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BYLAWS
OF
QUINTESSENCE OIL COMPANY
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation,
for the purpose of election of Directors and for such other
business as may come before it, shall be held at the
registered office of the Corporation, or such other places,
either within or without the State of Wyoming, as may be
designated by the notice of the meeting, on the fourth week
in May of each and every year, at 1:00 p.m., commencing in
1997, but in case such day shall be a legal holiday, the
meeting shall be held at the same hour and place on the next
succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may
be called at any time by the holders of ten percent (10%) of
the voting shares of the Corporation, or by the president,
or by the Board of Directors or a majority thereof. No
business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling
for said meeting. The Board of Directors may designate any
place, either within or without the State of Wyoming, as the
place of any special meeting called by the president or the
Board of Directors, and special meetings called at the
request of shareholders shall be held at such place in the
State of Wyoming, as may be determined by the Board of
Directors and placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
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 by the secretary or
persons authorized to call the meeting to each shareholder
of record entitled to vote at the meeting. Such notice
shall be given not less than ten (10) nor more than fifty
(50) days prior to the date of the meeting, and such notice
shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his/her address
as it appears on the stock transfer books of the
Corporation.
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.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by
his/her attendance thereat in person or by proxy. Any
shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof
had been given.
.05 Quorum and Adjourned Meetings.
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. A
majority of the shares represented at a meeting, even if
less than a quorum, 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.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his/her
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 (11)
months from the date of its execution, unless otherwise
provided in the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, every shareholder of
record shall have the right at every shareholder's meeting
to one (1) vote for every share standing in his/her name on
the books of the Corporation, and the affirmative vote of a
majority of the shares represented at a meeting and entitled
to vote thereat shall be necessary for the adoption of a
motion or for the determination of all questions and
business which shall come before the meeting.
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II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed
by its Board of Directors.
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less
than one nor more than five. Each Director shall hold office
until the next annual meeting of shareholders and until
his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Wyoming or
shareholders of the Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause the
Directors shall not have been elected at an annual meeting,
they may be elected at a special meeting of shareholders
called for that Purpose in the manner provided by these
Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the
remaining Director, whether constituting a quorum or not,
may elect a successor to hold office for the unexpired
portion of the terms of the Director whose place shall be
vacant, and until his/her successor shall have been duly
elected and qualified.
.05 Resignation.
Any Director may resign at any time by delivering written
notice to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or
regular meeting of the Board of Directors of the Corporation
may be held outside of the State of Wyoming, and any member
or members of the Board of Directors of the Corporation may
participate in any such meeting by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time; the participation by such means
shall constitute presence in person at such meeting.
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A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or
at such time and place as may be determined by the
Directors. No notice of the annual meeting of the
Board of Directors shall be necessary.
B. Special Meetings.
Special meetings of the Directors shall be called at
any time and place upon the call of the president or
any Director. Notice of the time and place of each
special meeting shall be given by the secretary, or the
persons calling the meeting, by mail, radio, telegram,
or by personal communication by telephone or otherwise
at least one (1) day in advance of the time of the
meeting. The purpose of the meeting need not be given
in the notice.
Notice of any special meeting may be waived in writing
or by telegram (either before or after such meeting)
and will be waived by any Director in attendance at
such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be
held at such place and on such day and hour as shall
from time to time be fixed by resolution of the Board
of Directors. No notice of regular meetings of the
Board of Directors shall be necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall
constitute a quorum for all purposes, but a lesser number
may adjourn any meeting, and the meeting may be held as
adjourned without further notice. At each meeting of the
Board at which a quorum is present, the act of a majority of
the Directors present at the meeting shall be the act of the
Board of Directors. The Directors present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
Directors to leave less than a quorum.
.08 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 a fixed
sum for attendance at each meeting of the Board of Directors
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or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
.09 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 his/her dissent shall be entered in the
minutes of the meeting or unless he/she shall file his/her
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.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority
of the full Board of Directors, may designate from among its
members an executive committee and one of more other
committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of
the Board of Directors, but no such committee shall have the
authority of the Board of Directors, in reference to
amending the Articles of Incorporation, adoption a plan of
merger or consolidation, recommending to the shareholders
the sale, lease, exchange, or other disposition of all of
substantially all the property and assets of the dissolution
of the Corporation or a revocation thereof, designation of
any such committee and the delegation thereto of authority
shall not operate to relieve any member of the Board of
Directors of any responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a
chairman of the Board of Directors from its members; and, if
a chairman has been elected, he/she shall, when present,
preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board
may prescribe.
.12 Removal.
Directors may be removed from office with or without cause
by a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors.
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III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be
voted upon or approved at a duly called meeting of the Directors
or shareholders may be accomplished without a meeting if a
written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the
Directors or shareholders, as the case may be.
IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or
more vice presidents (the number thereof to be determined by
the Board of Directors), a secretary and a treasurer, each
of whom shall be elected by the Board of Directors. Such
other Officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of
Directors. Any Officer may be held by the same person,
except that in the event that the Corporation shall have
more than one director, the offices of president and
secretary shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of
Directors. None of said Officers except the president need
be a Director, but a vice president who is not a Director
cannot succeed to or fill the office of president. The
Officers shall be elected by the Board of Directors. Except
as hereinafter provide, each of said Officers shall hold
office from the date of his/her election until the next
annual meeting of the Board of Directors and until his/her
successor shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers
shall be as follows:
A. President.
The president shall be the chief executive Officer of
the Corporation and, subject to the direction and
control of the Board of Directors, shall have general
charge and supervision over its property, business, and
affairs. He/she shall, unless a Chairman of the Board
of Directors has been elected and is present, preside
at meetings of the shareholders and the Board of
Directors.
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B. Vice President.
In the absence of the president or his/her inability to
act, the senior vice president shall act in his place
and stead and shall have all the powers and authority
of the president, except as limited by resolution of
the Board of Directors.
C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of the
Board of Directors meetings in one or more books
provided for that purpose;
2. See that all notices are duly given in accordance
with the provisions of these Bylaws or as required
by law;
3. Be custodian of the corporate records and of the
seal of the Corporation and affix the seal of the
Corporation to all documents as may be required;
4. Keep a register of the post office address of each
shareholder which shall be furnished to the
secretary by such shareholder;
5. Sign with the president, or a vice president,
certificates for shares of the Corporation, the
issuance of which shall have been authorized by
resolution of the Board of Directors;
6. Have general charge of the stock transfer books of
the corporation; and,
7. 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/her by the
president or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody,
control and disposition of the funds and securities of
the Corporation and shall account for the same; and, at
the expiration of his/her term of office, he/she shall
turn over to his/her successor all property of the
Corporation in his/her possession.
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E. 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 a 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.
.04 Removal.
The Board of Directors shall have the right to remove any
Officer whenever in its judgment the best interest of the
Corporation will be served thereby.
.05 Vacancies.
The Board of Directors shall fill any office which becomes
vacant with a successor who shall hold office for the
unexpired term and until his/her successor shall have
been duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be
fixed by the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such
form as is consistent with the provisions of the Corporation
laws of the State of Wyoming. They shall be signed by the
president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on
the back of the certificates or by a written power of
attorney to assign and transfer the same signed by the
record holder of the certificate. Except as otherwise
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specifically provided in these Bylaws, no shares shall be
transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the
Corporation.
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss
or destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be
issued without requiring any bond, when in the judgment of
the Board of Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of
accounts and minutes of the proceedings of the Board of
Directors and shareholders and shall keep at its registered
office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the
names of the shareholders in alphabetical order and showing
their respective addresses and the number of shares held by
each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when
certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its
Officers or Directors, unless first approved by the holder of
two-third of the voting shares, and no loans shall be made
by the Corporation secured by its shares. Loans shall be
permitted to be made to Officers, Directors and employees of the
Company for moving expenses, including the cost of procuring
housing. Such loans shall be limited to $25,000.00 per
individual upon unanimous consent of the Board of Directors.
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IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's 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 such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action
proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
.02 Derivative Action
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 or suit by or in the right of
the Corporation to procure a judgment in the Corporation's
favor by reason of the fact that such person is or was a
Director, Trustee, Officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorney's fees) and amount paid in settlement actually and
reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the
best interests of the Corporation; provided, however, that
no indemnification shall be made in respect of any claim,
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issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or willful
misconduct in the performance of such person's duty to the
Corporation unless and only to the extent that, the court in
which such action or suit was brought shall determine upon
application that, despite circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses as such court shall deem proper. The
termination of any action or suit by judgment or settlement
shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best
interests of the Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or
Agent of the Corporation has been successful on the merits
or otherwise, in whole or in part in defense of any action,
suit or proceeding referred to in Paragraphs .01 and .02
above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above
(unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination
that indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set
forth in Paragraphs .01 and .02 above. Such determination
shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or
proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such
action, suit or proceeding, or (c) by independent legal
counsel (selected by one or more of the Directors, whether
or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making
such a determination under this Paragraph .04 may determine
that a person has met the standards therein set forth as to
some claims, issues or matters but not as to others, and may
reasonably prorate amounts to be paid as indemnification.
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.05 Advances.
Expenses incurred in defending civil or criminal action,
suit or proceeding shall be paid by the Corporation, at any
time or from time to time in advance of the final
disposition of such action, suit or proceeding as authorized
in the manner provided in Paragraph .04 above upon receipt
of an undertaking by or on behalf of the Director, Trustee,
Officer, employee or agent to repay such amount unless it
shall ultimately be by the Corporation is authorized in this
Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any law, bylaw, agreement,
vote of shareholders or disinterested Directors or
otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
.07 Insurance.
The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
Director, Trustee, Officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability assessed
against such person in any such capacity or arising out of
such person's status as such, whether or not the
corporation would have the power to indemnify such person
against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the
"Corporation" shall include, in addition to the Corporation,
an constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the
power and authority to indemnify its Directors, Trustees,
Officers, employees or agents, so that any person who is or
was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the
voting stock of which is owned by such constituent
corporation or is or was serving at the request of such
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constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect
to the resulting or surviving Corporation as such person
would have with respect to such constituent corporation if
its separate existence had continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any
regular or special meeting of the shareholders if notice of
the proposed alteration or amendment is contained in the
notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of
the Board of Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules
or Order, Newly Revised, shall govern all meetings of
shareholders and Directors where those rules are not inconsistent
with the Articles of Incorporation, Bylaws, or special rules or
order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole
or in part as a deductible expense of the Corporation for Federal
Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the
disallowance. This legally enforceable obligation is in
accordance with the provisions of Revenue Ruling 69-115, 1969-1
C.B. 50, and is for the purpose of entitling such employee to a
business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the
Corporation shall be protected from having to bear the entire
burden of disallowed expense items.