BYLAWS
OF
PHOTOVOLTAIC SOLAR CELLS, INC.
(a Nevada corporation)
_________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation
shall be entitled to have a certificate signed by, or in the name of, the
corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,
or by the President or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation or by
agents designated by the Board of Directors, certifying the number of shares
owned by him in the corporation and setting forth any additional statements that
may be required by the General Corporation Law of the State of Nevada (General
Corporation Law). If any such certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, a
facsimile of the signature of the officers, the transfer agent or the transfer
clerk or the registrar of the corporation may be printed or lithographed upon
the certificate in lieu of the actual signatures. If any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any certificate or certificates shall cease to be such officer or
officers of the corporation before such certificate or certificates shall have
been delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one class of
stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute
and deliver a certificate for or including a fraction of a share. In lieu of
executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the corporation shall be made only on the
stock ledger of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes, if any, due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If a record date is
not fixed, the record date is at the close of business on the day before the day
on which notice is given or, if notice is waived, at the close of business on
the day before the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders applies to an
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. The directors must fix a new
record date if the meeting is adjourned to a date more than sixty days later
than the date set for the original meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Articles of Incorporation confers
such rights where there are two or more classes or series of shares of stock or
upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the articles of incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- - TIME. The annual meeting shall be held on the date and at the time fixed, from
time to time, by the directors, provided, that the first annual meeting shall be
held on a date within thirteen months after the organization of the corporation,
and each successive annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting. A special meeting shall
be held on the date and at the time fixed by the directors.
- - PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Nevada, as the directors may, from time to time,
fix.
- - CALL. Annual meetings and special meetings may be called by the directors or
by any officer instructed by the directors to call the meeting.
- - NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and
signed by the President or a Vice-President, or the Secretary, or an Assistant
Secretary, or by such other person or persons as the directors must designate.
The notice must state the purpose or purposes for which the meeting is called
and the time when, and the place, where it is to be held. A copy of the notice
must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation. Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly authorized attorney, either before or
after the meeting; and if notice of any kind is required to be given under the
provisions of the General Corporation Law, a waiver thereof in writing and duly
signed whether before or after the time stated therein, shall be deemed
equivalent thereto.
- - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one
of the following officers in the order of seniority and if present and acting -
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
- - PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may
designate another person or persons to act for him by proxy in any manner
described in, or otherwise authorized by, the provisions of Section 78.355 of
the General Corporation Law.
- - INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- - QUORUM. A majority of the voting power, which includes the voting power that
is present in person or by proxy, regardless of whether the proxy has authority
to vote on all matters, constitutes a quorum at a meeting of stockholders for
the transaction of business unless the action to be taken at the meeting shall
require a greater proportion. The stockholders present may adjourn the meeting
despite the absence of a quorum.
- - VOTING. Each share of stock shall entitle the holder thereof to one vote. In
the election of directors, a plurality of the votes cast shall elect. Any other
action is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action, except where the General
Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a
different percentage of votes and/or a different exercise of voting power. In
the election of directors, voting need not be by ballot; and, except as
otherwise may be provided by the General Corporation Law, voting by ballot shall
not be required for any other action.
Stockholders may participate in a meeting of stockholders by means of a
conference telephone or similar method of communication by which all persons
participating in the meeting can hear each other.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by
the General Corporation Law, any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by stockholders holding at least
a majority of the voting power; provided that if a different proportion of
voting power is required for such an action at a meeting, then that proportion
of written consents is required. In no instance where action is authorized by
written consent need a meeting of stockholders be called or noticed.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The Board of Directors of the corporation shall
manage the business and affairs of the corporation. The Board of Directors shall
have authority to fix the compensation of the members thereof for services in
any capacity. The use of the phrase "whole Board" herein refers to the total
number of directors that the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A
director need not be a stockholder or a resident of the State of Nevada. The
initial Board of Directors shall consist of the number of initial directors set
forth in the corporation's original Articles of Incorporation. Thereafter the
number of directors constituting the whole board shall be at least one. Subject
to the foregoing limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be the number of
initial directors set forth in the corporation's original Articles of
Incorporation. The number of directors may be increased or decreased by action
of the stockholders or of the directors.
3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the
provisions of Sections 78.320 through 78.335 of the General Corporation Law of
Nevada. The first Board of Directors shall hold office until the first election
of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4. MEETINGS.
- - TIME. Meetings shall be held at such time as the Board shall fix, except that
the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- - PLACE. Meetings shall be held at such place within or without the State of
Nevada as shall be fixed by the Board.
- - CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office. - NOTICE OR ACTUAL
OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for
which the time and place have been fixed. Written, oral, or any other mode of
notice of the time and place shall be given for special meetings in sufficient
time for the convenient assembly of the directors thereat. Notice if any need
not be given to a director or to any member of a committee of directors who
submits a written waiver of notice signed by him before or after the time stated
therein.
- - QUORUM AND ACTION. A majority of the directors then in office, at a meeting
duly assembled, shall constitute a quorum. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as the Articles of Incorporation or these Bylaws may otherwise
provide, and except as otherwise provided by the General Corporation Law, the
act of the directors holding a majority of the voting power of the directors,
present at a meeting at which a quorum is present, is the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these Bylaws which govern
a meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.
Members of the Board or of any committee that may be designated by the Board may
participate in a meeting of the Board or of any such committee, as the case may
be, by means of a telephone conference or similar method of communication by
which all persons participating in the meeting hear each other. Participation in
a meeting by said means constitutes presence in person at the meeting.
- - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or
without cause in accordance with the provisions of the General Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the Board of
Directors may designate one or more committees that have such powers and duties
as the Board shall determine. Any such committee, to the extent provided in the
resolution or resolutions of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.
7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if, before or after the action, a written consent thereto is signed by
all the members of the Board or of the committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation must have a President, a Secretary, and a Treasurer, and, if
deemed necessary, expedient, or desirable by the Board of Directors, a Chairman
of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or
more other Vice-Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers and agents with such titles as the
resolution choosing them shall designate. Each of any such officers must be
natural persons and must be chosen by the Board of Directors or chosen in the
manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the resolution
choosing him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the Board, if any, need be a director.
Any person may hold two or more offices, as the directors may determine.
3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing him,
each officer shall be chosen for a term which shall continue until the meeting
of the Board of Directors following the next annual meeting of stockholders and
until his successor shall have been chosen or until his resignation or removal
before the expiration of his term.
Any officer may be removed, with or without cause, by the Board of Directors or
in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or in the
manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in the State of
Nevada is the address of the initial resident agent of the corporation, as set
forth in the original Articles of Incorporation.
The corporation shall maintain at said registered office a copy, certified by
the Secretary of State of the State of Nevada, of its Articles of Incorporation,
and all amendments thereto, and a copy, certified by the Secretary of the
corporation, of these Bylaws, and all amendments thereto. The corporation shall
also keep at said registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the corporation, showing their places of residence, if
known, and the number of shares held by them respectively or a statement setting
out the name of the custodian of the stock ledger or duplicate stock ledger, and
the present and complete post office address, including street and number, if
any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of Directors may
prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify, to the fullest extent permissible under the
General Corporation Law, or the indemnification provisions of any successor
statute, any person, and the heirs and personal representatives of such person,
against any and all judgments, fines, amounts paid in settlement and costs and
expenses, including attorneys' fees, actually and reasonably incurred by or
imposed upon such person in connection with, or resulting from any claim,
action, suit or proceeding (civil, criminal, administrative or investigative) in
which such person is a party or is threatened to be made a party by reason of
such person being or having been a director, officer or employee of the
corporation, or of another corporation, joint venture, trust or other
organization in which such person serves as a director, officer or employee at
the request of the corporation, or by reason of such person being or having been
an administrator or a member of any board or committee of the corporation or of
any such other organization, including, but not limited to, any administrator,
board or committee related to any employee benefit plan.
The corporation shall advance expenses incurred in defending a civil or criminal
action, suit or proceeding to any such director, officer or employee upon
receipt of an undertaking by or on behalf of the director, officer or employee
to repay such amount, if it shall ultimately be determined that such person is
not entitled to indemnification by the corporation.
The foregoing right of indemnification and advancement of expenses shall in no
way be exclusive of any other rights of indemnification to which any such person
may be entitled, under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.
ARTICLE VIII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall
be vested in the Board of Directors subject to the Bylaws, if any, adopted by
the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the
Bylaws of Photovoltaic Solar Cells, Inc., a Nevada corporation, as in effect on
the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated: May 11, 2007
/s/ Zechariah Krogen-Curtin
Zechariah Krogen-Curtin,
Secretary of Photovoltaic Solar Cells, Inc.