EXHIBIT 3.3
BYLAWS
OF
eSAFETYWORLD.com, Inc.
ARTICLE I - IDENTIFICATION
1. Name of Corporation: The name of the Corporation is eSAFETYWORLD.com, Inc.
2. Address: The address of the Corporation's registered office is , and the name
of the registered agent at such address is .
3. Fiscal Year: The fiscal year of the Corporation shall be on a calendar-year
basis commencing on the first day of January, each year, and ending on the last
day of December of the same calendar year.
ARTICLE II - MEETINGS OF SHAREHOLDERS
1. Annual Meeting: The annual meeting of the Stockholders for the election of
Directors and for the transaction of such other business as may lawfully come
before the meeting shall be held during each calendar year at a reasonable time,
date and place to be fixed by the President or Board of Directors. Failure to
hold the annual meeting shall not work a forfeiture or dissolution of the
Corporation.
2. Special Meetings: Special meetings of the Stockholders may be called for any
reasonable time and place by the President, the Board of Directors or the
holders of not less than thirty percent (30%) of all of the issued and
outstanding shares entitled to vote at the meeting.
3. Notice of Shareholders' Meetings: Written or printed notice 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 not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting. If mailed, such notice
shall be deemed to be given 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.
4. Quorum: At any meeting of the Stockholders, the representation in person or
by proxy of the majority of the capital stock issued and outstanding on the
books of the Corporation shall be necessary to hold such meeting and such
majority shall constitute a Quorum for all purposes, unless a greater number is
required by law. If the holders of the amount of stock necessary to constitute a
Quorum shall fail to attend in person or by proxy at the time and place fixed by
notice as above provided, for either annual or special meetings, a vote of a
majority of the stock present in person or by proxy may adjourn the meeting,
until holders of the amount of stock requisite to constitute a Quorum shall be
present, at which time any business may be transacted which might have been
transacted at the meeting as originally notified.
5. Voting: The voting shall be oral or by ballot as the meeting shall determine
unless a different vote is required by law. A majority of the votes cast on any
motion shall carry that motion, and in the case of an election, shall elect the
person nominated. Voting by proxy duly given in writing shall be allowed on all
matters, including amendments to the Articles of Incorporation.
On each matter submitted at the meeting, each Shareholder shall be
entitled to one vote for each share of stock held by him as shown by the books
of the Corporation at the close of business on a day preceding the meeting,
which day shall be fixed by the Board of Directors and which day shall not be
more than fifty (50) nor less than ten (10) days prior to the date of the
meeting.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
A Shareholder may vote either in person or by proxy executed in writing
by the Shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
At each election for Directors, every Shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected and
for whose election he has a right to vote. A Stockholder may not accumulate his
votes for one or more Directors. A Shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledge; thereafter, the pledgee shall be entitled to vote the shares
so transferred.
6. Waiver: Any Stockholder may waive notice of any meeting by writing, signed by
him or his duly authorized attorney, either before or after the meeting.
7. Informal Action by Stockholders: Any action required to be taken at a meeting
of the Shareholders, or any required to be taken at a meeting of the
Shareholders, or any other action which may be taken at a meeting of the
Shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Shareholders entitled
to vote with respect to the subject matter thereof. Failure to comply with the
requirements of this paragraph shall not invalidate any action taken at such
meeting.
ARTICLE III - BOARD OF DIRECTORS
1. Number, Term, Election and Authority: The affairs of the Corporation shall be
managed by a Board of not less than three (3) Directors or more than nine (9)
Directors. At the annual meeting of the Shareholders, the Shareholders shall
elect Directors to hold office until the next succeeding annual meeting. Each
Director shall hold office for the term for which he is elected and until his
successor shall have elected and qualified. If for any reason such Directors
shall not be elected at the annual meeting of the Stockholders which is called
and held for that purpose. The number of Directors may be increased or decreased
from time to time by amendment of these Bylaws. The Directors shall act only as
a Board: the individual Director shall have no power as such.
2. Vacancies: Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors, though less than
a Quorum of the Board of Directors. A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of Directors shall be filled
by the Board of Directors, such appointment to be until the next annual meeting
or a special meeting of the Stockholders called for the purpose of electing a
Director to the office so created. Any directorship to be filled by reason of
the removal of one or more Directors by the Shareholders may be filled by
election by the Shareholders at the meeting at which the Director or Directors
are removed.
3. Removal of Directors: One or more Directors or the entire Board of Directors
may be removed, with or with out cause, by a majority vote of a Quorum of
Stockholders at a regular or special meeting of the Stockholders.
4. Place of Meeting: The Directors may hold their meetings at the main office of
the Corporation, or at such place or places as the Board from time to time may
determine.
5. Special Meetings: Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board of Directors, by the President or
by a majority of the Board of Directors at that time in office. The Chairman of
the Board of Directors, President or Secretary shall give notice of such special
meeting by mailing the same at least five (5) days before the meeting or
telegraphing or telephoning the same at least three (3) days before the meeting
to each Director, but such notice may be waived by any Director. At all meetings
of the Board of Directors, each Director present, whether or not he is acting as
Chairman of the meeting, shall have one vote. Voting by proxy shall not be
allowed.
Whenever all Directors entitled to vote at any meeting consent, either in
writing on the records of the meeting, by filing a waiver with the Secretary, by
presence at such meeting, by oral consent entered on the minutes or by taking
part in the deliberation at such meeting without objecting to the holding of
such meeting, then such meeting and the action taken thereat shall be as valid
as if the meeting had been regularly called and noticed. Furthermore, any
business may be transacted at such meeting that could be transacted at a
regularly-called meeting with notice; and if any meeting is irregular for want
of notice or of such consent, the proceedings of such meeting may be ratified
and approved and rendered likewise valid, provided a Quorum was present at such
meeting. However, the irregularity or defect therein waived by writing shall be
signed by all Directors having the right to vote at such meeting. Any Directors'
meeting may be held without notice.
Attendance of a Director at meeting shall constitute a waiver of notice
of such meeting, except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of
the Board of Directors need be specified in notice or waiver of notice of
such meeting.
6. Quorum: A majority of the Board of Directors in office at the time shall
constitute a Quorum for the transaction of business, but if at any meeting of
the Board there shall be fewer than a Quorum present, a majority of those
present may adjourn the meeting from time to time without notice, other than by
announcement of the meeting, until a Quorum shall be present.
7. Acting Outside Meeting: Any action of a majority of the Board of Directors,
although not at a regularly-called meeting, and the record thereof as 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 passed by the Board in a regular meeting.
8. Designation of Depositories: Such bank or trust company as the Board may
choose from time to time shall be the depository of the money or securities of
the Corporation.
ARTICLE IV - OFFICERS
1. Officers: The officers of the Corporation shall consist of a Chairman of the
Board of Directors, a President, a Vice-President, a Secretary and a Treasurer,
who shall be chosen by the Board of Directors in any regularly-called Directors'
meeting. One person may not hold more than one office, except the same person
may serve as Chairman of the Board and at the same time act in another official
capacity. The same person may hold both offices of Secretary and Treasurer. The
Board of Directors may, in their discretion, create such other offices and
appoint such other officers and agents as it desires. All officers, agents and
employees of the Corporation shall be subject to removal at any time by the
affirmative vote of a majority of the whole Board of Directors.
2. Powers and Duties of the Chairman of the Board of Directors: He shall
preside at all meetings of Directors and Shareholders of the Corporation. He may
call meetings of the Board of Directors from time to time. The Chairman shall
also perform such other duties as may be assigned to him by the Board of
Directors.
3. Powers and Duties of the President: The President shall be the chief
executive officer of the Corporation. He may sign and execute all authorized
contracts or obligations in the name of the Corporation, with the Secretary or
an Assistant Secretary, may sign all certificates of the shares of the capital
stock of the Corporation. He shall do and perform such other duties as may from
time to time be assigned to him by the Board of Directors.
4. Powers and Duties of the Vice-President: The Vice-President shall possess the
power and may perform the duties of the President in his absence or disability.
The Vice-President shall perform such other duties as may be from time to time
assigned to him by the Board of Directors or President.
5. Powers and Duties of the Secretary: The Secretary shall keep the minutes of
all meetings of the Board of Directors and of all meetings of Stockholders. He
shall attend to the giving and serving of notices of the Corporation; he may
sign with the President, in the name of the Corporation, all contracts
authorized by the Board of Directors; and when so ordered by the Board of
Directors, he shall affix the seal of the Corporation thereto. The Secretary
shall, with the President or Vice-President sign all certificates of the shares
of the capital stock of the Corporation. He shall do and perform such other
duties as may be assigned from time to time by the Board of Directors or
President.
6. Powers and Duties of the Assistant Secretary: Each Assistant Secretary, if
appointed, shall have such powers and shall perform such duties as may be
assigned to him by the Board of Directors, President or Secretary.
7. Powers and Duties of the Treasurer: The Treasurer shall have the custody of
all funds and securities of the Corporation which may have come into his hands.
When necessary or proper, he shall endorse for collection, on behalf of the
Corporation, checks, notes and other obligations and shall deposit the same to
the credit of the Corporation in such bank or banks or depository as the Board
of Directors may designate. He shall sign all receipts and vouchers for payments
made to the Corporation jointly with such other officers as may be designated by
the Bylaws or by resolution of the Board of Directors. He shall perform such
other acts and duties as may be assigned to him by the Board of Directors or
President.
ARTICLE V - VOTING OF STOCK
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority in behalf of the Corporation to attend and to act and
to vote at any meeting of the Stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock, and which, as the owner thereof, the Corporation may have possessed and
exercised if present. The Board of Directors, by resolution, may from time to
time confer such powers upon any other person or persons.
ARTICLE VI - CAPITAL STOCK
1. Certificate of Shares: Each holder of stock of the Corporation shall be
entitled to a stock certificate signed by the President or a Vice-President, and
also by the Secretary or and Assistant Secretary, duly authorized by the Board
of Directors to do so.
2. Transfer of Shares: Shares of the capital stock of the Corporaiton shall be
transferred only on the books of the Corporation at the instance of the holder
thereof in person, or by his attorney, upon surrender and cancellation of
certificates for a like number of shares.
The delivery of a certificate of stock in this Corporation to a bona
fide purchaser or pledgee for value, together with a written transfer of the
same or a written power of attorney to sell, assign and transfer the same,
signed by the owner of the certificate, shall be a sufficient delivery to
transfer the title against all persons except the Corporation, provided all
provisions of the Stock Buy and Sell Agreement in force at the time have been
complied with. No transfer of stock shall be valid against the Corporation until
it shall have been registered upon the books of the Corporation.
The Corporation shall be entitled to treat the holder of record of any
shares as the holder in fact thereof, and accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such hares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - DIVIDENDS AND WORKING CAPITAL
1. Dividends: Dividends may be declared by the Board of Directors from time to
time out of the net earnings or from the surplus of its assets over its
liabilities, but not otherwise. When the Directors shall so determine, dividends
may be paid in stock.
2. Working Capital: Before payment of any dividend or making any distribution of
profits, there may be set aside out of the net profits of the Corporation such
sum or sums as the Directors may from time to time in their discretion think
proper as a working capital or as a reserve fund to meet contingencies and
emergencies, and from time to time the Board of Directors may increase, diminish
and vary such working capital or such reserve fund in its absolute judgment and
discretion.
ARTICLE VIII - CHECKS, NOTES AND EVIDENCE OF INDEBTEDNESS
Disbursements shall be made by checks, all of which shall be signed as
determined by the Board of Directors. Bills receivable, drafts and other
evidences of indebtedness tot he corporation shall be endorsed for the purpose
of discount or collection by the President or such other office or officers of
the Corporation as the Board of Directors shall from time to time, by
resolution, designate. No bonds, notes or other evidence of indebtedness shall
be executed by or on behalf of the Corporation unless the Board of Directors
shall expressly authorize the same.
ARTICLE IX - INDEMNIFICATION
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,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact the he is or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 his 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 he
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 not reasonable cause to believe
that his conduct was unlawful.
ARTICLE X - AMENDMENT
These Bylaws and any other Bylaws may be adopted, amended or repealed either by
the Shareholders or by the Board of Directors, except that:
1. The Board of Directors shall not alter or repeal any Bylaw which the
Stockholders have specifically precluded the Directors from altering or
repealing.
2. No Bylaw shall be adopted by the Directors which shall require more than a
majority of the voting shares for a Quorum at a meeting of Shareholders, or more
than a majority of the votes cast to constitute action by the Shareholders,
except where higher percentages are required by law.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of eSAFETYWORLD.com,
Inc.; and,
2. That the foregoing Bylaws, comprising ____________ (______) pages, constitute
the Bylaws of said Corporation as duly adopted at a meeting of the Board of
directors thereof duly held on the ______ day of July, 1997.
/s/R. Bret Jenkins
Secretary
/s/Edward A. Heil
Chief Executive Officer