BY-LAWS
OF
PRIMCO MANAGEMENT INC.
ARTICLE I OFFICES
The principal office of the corporation shall be located at 1811
Silverside Road, Wilmington, Delaware 198210.
ARTICLE II SHAREHOLDERS
Section 1 ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the First
Tuesday of the month of February in each year, beginning with the year
2010, at the hour of 10 o'clock a.m. for the purpose of electing
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 in the State of Delaware, such meeting shall be held on
the next succeeding business day. If the election of the Directors
shall not be held on the day designated herein for any annual meeting
of the 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 conveniently may be.
Section II SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President
or by the Board of Directors and shall be called by the President at
the request of the holders if not less than one-tenth of all the
outstanding shares of the corporation entitled to vote are at the
meeting.
Section III PLACE OF MEETING
The Board of Directors may designate any place, either within or
without the State of DE, as the place of meeting for any annual or
special meeting of shareholders. If no designation is made, the place
of meeting shall be the principal office of the corporation.
Section IV 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 fifty 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 States mail,
addressed to the shareholder at the Shareholder's address as it appears
on the stock transfer books of the corporation, with postage thereon
prepaid.
Section V QUORIUM
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or
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Section V (continued)
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 be transacted at the meeting as
originally notified.
Section VI PROXIES
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by the Shareholder's 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 VII VOTING OF SHARE
Subject to the provisions of Section IX, each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
Section VIII PREMPTIVE RIGHTS
Each holder of shares in this corporation shall have the first right to
purchase shares (and securities convertible into shares) of this
corporation that may be from time to time issued (whether or not
presently authorized), including shares from the treasury of this
corporation, in the ratio that the number of shares held by said holder
at the time of issue bears to the total number of shares outstanding,
exclusive of treasury shares. This right shall be deemed waived by any
shareholder who does not exercise it and pays for the share preempted
within thirty (30) days of receipt of a notice in writing from the
corporation stating the prices, terms and conditions of the issue of
shares and inviting said holder to exercise his preemptive rights.
Section IX CUMULATIVE VOTING
Every shareholder entitled to vote at each election of Directors shall
have the right to accumulate their votes by giving one candidate as
many votes as the number of the Directors to be elected multiplied by
the number of their shares shall equal, or by distributing such on the
same principal among any number of such candidates.
Section X INFORMAL ACTION SHAREHOLDER
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 of 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.
ARTICLE III BOARD OF DIRECTORS
Section I GENERAL POWERS
The business and affairs of the corporation shall be managed by its
Board of Directors.
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Section II NUMBER, TENURE, AND QUALIFICATIONS
The number of Directors of the corporation shall be at least two but
not more than seven. Each director shall hold office until the next
annual meeting of shareholders and until the Director's successor shall
have been elected and qualified.
Section III REGULAR MEETINGS
A regular meeting of the Board of Directors shall be held without other
notice that this by-law immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors may provide,
by resolution, the time and place, either within or without the State
of DE, for the holding of additional regular meetings without the
notice than such resolution.
Section IV SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the
request of the President or a Director. 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 DE, as the place for
holding any special meeting of the Board of Directors called by them.
Section V NOTICE
Notice of any special meeting shall be given at least four days
previously thereto by written notice delivered personally or mailed t
each Directors at their customary 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. Any Director
may waive notice of any meeting. 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. 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 VI QUORUM
A majority of the number of Directors fixed by Section II of the
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 VII 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 VIII VACANCIES
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors though lass
than a quorum of the Board of Directors. A Director elected to fill a
vacancy shall be elected for the unexpired term of the predecessor in
office.
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Section IX COMPENSATION
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any for attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting
of the Board of Directors. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefore.
Section X 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 shall be
presumed to assent to the action taken unless the Director's dissent
shall be entered in the minutes, of the meeting or unless the Director
shall file a written dissent to such action with the person acting at
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 XI EXECUTIVE COMMITTEE
The Board of Directors, by resolution adopted by the majority of the
Directors fixed by the by-laws, may designate a committee of not lass
than two Directors which committee, in absence of a resolution of the
Board of Director limiting or restricting its authority shall have and
may exercise all of the authority of the Board of Directors in the
management of all business and affairs of the corporation, except the
Executive Committee may not fill vacancies in the Board of Directors or
amend these by-laws. The Board of Directors may at any time remove any
member of the Executive Committee with or without cause and may
terminate or in any way in its sole discretion limit or restrict the
authority of the Executive Committee. The Committee shall keep a record
of its proceedings and report such proceedings to the Board of
Directors.
ARTICLE IV OFFICERS
Section I NUMBER
The officers of the corporation shall be a President, a Secretary, and
a Treasurer, each of who shall be elected by the Board of Directors.
Any two or more officers may be held by the same person, except the
offices of President and Secretary.
Section II 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 Board of Directors held after each annual meeting of the
shareholders. If the election of the officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until a successor shall have
been duly elected and shall have qualified or until the Officer's death
or until the Officer shall resign or shall have been removed in the
manner hereinafter provided.
Section III REMOVAL
Any officer or agent elected or appointed by the Board of Directors may
be removes by the Board of Directors, whenever in its judgment the best
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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. Election or appointment of an officer or agent shall
not of itself create contact rights.
Section IV VACANCIES
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
Section V 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. The President shall, when present, preside at all
the meetings of the shareholders and of the Board of Directors. The
President 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, and in general shall
perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to
time.
Section VI THE VICE PRESIDENT
In the absence of the President or in the event of the President's
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
of 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 assigned to the Vice President
by the President or by the Board of Directors.
Section VII THE SECRETARY
The Secretary shall: (a) keep the minutes of the shareholders' and of
the Board of Directors' meetings in one or more books provided for the
purpose; (b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that
the seal 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 which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or the Vice President,
certificates for 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 stock transfer books of the corporation; and (g)
in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to the Secretary
by the President or by the Board of Directors.
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Section VIII THE TREASURER
The Treasurer shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) 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 depositaries as shall be
selected in accordance with the provisions of Article V of these by-
laws; and (c) in general perform all of the duties incident to the
office of the Treasurer and such other duties as from time to time may
be assigned to the Treasurer by the President or by the Board of
Directors.
Section IX 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 the officer is also a Director
of the corporation.
ARTICLE V CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section I CONTRACTS
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract, to 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.
Section II LOANS
No loans shall be contracted on behalf of the corporation and no
evidences on indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section III 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 Board of Directors.
Section IV 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 Board of Directors may select.
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section I CERTIFICATION FOR SHARES
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 certificates 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 stock transfer books of the corporation. All certificates
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surrendered to the corporation for transfer shall be cancelled and no
certificates 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 II TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by
a legal representative, who shall furnish proper evidence of authority
to transfer, or by an 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.
ARTICLE VII FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
October and end on the 30th day of September.
ARTICLE VIII 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 the law.
ARTICLE IX SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation and conditions provided by law.
ARTICLE X WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these by-laws or
under the provisions of the articles of incorporation or under the
provisions of the PRIMCO INC, 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 unanimous vote of the Board of Directors at any regular
of special meeting of the Board of Directors, or by affirmative vote of
two-thirds of the outstanding shares.
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The foregoing initial by-laws of the corporation were adopted by the
Board of Directors on this
_______________________________ __________________________________
CEO DIRECTOR