions on Stock:
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The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.
ARTICLE VI
DIVIDENDS AND FINANCES
Section l. Dividends:
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Dividends may be declared by the directors and paid out of any funds
legally available therefor, as may be deemed advisable from time to time by the
Board of Directors of the Corporation. Before declaring any dividends, the Board
of Directors may set aside out of net profits or earned or other surplus such
sums as the Board may think proper as a reserve fund to meet contingencies or
for other purposes deemed proper and to the best interests of the Corporation.
Section 2. Monies:
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The monies, securities, and other valuable effects of the Corporation shall
be deposited in the name of the Corporation in such banks or trust companies as
the Board of Directors shall designate and shall be drawn out or removed only as
may be authorized by the Board of Directors from time to time.
Section 3. Fiscal Year:
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The Board of Directors by resolution shall determine the fiscal year of the
Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of Directors
by resolution of a majority of the Board.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement, vote
of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any other persons,
firms or corporations, or in which the Corporation is interested, shall be
affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.