EXHIBIT 2.2
ANTIGUA AND BARBUDA
The International Business Corporations Act, 1982
No. 28 of 1982 Cap. 222 Vol. 5 of the Revised Laws of Antigua 1992 Edition
A Company Limited by Shares
BY-LAWS
OF
NET-FORCE SYSTEMS INC.
PRELIMINARY
-----------
In these By-Laws, if not inconsistent with the subject or context, the words
hereinafter stated shall bear the meanings opposite to them.
THE CORPORATION The above-named Corporation
THE ACT The International Business Corporations Act, 1982 No.
28 of 1982, and every other Act for the time being in
force concerning corporations and affecting the
Corporation.
THESE PRESENTS These By-Laws as originally framed, or as from time
to time amended or altered by special resolution.
THE REGISTER The Register of shareholders to be kept as required
by Section 130 of the Act.
OFFICE The Registered Office for the time being of the
Corporation.
THE BOARD The Board of Directors for the time being of the
Corporation.
ORDINARY RESOLUTION A resolution passed by a majority of the shares
entitled to vote.
1. Shares and Share Capital
------------------------
1.1 Issuance
---------
The issue or allotment of shares shall be under the control of the
Board which may issue the whole or any portion thereof with such
referred, deferred, special or limited rights as it may think fit.
1.2 Alteration of Capital
---------------------
The Corporation may from time to time by ordinary resolution increase
the share capital by such sum to be divided into shares of such amount
as the resolution shall prescribe. The Corporation may by ordinary
resolution:
a. Consolidate and divide all or any portion of its share capital
into shares of larger amount than its existing shares;
b. Sub-divide its existing shares, or any of them, into shares of
smaller amount that is fixed by the Articles of Incorporation
subject, nevertheless, to the provisions of the Act;
c. Cancel any shares which, at the date of the passing of the
resolution, have not been taken up or agreed to be taken up by
any person.
Subject to the provisions of the Act, the Corporation may by special
resolution reduce its share capital, any capital redemption reserve
fund or any share premium account.
2. Share Certificates and Register
-------------------------------
2.1 Certificates
------------
Certificates representing shares of the Corporation shall be in such
form as shall be determined by the directors. Such certificates shall
be signed by a director. All certificates for shares shall be
consecutively numbered or otherwise identified. Certificates may be
issued to bearer or in registered form. Bearer certificates shall be
marked as not transferable to residents of Antigua and Barbuda.
2.2 Register
--------
The number of shares, the date of issue, the consideration paid, and
the serial number of each bearer or registered certificate shall be
entered on the Register of the Corporation. In the case of registered
shares, the name and address of the holder shall also be entered on
said register.
2.3 Lost or Damaged Certificate
---------------------------
In the 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 may prescribe.
3. Transfer of Shares
------------------
3.1 Transfer
--------
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 Register of the Corporation.
3.2 Record Owner
------------
The Corporation shall be entitled to treat the holder on record of any
registered 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 Act.
4. Fiscal Year
-----------
The fiscal year of the Corporation shall begin on the 1st day of
January each year.
5. Dividends
---------
The Board 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.
6. Seal
----
The Board may provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the Corporation, the place
of incorporation and the year of incorporation.
7. Meetings
--------
7.1 Annual Directors' Meeting
-------------------------
The annual Directors' Meeting of the Corporation shall be held no more
than four (4) months from the date of registration of the Corporation
at such place within Antigua and Barbuda as the Board may determine.
7.2 Annual Shareholders' Meeting
----------------------------
An Annual Shareholders' Meeting of the Corporation shall be held every
year after the incorporation of the Corporation at such time and place
within Antigua and Barbuda as shall from time to time be prescribed by
the Board.
7.3 Special Shareholders' Meeting
-----------------------------
The Board may, whenever it thinks fit, convene a Special Shareho9lders'
Meeting. The Board shall also on the requisition of the holders of not
less than one-twentieth (1/20) of the issued share capital of the
Corporation proceed to convene a special Shareholders' Meeting of the
Corporation.
7.3 Proceedings
-----------
All business shall be deemed special that is transacted at a Special
Shareholders' Meeting, and also that is transacted at any Annual
Shareholders' Meeting, with the exception of the consideration of the
accounts and auditor's report, if any, the election of directors and
the reappointment of any incumbent auditor.
7.5 Quorum
------
No business shall be transacted at any shareholders' meeting unless a
quorum of shareholders is present at the time when the meeting proceeds
to business. Save as is herein otherwise provided, shareholders present
in person or by proxy representing a majority of the Corporation's
shares shall constitute a quorum.
7.6 Chairman
--------
All meetings shall be chaired by a Director appointed by the Board to
act as Chairman.
7.7 Minutes
-------
Minutes of the proceedings of every Annual Shareholders' Meeting shall
be kept, and shall be signed by the Chairman of the same meeting, or by
the Chairman of the next succeeding meeting, and the same, when so
signed, shall be conclusive evidence of all such proceedings and of the
proper election of the Chairman.
7.8 Votes of Shareholders
---------------------
Subject to any rights or restrictions for the time being attached to
any class or classes of shares, every shareholder shall have one vote
for each share of which he is the holder. All elections for directors
shall be decided by majority vote; all other questions shall be decided
by majority vote except as otherwise required by the Act.
7.9 Informal Action by Shareholder
------------------------------
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 all of the shareholders entitled to vote with respect to the subject
matter thereof.
7.10 Proxies
-------
Votes may be given either personally or by proxy. The instrument
appointing a proxy shall be in writing under the hand of the appointer
or his attorney duly authorized in writing, or if the appointer is a
corporation, either under seal or under the hand of an officer or
attorney duly authorized. A proxy need not be a shareholder of the
Corporation. The instrument appointing a proxy and the power of
attorney or other authority, if any, under which it is signed or a
certified copy of that power of attorney shall be deposited at the
office or at such other place within Antigua as is specified for that
purpose in the notice convening the meeting.
7.11 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 that
Twenty-One (21) days before the date of the meeting, either personally
by mail or facsimile, to each shareholder on record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
7.12 Waiver of Notice
----------------
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder, 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.
8. Directors
---------
8.1 Number of Directors
-------------------
Unless and until the Corporation in a General or Special Shareholders'
Meeting shall otherwise determine, the number of Directors shall be
five. Each director shall hold office unless removed as provided in
these presents, until the next Annual Shareholders' Meeting and until
his successor shall have been elected.
8.2 Remuneration of Directors
-------------------------
Each of the Directors shall be paid out of the funds of the Corporation
such remuneration for his services as a director as the Corporation is
an Annual Shareholders' Meeting may from time to time determine. The
directors may also be paid all traveling, hotel and other expenses
properly incurred by them in attending and returning from meetings of
the directors or any committee of the directors or meetings of the
Corporation or in connection with the business of the Corporation.
8.3 Directors with Other Offices and Interests
------------------------------------------
A director may hold any other office or place of profit under the
Corporation and he or any firm of which he is a member may act in a
professional capacity for the Corporation in conjunction with his
office of director of the Corporation for such period and in such terms
as to remuneration and otherwise as the Board may determine. No
director or intending director shall be disqualified by his office from
contracting with the Corporation, either with regard thereto, as a
vendor, purchaser or otherwise, nor shall any such contract, or any
contract or arrangement entered into by or on behalf of the Corporation
in which any director so contracting or being so interested be liable
to account to the Corporation for any profit realized by any such
contract or arrangement by reason of such director holding such office,
or of the fiduciary relationship thereby established so long as the
director notifies the Corporation in accordance with the requirements
of the Act. To the extent permitted by the Act, any director may vote
as a director or shareholder in respect of any such contract or
arrangement; provided that such director must disclose his interest in
the contract or arrangement, the contract or arrangement must be
entered into by the Corporation in an Annual or Special Shareholders'
Meeting, and before the contract or arrangement is so entered into, the
directors must disclose their interests to the meeting.
8.4 Proceedings of the Board
------------------------
The Board at the request of any Director may meet together for the
dispatch of business, adjourn and otherwise regulate their meetings as
it thinks fit.
8.5 Executive Committee
-------------------
The Board at a duly constituted meeting may by a resolution appoint a
committee from among themselves to be known as an executive committee.
This committee may perform such acts in the name of the Board in the
same fashion as if the Board had acted. The limits of the executive
committee's acts shall be prescribed by resolution of the Board. The
powers of this committee may be changed from time to time by subsequent
resolution of the Board.
8.6 Quorum
------
The quorum necessary for the transaction of the business of the Board
may be fixed by the Board, and unless so fixed shall be one-half (1/2)
of the number of persons then serving as directors. The quorum of any
committee of the Board shall be fixed by the meeting of the Board
appointing such committee and, if not so fixed, then such quorum shall
be fixed by the members of such committee.
8.7 Voting
------
Every question at a meeting of the Board shall (except where otherwise
provided by the Board) shall be determined by a majority of the votes
of the Directors present, every director having one (1) vote.
8.8 Action without a Meeting
------------------------
A resolution may be adopted without any meeting of the Board or of a
committee if evidenced by writing under the hands of all the directors
or of all the members of such committee, and such writing shall be as
valid and effectual as a resolution duly passed at a meeting of the
Board or such committee.
8.9 Powers of the Board
-------------------
The business of the Corporation shall be managed by the Board, who may
exercise all such powers of the Corporation as are not by the Act or by
these By-Laws required to be exercised by the Corporation in an Annual
Shareholders' Meeting, subject nevertheless to any regulation of these
By-Laws, to the provisions of the Act as may be prescribed by special
resolution of the Corporation, but no regulation so made by the
Corporation shall invalidate any prior act of the Board which would
have been valid if such regulation had not been made. The general
powers given by this by-law shall not be limited or restricted by any
special authority or power given to the Board by any other By-Law.
8.10 Appointment of Attorney
-----------------------
The Board may from time to time and at any time, by powers of attorney,
appoint any corporation, firm or person to be the attorneys of the
Corporation for the purpose of executing deeds on behalf of the
Corporation in or outside Antigua and Barbuda and for such periods and
subject to such conditions as they may think fit, and any such power of
attorney may contain such provisions for the protection of persons
dealing with any such attorney as the Board may think fit, and may also
authorize any such attorney to sub-delegate all or any of the powers,
authorities and discretion vested in him.
8.11 Removal of Director
-------------------
Any director may be removed by a majority vote of the shareholders.
8.12. Resignation of Director
-----------------------
A director may resign at any time by giving written notice to the
Board. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the Board and the acceptance of the
resignation shall not be necessary to make it effective.
8.13 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.
9. Officers
--------
9.1 Number
------
The officers of the Corporation shall be a president, a vice-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. Any two or more
offices may be held by the same person.
9.2 Election and Term of Office
---------------------------
The officers of the Corporation to be elected by the Board shall be
elected annually at the first meeting of the Board after each Annual
Meeting of the shareholders. 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.
9.3 Removal
-------
Any officer or agent elected or appointed by the Board may be removed
by the Board 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.
9.4 Vacancies
---------
A vacancy in any office because of death, resignation, removal or
disqualification, may be filled by the Board for the unexpired portion
of the term.
9.5 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 affairs of the
Corporation. He may sign, with the secretary or any other proper
officer of the Corporation thereunto authorized by the directors, 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.
9.6 Secretary
---------
The secretary shall keep the minutes of the shareholders' and of the
directors' meeting 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, and be custodian of the Corporate
records.
9.7 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 Board.
9.8 Salaries
--------
The salaries of the officers shall be fixed from time to time by the
Board and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
10. Accounts
---------
The Board shall cause to be kept such books of account as are necessary
to comply with the provisions of the Act. The books of account shall be
kept at the office or at such other place as the Board thinks fit, and
shall always be open to the inspection of the Board. Any director or
shareholder shall have the right to inspect any account or book or
document of the Corporation. The Board shall from time to time in
accordance with the provisions of the Act cause to be prepared and to
be laid before an Annual Shareholders' Meeting such profit and loss
accounts, balance sheets and reports as may be necessary.
11. Auditors
---------
Auditors may be appointed and their duties regulated in accordance with
the provisions of the Act. Subject to the provisions of the Act, all
acts done by any person acting as an auditor shall, as regards all
persons dealing in good faith with the Corporation, be valid,
notwithstanding that there was some defect in his appointment or that
he was at the time of his appointment not qualified for appointment.
12. Liquidation
------------
If the Corporation shall be wound up (whether the liquidation be
voluntary, under the supervision of or by the Court) the Liquidator
may, with the required authority, divide among the shareholders in
specie or kind the whole or any part of the assets of the Corporation,
and whether or not the assets shall consist of property of one kind or
properties of different kinds, and may for such purpose set such value
as he deems fair upon one or more or classes of property, and may
determine how such different classes of shareholders. The Liquidator
may, with the like authority, vest any part of the assets in trustees
upon such trusts for the benefit of shareholders as the Liquidator with
the like authority shall think fit, and the liquidation of the
Corporation may be closed and the Corporation dissolved.
13. Amendments
----------
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by a vote of the shareholders representing a majority of all
the shares issued and outstanding, at any Annual Shareholders' Meeting
or at any Special Shareholders' Meeting when the proposed amendment has
been set out in the notice of such meeting.
14. Initial Directors
-----------------
The initial Board of Directors shall be composed of:
Terry G. Bowering
Douglas N. Bolen