EXHIBIT 3.2
INTERNATIONAL TRAINING & EDUCATION CORP.
BY-LAWS
ARTICLE 1 MEETINGS OF STOCKHOLDERS
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1. Stockholders' meetings shall be held in the office of the
Corporation, at Carson City, NV, or at such other place or places as the
Directors shall from time to time determine.
2. The annual meeting of the Stockholders of this Corporation
shall be held at 11 a.m., on the 17th day of June of each year beginning
in 1995, at which time there shall be elected by the Stockholders of the
Corporation a Board of Directors for the ensuing year, and the
Stockholders shall transact such other business as shall properly come
before them.
3. A notice setting out the time and place of such annual
meeting shall be mailed postage prepaid to each of the Stockholders of
record, at his address and as the same appears on the stock book of the
company, or if no such address appears, at his last known place of
business, at least ten (10) days prior to the annual meeting.
4. If a quorum is not present at the annual meeting, the
Stockholders present, in person or by proxy, may adjourn to such future
time as shall be agreed upon by them, and notice of such adjournment
shall be mailed, postage prepaid, to each Stockholder of record at least
ten (10) days before such date to which the meeting was adjourned; but if
a quorum is present, they may adjourn from day to day as they see fit,
and no notice of such adjournment need be given.
5. Special meetings of the Stockholders may be called at any
time by the President, by all of the Directors provided there are no more
than three, or if more than three, by any three Directors; or by the
holder of a majority share of the capital stock of the Corporation. The
Secretary shall send a notice of such called meeting to each Stockholder
of record at least ten (10) days before such meeting, and such notice
shall state the time and place of the meeting, and the object thereof. No
business shall be transacted at a special meeting except as stated in the
notice to the Stockholders, unless by unanimous consent of all the
Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.
6. A majority of the stock issued and outstanding, either in
person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the Stockholders.
7. Each Stockholder shall be entitled to one vote for each share
of stock in his own name on the books of the company, whether represented
in person or by proxy.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at all
meetings of the Stockholders so far as is practicable:
r) Call the roll;
s) Reading, correcting, and approving of the minutes of the
previous meeting;
t) Reports of Officers;
u) Reports of Committees;
v) Election of Directors;
w) Unfinished business; and
x) New business
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ARTICLE II STOCK
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1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.
2 All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of shares and the
date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall
be surrendered by cancellation and new certificates issued to the purchased or
assignee.
ARTICLE III DIRECTORS
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1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one year, and Directors may
be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation
or other causes shall be filled by the remaining Director or Directors choosing
a Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1 p.m.,
on the seventeenth day of June of each year beginning in 1995 at the office of
the company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
president or any director giving ten (10) days notice to each director. Special
meetings may also be called by execution of the appropriate waiver of notice and
call when executed by a majority of the Directors of the company. A majority of
the Directors shall constitute a quorum.
4. The Directors have the general management and control of the
business and affairs of the company and shall exercise all the powers that may
be exercised or performed by the Corporation, under the statues, the Articles of
Incorporation, and the by-laws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.
5. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.
ARTICLE IV OFFICERS
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1. The officers of this company shall consist of a President, one or
more Vice President(s), Secretary, Treasurer, Resident Agent, and such other
officers as shall, from time to time, be elected or appointed by the Board of
Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
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by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President
during the absence or disability of the President and shall have such powers and
such duties as may be assigned to him from time to time by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as required by
the by-laws, shall keep a record of the minutes of the proceedings of the
meetings of the Stockholders and Directors, shall have charge of the corporate
books, and shall make such reports and perform such other duties as are incident
to his office, or properly required of him by the Board of Directors. He shall
be responsible that the Corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and maintain, any and all amendments or changes to the by-laws of the
Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered office in Nevada, and maintain, a current
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 specified
in the section is kept.
5. The TREASURER shall have the custody of all moneys and securities of
the Corporation and shall keep regular books of account. He shall disburse the
funds of the Corporation in payment of the just demands against the Corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the Corporation's
registered office in the state of Nevada, upon whom process against the
Corporation may be served and shall perform all duties required of him by
statute.
7. The salaries of all offices shall be fixed by the Board of Directors
and may be changed from time to time by a majority vote of the board.
8. Each officer shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed for
successive annual terms.
9. The Board of Directors may appoint such other officers and agents,
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
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1. The Corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporations request as a Director or Officer of another
Corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation,
except, in relation to matters as to which any such Director or Officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
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Such indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under by-law, agreement, vote of Stockholders
or otherwise.
ARTICLE VI AMENDMENTS
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1. Any of these by-laws may be amended by a majority vote of the
Stockholders at any meeting or at any special meeting called for that purpose.
2. The Board of Directors may amend the by-laws or adopt additional
by-laws, but shall not alter or repeal any by-laws adopted by the Stockholders
of the company.
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