ALASKA FREIGHTWAYS, INC.
By-Laws
ARTICLE I MEETINGS OF STOCKHOLDERS
1. Stockholders meetings shall be held in the office of
the Corporation, at Carson City, NV, or at such other place or
places as the directors shall from time to time determine.
2. The annual meeting of the Stockholders of this
Corporation shall be held at 11 A.M., on the 1st. day of June of
each year beginning in 2001, at which time there shall be elected
by the Stockholders of the Corporation a Board of Directors for
the ensuing year, and the Stockholders shall transact such other
business as shall properly come before them.
3. A notice setting out the time and place of such annual
meeting shall be mailed postage prepaid to each of the
Stockholders of record, at his address and as the same appears on
the stock book of the company, or if no such address appears, at
his last known place of business, at least ten (10) days prior to
the annual meeting.
4. If a quorum is not present at the annual meeting, the
Stockholders present, in person or by proxy, may adjourn to such
future time as shall be agreed upon by them, and notice of such
adjournment shall be mailed, postage prepaid, to each Stockholder
of record at least ten (10) days before such date to which the
meeting was adjourned; but if a quorum is present, they may
adjourn from day to day as they see fit, and no notice of such
adjournment need be given.
5. Special meetings of the Stockholders may be called at
any time by the President; by all of the Directors provided there
are no more than three, or if more than three, by any three
Directors; or by the holder of a majority share of the capital
stock of the Corporation. The Secretary shall send a notice of
such called meeting to each Stockholder of record at least ten
(10) days before such meeting, and such notice shall state the
time and place of the meeting, and the object thereof No business
shall be transacted at a special meeting except as stated in the
notice to the Stockholders, unless by unanimous consent of all
the Stockholders present, either in person or by proxy, all such
stock being represented at the meeting.
6. A majority of the stock issued and outstanding, either
in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the Stockholders.
7. Each Stockholder 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.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at
all meetings of the Stockholders so far as is practicable:
a. Call the roll;
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b. Reading, correcting, and approving of the
minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the
Board of Directors and shall be signed by the President and
Secretary of the Corporation.
2. All certificates shall be consecutively numbered; the
name of the person owning the shares represented thereby, with
the number of shares and the date of issue shall be entered on
the company's books.
3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new certificates
issued to the purchaser or assignee.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1)
person shall be chosen annually by the Stockholders at their
meeting to manage the affairs of the company. The Directors' term
of office shall be one year, and Directors may be reelected for
successive annual terms.
2. Vacancies on the Board of Directors by reason of death,
resignation or other causes shall be filled by the remaining
Director or Directors choosing a Director or Directors to fill
the unexpired term.
3. Regular meetings of the Board of Directors shall be
held at 1 P.M., on the 1st. day of June of each year beginning in
2001 at the office of the company at Carson City, NV, or at such
other time or place as the Board of Directors shall by resolution
appoint; special meetings may be called by the President or any
Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate
waiver of notice and call when executed by a majority of the
Directors of the company. A majority of the Directors shall
constitute a quorum.
4. The Directors have the general management and control
of the business and affairs of the company and shall exercise all
the powers that may be exercised or performed by the Corporation,
under the statutes, the Articles of Incorporation, and the By-
Laws. Such management will be by equal vote of each member of the
Board of Directors with each board member having an equal vote.
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5. A resolution, in writing, signed by all or a majority
of the members of the Board of Directors, shall constitute action
by the Board of Directors to effect therein expressed, with the
same force and effect as though such resolution has been passed
at a duly convened meeting; and it shall be the duty of the
Secretary to record every such resolution in the Minute Book of
the Corporation under its proper date.
ARTICLE IV OFFICERS
1. The officers of this company shall consist of. a
President, one or more Vice President(s), Secretary, Treasurer,
Resident Agent, and such other officers as shall, from time to
time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the
Directors and the Stockholders and shall have general charge and
control over the affairs of the Corporation subject to the Board
of Directors. He shall 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 duties
as are incident to his office or are required by him by the Board
of Directors.
3. The VICE PRESIDENT shall exercise the functions of the
President during the absence or disability of the President and
shall have such powers and such duties as may be assigned to him
from time to time by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as
required by the By-Laws, shall keep a record of the minutes of
the proceedings of the meetings of the Stockholders and
Directors, shall have charge of the corporate books, and shall
make such reports and perform such other duties as ' are incident
to his office, or properly required of him by the Board of
Directors. He shall be responsible that the corporation complies
with Section 78.105 of the Nevada Corporation laws and supplies
to the Nevada Resident Agent or Registered Office in Nevada, and
maintain, any and all amendments or changes to the By-Laws of the
Corporation. In compliance with Section 78.105, he will also
supply to the Nevada Resident Agent or registered Office in
Nevada, and maintain, a current statement setting out the name of
the custodian of the stock ledger or duplicate stock ledger, and
the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock
ledger specified in the section is kept.
5. The TREASURER shall have the custody of all monies and
securities of the Corporation and shall keep regular books of
account. He shall disburse the funds of the Corporation in
payment of the just demands against the Corporation, or as may be
ordered by the Board of Directors, making proper vouchers for
such disbursements and shall render to the Board of Directors,
from time to time, as may be required of him, an account of all
his transactions as Treasurer and of the financial condition of
the Corporation. He shall perform all duties incident to his
office or which are properly required of him by the Board of
Directors.
6. The RESIDENT AGENT shall be in charge of the
Corporation's registered office in the State of Nevada, upon whom
process against the Corporation may be served and shall perform
all duties required of him by statute.
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7. The salaries of all offices shall be fixed by the Board
of Directors and may be changed from time to time by a majority
vote of the board.
8. Each such officer shall serve for a term of one (1)
year or until their successors are chosen and qualified. Officers
may be re-elected or appointed for successive annual terms.
9. The Board of Directors may appoint such other officers
and agents, as it shall deem necessary or expedient, who shall
hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time
by the Board of Directors.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
1. The Corporation shall indemnify any and all of its
Directors and Officers, and its former Directors and Officers, or
any person who may have served at the Corporations request as a
Director or Officer of another Corporation in which it owns
shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by them in connection
with the defense of any action, suit or proceeding in which they,
or any of them, are made parties, or a party, by reason of being
or having been Director(s) or Officer(s) of the Corporation, or
of such other Corporation, except, in relation to matters as to
which any such director or officer or former Director or Officer
or person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under By-
Law, agreement, vote of Stockholders or otherwise.
ARTICLE VI AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote
of the Stockholders at any meeting or at any special meeting
called for that purpose.
2. The Board of Directors may amend the By-Laws or adopt
additional By-Laws, but shall not alter or repeal any By-Law
adopted by the Stockholders of the company.
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CERTIFIED TO BE THE BY-LAWS OF:
ALASKA FREIGHTWAYS, INC.
BY:______________________________
Secretary
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