BY-LAWS
OF
BAROSSA COFFEE COMPANY, INC.
ARTICLE I - OFFICES
The registered office of the corporation in the State of Nevada
shall be located in the City of Las Vegas, County of Clark. The
corporation may have its principal office and such other offices, either
within or without the State of incorporation as the board of directors
may designate or as the business of the corporation may from time to
time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on such date
as is determined by the Board of Directors for the purpose of electing
directors and for the transaction of such other business as may come
before the meeting.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the president
or by the directors, and shall be called by the president at the request
of the holders of not less than ten per cent of all the outstanding
shares of the corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without
the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any place, either within or without the
state unless otherwise prescribed by statute, as the place for holding
such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal office of
the corporation.
4. NOTICE OF MEETING.
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 ten nor
more than thirty days before the date of the meeting, either personally
or by mail, by or at the direction of the president, or the secretary,
or 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 stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to
make a determination of stockholders for any other proper purpose, the
directors of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case,
thirty days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case
to be not more than thirty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the
particular action requiring such determination of stockholders is to be
taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been
made as provided in this section, such determination shall apply to any
adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall
be kept on file at the principal office of the corporation or transfer
agent and shall be subject to inspection by any stockholder at any time
during usual business hours. 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. The
original stock transfer book shall be prima facie evidence as to who are
the stockholders entitled to examine such list or transfer books or to
vote at the meeting of stockholders.
7. QUORUM.
Unless otherwise provided by law, at any meeting of stockholders
one-third of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than said number of the outstanding
shares are represented at a meeting, a majority of the shares so
represented 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 stockholders
present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall
be entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any question before the
meeting shall be by ballot. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall
be as follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action 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 the same percentage of all of the shareholders entitled to vote with
respect to the subject matter thereof as would be required to take such
action at a meeting.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by
its board of directors. The directors shall in all cases act as a
board, and they may adopt such rules and regulations for the conduct of
their meetings and the management of the corporation, as they may deem
proper, not inconsistent with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be as established
by the board of directors, but shall be no less than one. Each director
shall hold office until the next annual meeting of stockholders and
until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other
notice than this by-law immediately after, and at the same place as, the
annual meeting of stockholders. The directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the
request of the president or any director. The person or persons
authorized to call special meetings of the directors
may fix the place
for holding any special meeting of the directors called by them. A
director may attend any meeting by telephonic participation at the
meeting.
5. NOTICE.
Notice of any special meeting shall be given at least two days
previously thereto by written notice delivered personally, or by
telegram or mailed to each director at his business address. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. The attendance of a
director at a 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.
6. QUORUM.
At any meeting of the directors a majority shall constitute a
quorum for the transaction of business, but if less than said number is
present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any reason
except the removal of directors without cause may be filled by a vote of
a majority of the directors then in office, although less than a quorum
exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders. A director
elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of
the stockholders or by action of the board. Directors may be removed
without cause only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the board or such officer, and the acceptance of
the resignation shall not be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for
actual attendance at each regular or special meeting of the board may be
authorized. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his
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.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the
board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a secretary
and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors
shall be elected annually at the first meeting of the directors held
after each annual meeting of the stockholders. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests
of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
stockholders and of the directors. He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the
directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the directors
have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the directors or by
these by-laws to some other officer or agent of the corporation, or
shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the directors from time to
time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death,
inability or refusal to act, a vice-president may perform the duties of
the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. A vice-president
shall perform such other duties as from time to time may be assigned to
him by the President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of
the directors' meetings in one or more books provided for that purpose,
see that all notices are duly given in accordance with the provisions of
these by-laws or as required, be custodian of the corporate records and
of the seal of the corporation and keep a register of the post office
address of each stockholder which shall be furnished to the secretary by
such stockholder, have general charge of the stock transfer books of the
corporation and 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 by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and
custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with these by-laws and
in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by
the directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may
be general or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the directors. Such authority may be general or
confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time
be determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the directors may
select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in
such form as shall be determined by the directors. Such certificates
shall be signed by the president and by the secretary or by such other
officers authorized by law and by the directors. All certificates for
shares shall be consecutively numbered or otherwise identified. The
name and address of the stockholders, the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.
All certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer,
it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the corporation which
shall be kept at its principal office.
(b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to or
interest in such share 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 - FISCAL YEAR
The fiscal year of the corporation shall end on the last day of
such month in each year as the directors may prescribe.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law.
ARTICLE IX - SEAL
The directors may, in their discretion, provide a corporate seal
which shall have inscribed thereon the name of the corporation, the
state of incorporation, and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any stockholder or director of the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by action of the Board of Directors.
/s/ Jason Briggs
Date Jason Briggs, Secretary
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