BY LAWS
OF
U.S. SONIX INC.
ARTICLE I. OFFICE
The principal office of the corporation shall be located at 1107 West
Sixth Avenue, Cheyenne, Wyoming 82001. The corporation may have such
other offices, either within or without the State of Wyoming, as the
Board of Directors may designate or as the business of the corporation
may require from time to time. The registered office of the
corporation required by the Wyoming Business Corporation Act to be
maintained in the State of Wyoming may be, but need not be identical
with the principal office, and may be changed from time to time by the
Board of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held at the office of the corporation on the Second Tuesday of
January of each year, commencing in the year 2001. The annual meeting
shall be for the election of directors and for the transaction of such
other business as may come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday, such meeting shall be held
on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting
of shareholders, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes described in the meeting notice, unless
otherwise prescribed by statute, may be called by the Board of
Directors, and shall be called at the request of the holders of not
less than one-tenth (1/10) of all the outstanding shares of the
corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wyoming, as the place of
meeting for any annual meeting or for any special meeting called by the
Board of Directors. 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.
Section 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 or more than sixty 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 shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United State mail, addressed to the shareholder at his
address as it appears on the share transfer books of the corporation,
with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining the shareholders entitled to notice of or to
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vote at any meeting of shareholders, or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,
the Board of Directors of the corporation may provide that the share
transfer books shall be closed for a stated period by not to exceed, in
any case, seventy days before the meeting or action requiring a
determination of shareholders. If the share transfer books shall be
closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. Share
transfer books are not closed and no record date is fixed for the
determination of shareholders entitle to notice of or to vote at a
meeting of shareholders, or shareholders 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 Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders? meeting is
effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it shall do if a meeting is
adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.
Section 6. List, Notice and Voting. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitle to notice of a
shareholders? meeting. The list shall be arranged by voting group, and
within each voting group by class or series of shares, and show the
address of and number of shares held by each shareholder.
The shareholders list shall be available for inspection by any
shareholder, beginning two (2) business days after notice of the
meeting is given for which the list was prepared and continuing through
the meeting, at the corporation?s principal office or at a place
identified in the meeting notice in the city where the meeting will be
held. A shareholder, his agent or attorney is entitled on written
demand to inspect and, subject to the requirements of W.S.Section 17-
16-1602(c), to copy the list, during regular business hours and at his
expense, during the period it is available for inspection. The
corporation shall make the shareholders list available at the meeting,
and any shareholder, his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment. Refusal or
failure to prepare or make available the shareholders list does not
affect the validity of action taken at the meeting.
Section 7. Voting. Each outstanding share, regardless of class, is
entitled to one (1) vote on each matter voted on at a shareholders?
meeting. Only shares issued and outstanding are entitled to vote.
Section 8. Quorum. 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. If less than a
majority 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 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.
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Section 9. Proxies: Shares held by Nominees: and Voting Trusts or
Agreements. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder 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. No proxy shall be
valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 10. Voting of Shares by Certain Holders and Restrictions.
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe
or, in the absence of such provision, as the Board of Directors of such
corporation may determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by
him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name, if
authority so to do be contained in the appropriate order of the court
by which such receiver was appointed.
A shareholder whose share are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledge, and, thereafter, the pledge shall be entitled to vote the
shares so transferred.
The shares of a corporation are not entitled to vote if they are owned,
directly or indirectly, by a second corporation, domestic or foreign,
and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation.
This does not limit the power of a corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares had
been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.
Section 11. No cumulative Voting. 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, but not to cumulate his votes by
giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing
such votes on the same principle among any number of candidates.
Section 12. Informal Action by Shareholders. Action required or
permitted to be taken at a shareholders? meeting may be taken without a
meeting if notice of the proposed action is given to all voting
shareholders and the action is taken by the holders of all shares
entitled to vote on the action. The action shall be evidenced by one
(1) or more written consents describing the action taken, signed,
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either manually or in facsimile, by the holders of the requisite number
of shares entitled to vote on the action. And delivered to the
corporation for inclusion in the minutes or filing with the corporate
records.
If not otherwise fixed under W.S.Sections 17-16-703 or 17-16-707, the
record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent.
A consent signed under this section has the effect of a meeting vote
and may be described as such in any document.
If the Wyoming Business Corporation Act requires that notice of
proposed action be given to non-voting shareholders and the action is
to be taken by consent of the voting shareholders, the corporation
shall give its non-voting shareholders written notice of the proposed
action at least ten (10) days before the action is taken. The notice
shall contain or be accompanied by the same material that, under this
Act, would have been required to be sent to non-voting shareholders in
a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be one or more individuals with the number
specified in the Bylaws. The number is ONE. Each director shall hold
office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified. Directors are elected
by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. Directors need not
be residents of the State of Wyoming or shareholders of the
corporation. After notice, the shareholders may remove one or more
directors at anytime with or without cause.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors may be held without notice of the date, time, place and
purpose of the meeting. The Board of Directors may provide, by
resolution, the time, and place, either within or without the State of
Wyoming, for the holding of additional regular meetings without other
notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called, either within or without the State, by or at
the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors,
may fix any place, either within or without the State of Wyoming, as
the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least two days previous thereto by written notice delivered personally
faxed to each director at his business address, or by telegram. If
faxed, such notice shall be deemed to be delivered when sent. If
notice is given by telegram, such notice shall be deemed to be
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delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director
at a meeting, in person or by use of telephone or fax, shall constitute
waiver of notice of such meeting, except when 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 the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the board of Directors, but
if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.
Section 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 Board of Directors.
Section 8. Vacanies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the shareholders
or 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 shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.
Section 9. 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 an affixed 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
therefore.
Section 10. 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 he objects at the beginning of the meeting, his
dissent or abstention fro action taken is 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.
Section 11. Informal Action by Directors. Any action required to be
taken at a meeting of directors, or any action which may be taken at a
meeting of directors, may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by all of
the directors.
Section 12. General Standards for Directors. A director shall
discharge his duties as director, including his duties as a member of a
committee in good faith, with the care an ordinarily-prudent person in
a like position would exercise under similar circumstances and in a
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manner he reasonably believes to be in, or at least not opposed to, the
best interests of the corporation.
In discharging his duties, a director is entitled to rely on
information, opinions, reports or statements, including financial
statements and other financial data, if prepared by one or more
officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented; legal
counsel, public accounts pr other persons, as to matters the director
reasonable believes to be reliable and competent in the matters
presented; or a committee of the Board of Directors of which he is not
a member if the director reasonable believes the committee merits
confidence.
A director is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted
unwarranted.
A director is not liable for any action taken as a director, or any
failure to take action, if he performed the duties of his office in
compliance with this section.
For purposes of the first paragraph of this section, a director, in
determining what he reasonable believes to be in or not opposed to the
best interests of the corporation, shall consider the interests of the
corporation?s shareholders and, in his discretion, may consider any of
the following:
(i) The interests of the corporation?s employees, suppliers,
creditors and customers;
(ii) The economy of the state and nation;
(iii) The impact of any action upon the communities in or near
which the corporation?s facilities or operations are located;
(iv) The long-term interests of the corporation and its
shareholders, including the possibility that those interests may be
best served by the continued independence of the corporation; and
(v) Any other factors relevant to promoting or preserving public
or community interests.
Section 13. Director Conflict of Interest.
(a) A conflict of interests transaction is a transaction with the
corporation in which a director of the corporation has a direct or
indirect interest. A conflict of interest transaction in not voidable
by the corporation solely because of the director?s interest in the
transaction if any one of the following are true:
(i) The material facts of the transaction and the director?s
interest were disclosed or known to the Board of Directors or a
committee of the Board of Directors and the Board of Directors or
committee authorized, approved or ratified the transaction; or
(ii) The material facts of the transaction and the director?s
interest were disclosed or known to the shareholders entitled to vote
and they authorized, approved or ratified the transaction; or
(iii) The transaction was fair to the corporation.
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(b) For purposes of this section, a director of the corporation has an
indirect interest in a transaction if:
(i) Another entity in which he has a material financial
interests, or in which he is a general partner, is a party to the
transaction; or
(ii) Another entity of which he is a director, officer or trustee
is a party to the transaction and the transaction is or should be
considered by the Board of Directors of the corporation.
(c) With respect to Board action, a conflict of interest transaction is
authorized, approved or ratified if it receives the affirmative vote of
a majority of the directors on the Board of Director or on the
committee who have no direct or indirect interest in the transaction.
A transaction may not be authorized, approved or ratified under this
section by a single director. If a majority of the directors who have
no direct or indirect interest in the transaction vote to authorize,
approve or ratify the transaction, a quorum is present for the purposes
of taking action under this section. The presence of, or a vote cast
by, a director with a direct or indirect interest in the transaction
does not affect the validity of any action taken, if the transaction is
otherwise authorized, approved or ratified as provided in the
paragraph.
With respect to shareholder action, a conflict of interest transaction
is authorized, approved or ratified if it receives the vote of a
majority of the shares entitled to be counted under this subsection.
Shares owned by, or voted under the control of, an entity described in
paragraph (b)(i) of this section may not be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a
conflict of interest transaction requiring shareholder approval. The
vote of those shares, however, is counted in determining whether the
transaction is approved under other sections of this Article. A
majority of the shares, whether or not present, that are entitled to be
counted in a vote on the transaction under this subsection constitutes
a quorum for the purposes of taking action under this section.
Section 14. Distribution to Shareholders. The Board of Directors may
base a determination that a distribution is not prohibited under either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.
Violation of this provision will render the director who so votes or
assents personally liable to the corporation.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected
or appointed by the Board of Directors. Such other officers and
assistant officers as may be necessary may be elected or appointed by
the Board of Directors.
Section 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the
shareholders and serve at the pleasure of the Board. The election or
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appointment of an officer does not itself create contract rights. If
the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as convenient. 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 of
shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever,
in its 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.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal or disqualification may be filled by the Board of
Directors.
Section 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and control all of the business
and affairs of the corporation. He shall, when present, preside at all
meeting of the shareholders and of the Board of Directors. He may
sign, with the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts or other
instruments except those which shall be required by law, by these
Bylaws or by the Board of Directors to be otherwise signed or executed;
and, in general, shall perform all duties as may be prescribed by the
Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice-President (or
in the event there be more than one Vice-President, the Vice-Presidents
in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall
perform the duties of the President, and, when so acting, shall have
all the powers and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation and
shall perform such other duties as from time to time may be designated
to him by the President or by the Board of Directors.
Section 7. Secretary. The Secretary shall: (a) prepare and keep the
minutes of the shareholders and of the Board of Directors meeting in
one or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the
seal of the corporation and see to it that the corporate seal is
affixed to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized; (d) keep a register of
the post office address of each shareholder; (e) sign with the
President or a Vice-President certificates for the shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the
share transfer books of the corporation; (g) authenticate records of
the corporation; and (h) 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 Board of Directors.
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Section 8. Treasurer. If required by the Board of 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 Board of Directors
shall determine. He shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; receive
and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article V of
these Bylaws; and (b) 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 Board of Directors.
Section 9. 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
the resolution of the Board of Directors. The Assistant 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.
Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of 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.
Section 11. Standards of Conduct for Officers. An officer shall
discharge his duties under that authority in good faith; with the care
an ordinarily prudent person in a like position would exercise under
similar circumstances; and in a manner he reasonably believes to be in,
or at least not opposed to, the best interests of the corporation.
In discharging his duties, an officer is entitled to rely on
information, opinions, reports or statements, including financial
statements and other financial data, if prepared by one or more
officers or employees of the corporation whom the officer reasonably
believes to be reliable and competent in the matters presented; or
legal counsel, public accounts or other persons as to matters the
officer reasonable believes are within the person?s professional or
expert competence.
An officer is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted
unwarranted. An officer is not liable for any action taken as an
officer, or any failure to take action, if he performed the duties of
his office incompliance with this section. For purposes of the first
paragraph of this section, an officer, in determining what he
reasonably believes to be in, or not opposed to, the best interests of
the corporation, shall consider the interests of the corporation?s
shareholders and, in his discretion, may consider any of the following:
(i) The interests of the corporation?s employees, suppliers,
creditors and customers;
(ii) The economy of the state and nation;
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(iii) The impact of any action upon the communities in or near
which the corporation?s facilities or operations are located;
(iv) The long-term interests of the corporation and its
shareholders, including the possibility that those interests may be
best served by the continued independence of the corporation; and
(v) Any other factors relevant to promoting or preserving public
or community interests.
ARTICLE V. INDEMNIFICATIONS
Section 1. Authority to Indemnify.
(a) Except as provided in subsection (d) of this section, the
corporation may indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred in the
proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at least
not opposed to the corporation?s best interest;
(iii) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
(b) A director?s conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies
the requirement of paragraph (a)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director did not meet the standard of
conduct described in this section.
(d) The corporation will not indemnify a director under this section:
(i) In connection with a proceeding by, or in the right of, the
corporation in which the director was adjudged liable to the
corporation; or
(ii) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
(e) Indemnification permitted under this section in connection with a
proceeding by, or in the right of, the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of 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.
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Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its
name, unless authorized by at least two of the officers of the company.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness issued in the
name of the corporation shall be signed by such officer or officer,
agent or agents, of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
Section 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 depositories as the
Officers of the Company may select.
Section 5. Loans to Directors. The corporation may not lend money or
guarantee the debt of a director, unless approved by a majority of the
shareholders or directors, excluding the votes of shares owned by or
under the control of the benefited director.
ARTICLE VII. CERTIFICATE FOR SHARES AND THEIR TRANSFER
Section 1. Certificate for Shares. Shares may, but need not be,
represented by certificates. The rights and obligations of
shareholders are identical, whether or not their shares are represented
by certificates. Certificates representing shares of the corporation
shall be in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the President or a Vice-President
and by the Secretary or an Assistant Secretary. All certificated for
shares shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be
entered on the share transfer books of the corporation. All
certificated 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 therefore upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the share transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand
on the books of the corporation shall be deemed by the corporation to
be the owner thereof for all purposes.
Section 3. Restriction on Transfer of Shares. Articles, Bylaws, or an
agreement between the shareholders and the corporation may restrict the
transfer or registration of transfer of shares of the corporation.
Section 4. Preemptive Right. The shareholders of the corporation do
not have the preemptive right to acquire the corporation?s unissued
shares.
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Section 5. Corporation?s Acquisition of its Own Shares. The
corporation may acquire and reissue its own shares.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of
January and end on the 31st day of December.
ARTICLE IX DIVIDENDS
The Board of 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 and its Articles of
Incorporation. No distribution may be made if, after giving it effect,
the corporation would not be able to pay its debts as they become due
in the usual course of business; or the corporation?s total assets
would be less than the sum of its total liabilities plus (unless the
Articles of Incorporation permit otherwise) the amount that would be
needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving
the distribution. The Board of Directors may base a determination that
a distribution is not prohibitive either on financial statements
prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation of other method
that is reasonable in the circumstances.
ARTICLES X. SEAL
The Board of Directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation and state of incorporation and the words, ?Corporate Seal?.
ARTICLES XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provision of these Bylaws or
under the provisions of the Articles of Incorporation or under the
provisions of the Wyoming Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated herein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII AMENDMENTS
The Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the shareholders at any regular
or special meeting of the Board of Directors.
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CERTIFICATION
I hereby certify that the foregoing Bylaws constitute the Bylaws of
U.S. SONIX INC. a Wyoming corporation, adopted by the Board of
Directors of the corporation November 22, 1999.
/s/ Robert C. Lynes
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Secretary
CORPORATE SEAL