BYLAWS OF DIAMOND INTERNATIONAL GROUP, INC.
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ARTICLE I. DIRECTORS
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Section 1. Function All corporate powers shall be
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exercised by or under the authority of the Board of
Directors. The business and affairs of the Corporation
shall be managed under the direction of the Board of
Directors. Directors must be natural persons who are at
least 18 years of age but need not be shareholders of the
Corporation. Residents of any state may be directors.
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Section 2. Compensation The shareholders shall have
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authority to fix the compensation of directors. Unless
specifically authorized by a resolution of the shareholders,
the directors shall serve in such capacity without
compensation.
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Section 3. Presumption of Assent A director who is
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present at a meeting of the Board of Directors or a
committee 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 he objects at the beginning of
the meeting (or promptly upon arriving) to the holding of
the meeting or transacting the specified business at the
meeting, or if the director votes against the action taken
or abstains from voting because of an asserted conflict of
interest.
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Section 4. Number. The Corporation shall have at least
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the minimum number of directors required by law. The number
of directors may be increased or decreased from time to time
by the Board of Directors.
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Section 5. Election and Term. At each annual meeting of
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shareholders, the shareholders shall elect directors to hold
office until the next annual meeting or until their earlier
resignation, removal from office or death. Directors shall
be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a
quorum is present.
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Section 6. Vacancies. Any vacancy occurring in the Board
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of Directors, including a vacancy created by an increase in
the number of directors, may be filled by the shareholders
or by the affirmative vote of a majority of the remaining
directors through less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold
office until the next election of directors by the
shareholders. If there are no remaining directors, the
vacancy shall be filled by the shareholders.
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Section 7. Removal of Directors. At a meeting of
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shareholders, any director or the entire Board of Directors
may be removed, with or without cause, provided the notice
of the meeting states that one of the purposes of the
meeting is the removal of the director. A director may be
removed only if the number of votes cast to remove him
exceeds the number of votes cast against removal.
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Section 8. Quorum and Voting. A majority of the number of
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directors fixed by these Bylaws shall constitute a quorum
for the transaction of business. The act of a majority of
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
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Section 9. Executive and Other Committees. The Board of
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Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members one
or more committees each of which must have at least two
members. Each committee shall have the authority set forth
in the resolution designating the committee.
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Section 10. Place of Meeting. Regular and special
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meetings of the Board of Directors shall be held at the
principal place of business of the Corporation or at another
place designated by the person or persons giving notice or
otherwise calling the meeting.
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Section 11. Time, Notice and Call of Meetings. Regular
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meetings of the Board of Directors shall be held without
notice at the time and on the date designated by resolution
of the Board of Directors. Written notice of the time, date
and place of special meetings of the Board of Directors
shall be given to each director by mail delivery at least
two days before the meeting.
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Notice of a meeting of the Board of Directors need not be
given to a director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and
waiver of all objections to the place of the meeting, the
time of the meeting, and the manner in which it has been
called or convened, unless a director objects to the
transaction of business (promptly upon arrival at the
meeting) 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 must be specified in the notice or waiver of
notice of the meeting.
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A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of an adjourned meeting
shall be given to the directors who were not present at the
time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the
adjournment, to the other directors. Meetings of the Board
of Directors may be called \by the President or the Chairman
of the Board of Directors. Members of the Board of
Directors and any committee of the Board may participate in
a meeting by telephone conference or similar communications
equipment if all persons participating in the meeting can
hear each other at the same time. Participation by these
means constitutes presence in person at a meeting.
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Section 12. Action by Written Consent. Any action
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required or permitted to be taken at a meeting of directors
may be taken without a meeting of a consent in writing
setting forth the action to be taken and signed by all of
the directors is filed in the minutes of the proceedings of
the Board. The action taken shall be deemed effective when
the last director signs the consent, unless the consent
specifies otherwise.
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ARTICLE II. MEETINGS OF SHAREHOLDERS
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Section 1. Annual Meetings. The annual meeting of the
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shareholder of the corporation for the election of officers
and for such other business as may properly come before the
meeting shall be held at such time and place as designated
by the Board of Directors.
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Section 2. Special Meeting. Special meetings of the
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shareholders shall be held when directed by the President or
when requested in writing by shareholders holding at least
10% of the Corporation's stock having the right and entitled
to vote at such meeting. A meeting requested by
shareholders shall be called by the President for a date not
less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the
meeting notice may be conducted at a special shareholder
meeting.
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Section 3. Place. Meetings of the shareholders will be
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held at the principal place of business of the Corporation
or at such other place as is designated by the Board of
Directors.
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Section 4. Notice. A written notice of each meeting of
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shareholders shall be mailed to each shareholder having the
right and entitled to vote at the meeting at the address as
it appears on the records of the Corporation. The meeting
notice shall be mailed not less than 10 nor more than 60
days before the date set for the meeting. The record date
for determining shareholders entitled to vote at the meeting
will be the close of business on the day before the notice
is sent. The notice shall state the time and place the
meeting is to be held. A notice of a special meeting shall
also state the purpose of the meeting. A Notice of meeting
shall be sufficient for that meeting and any adjournment of
it. If a shareholder transfers any shares after the notice
is sent, it shall not be necessary to notify the transferee.
All shareholders may waive notice of a meeting at any time.
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Section 5. Shareholder Quorum. A majority of the shares
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entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Any
number of shareholders, even of less than a quorum, may be
adjourn the meeting without further notice until a quorum is
obtained.
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Section 6. Shareholder Voting. If a quorum is present,
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the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders. Each outstanding
share shall be entitled to one vote on each matter submitted
to a vote at a meeting of shareholders. An alphabetical
list of all shareholders who are entitled to notice of a
shareholder' meeting along with their addresses and the
number of shares held by each shall be produced at a
shareholder' meeting upon the request of any shareholder.
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Section 7. Proxies. A shareholder entitled to vote at any
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meeting of shareholder or any adjournment thereof may vote
in person or by proxy executed in writing and signed by the
shareholder or his attorney-in-fact. The appointment of
proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy
shall be valid more than 11 months after the date of its
execution unless a longer term is expressly stated in the
proxy.
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Section 8. Validation. If shareholders who hold a
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majority of the voting stock entitled to vote at a meeting
are present at the meeting, and sign a written consent to
the meeting on the record, the acts of the meeting shall be
valid, even if the meeting was not legally called and
noticed.
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Section. 9. Conduct of Business By Written Consent. Any
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action of the shareholders may be taken without a meeting of
written consents, setting forth the action taken, are signed
by at least a majority of shares entitled to vote and are
delivered to the officer or agent of the Corporation having
custody of the Corporation's records within 60 days after
the date that the earliest written consent was delivered.
Within 10 days after obtaining an authorization of an action
by written consent, notice shall be given to those
shareholder who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action.
If the action created dissenters' rights, the notice shall
contain a clear statements of the right of dissenting
shareholders to be paid the fair value of their shares upon
compliance with and as provided for by the state law
governing corporations.
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ARTICLE III. OFFICERS
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Section 1. Officers; Election; Resignation; Vacancies.
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The Corporation shall have the officers and assistant
officers that the Board of Directors appoint from time to
time. Except as otherwise provided in an employment
agreement which the Corporation has with an officer, each
officer shall serve until a successor is chosen by the
directors at a regular or special meeting of the directors
or until removed. Officers and agents shall be chosen,
serve for the terms, and have the duties determined by the
directors. A person may hold two or more offices.
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Any officer may resign at any time upon written notice to
the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later date. If the
resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors
may fill the pending vacancy before the effective date
provided the successor officer does not take office until
the future effective date. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the
term bu the Board of Directors at any regular or special
meeting.
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Section 2. Powers and Duties of Officers. The officers of
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the Corporation shall have such powers and duties in the
management of the Corporation as may be prescribed by the
Board of Directors and, tot he extent not so provided, as
generally pertain to their respective offices, subject to
the control of the Board of Directors.
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Section 3. Removal of Officers. An officer or agent or
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member of a committee elected or appointed by the Board of
Directors may be removed by the Board with or without cause
whenever in its judgment the best interests of the
Corporation will be services thereby, but such removal shall
be without prejudice tot he contract rights, if any, of the
person so removed. Election or appointment of an officer,
agent or member of a committee shall not of itself create
contract rights. Any officer, if appointed by another
officer, may be removed by that officer.
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Section 4. Salaries. The Board of Directors may cause the
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Corporation to enter into employment agreements with any
officer of the Corporation. Unless provided for in an
employment agreement between the Corporation and an officer,
all officers of the Corporation serve in their capacities
without compensation.
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Section 5. Bank Accounts. The Corporation shall have
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accounts with financial institutions as determined by the
Board of Directors.
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ARTICLE IV. DISTRIBUTIONS
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The Board of Directors may, from time to time, declare
distribution to its shareholders in cash, property, or its
own shares, unless the distribution would cause (i) the
Corporation to be unable to pay its debts as they become due
in the usual course of business, or (ii) the Corporation's
assets to be less than its liabilities plus the amount
necessary, if the Corporation were dissolved at the time of
the distribution, to satisfy the preferential rights of
shareholder whose rights are superior to those receiving the
distribution. The shareholders and the Corporation may
enter into an agreement requiring the distribution of
corporation profits, subject to the provisions of law.
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ARTICLE V. CORPORATE RECORDS
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Section 1. Corporate Records. The Corporation shall
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maintain its records in written form or in another form
capable of conversion into written form within a reasonable
time. The Corporation shall keep as permanent records
minutes of all meetings of its Shareholders and Board of
Directors, a record of all actions taken by the shareholders
or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors on
behalf of the Corporation. The Corporation shall maintain
accurate accounting records and a record of its shareholders
in a form that permits preparation of a list of the names
and addresses of all shareholders in alphabetical order by
class of shares showing he number and series of shares held
by each.
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The Corporation shall keep a copy of its articles or
restated articles of incorporation and all amendments to
them currently in effect; these Bylaws or restated Bylaws
and all amendments currently in effect; resolutions adopted
by the Board of Directors creating one or more classes or
series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to
those resolutions are outstanding; the minutes of all
shareholders, meetings and records of all actions taken by
shareholders without a meeting for the past three years;
written communications to all shareholders generally or all
shareholders of a class of series within the past three
years, including the financial statements furnished for the
last three years.; a list-.of names and business street
addresses of its current directors and officers; and its
most recent annual report delivered to the Department of
State.
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Section 2. Shareholders' Inspection Rights. A shareholder
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is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation,
any books and records of the Corporation. The shareholder
must give the Corporation written notice of this demand at
least five business, days before the date on which he wishes
to inspect and copy the record(s). The demand must be made
in good faith and for a proper purpose. The shareholder
must describe with reasonable particularity the purpose and
the records he desires to inspect, and the records must be
directly connected with this purpose. This Section does not
affect the right of a shareholder to inspect and copy the
shareholders, list described in this Article if the
shareholder is in litigation with the Corporation. In such
a case, the shareholder shall have the same rights, as any
other litigant to compel the production of corporate records
for examination.
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The Corporation may deny any demand for inspection if the
demand was made for an improper purpose, or if the demanding
shareholder has within the two years preceding his demand,
sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, has aided or
abetted any person in procuring any list of shareholders for
that purpose, or has improperly used any information secured
through any prior examination of the records of this
Corporation or any other corporation.
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Section 3. Financial Statements for Shareholders.
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Unless modified by resolution of the shareholders within 120
days after the close of each fiscal year, the Corporation
shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements
of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of
the fiscal year, an income statement for that year, and a
statement of cash flows for that year. if financial
statements are prepared for the Corporation on the basis of
generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.
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If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not,
the statements must be accompanied by a statement of the
President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of
preparation and describing any respects in which the
statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding
year. The Corporation shall mail the annual financial
statements to each shareholder within 120 days after the
close of each fiscal year or within such additional time
thereafter as is reasonably necessary to enable the
Corporation to prepare its financial statements.
Thereafter, on written request from a shareholder who was
not mailed the statements, the Corporation shall mail him
the latest annual financial statements.
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Section 4. Other Reports to Shareholders. If the
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Corporation indemnities or advances expenses to any
director, officer, employee or agent otherwise than by court
order or action by the shareholders or by an insurance
carrier pursuant to insurance maintained by the Corporation,
the Corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of
the next annual shareholders' meeting, or prior to the
meeting if the indemnification or advance occurs after the
giving of the notice but prior to the time the annual
meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the
litigation or threatened litigation.
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If the Corporation issues or authorizes th; issuance of
shares for promises to render services in the future, the
Corporation shall report in writing to the shareholders the
number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of
the next shareholders, meeting.
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ARTICLE VI. STOCK CERTIFICATES
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Section 1. Issuance. The Board of Directors may authorize
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the issuance of some or all of the shares of any or all of
its classes or series without certificates. Each
certificate issued shall be signed by the President and the
Secretary (or the Treasurer). The rights and obligations of
shareholders are identical whether or not their shares are
represented by certificates.
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Section 2. Registered Shareholders. No certificate shall be
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issued for any share until the share is fully paid. The
Corporation shall be entitled to treat the holder of record
of shares as the holder in fact and, except as otherwise
provided by law, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
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Section 3. Transfer of Shares. Shares of the Corporation
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shall be transferred on its books only after the surrender
to the Corporation of the share certificates duly endorsed
by the holder of record or attorney-in-fact. If the
surrendered certificates are canceled, new certificates
shall be issued to the person entitled to them, and the
transaction recorded on the books of the Corporation.
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Section 4. Lost, Stolen or Destroyed Certificates. if a
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shareholder claims to have lost or destroyed a certificate
of shares issued by the Corporation, a new certificate shall
be issued upon the delivery to the Corporation of an
affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, and,
at the discretion of the Board of Directors, upon the
deposit of a bond or other indemnity as the Board reasonably
requires.
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ARTICLE VII. INDEMNIFICATION
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Section 1. Right to Indemnification. The Corporation hereby
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indemnities each person (including the heirs, executors,
administrators, or estate of such person) who is or was a
director or officer of the Corporation to the fullest extent
permitted or authorized by current or future' legislation or
judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorneys' fees,
arising out of his or her status as a director, officer,
agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to
protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the
Corporation would have the legal power to indemnify them
directly against such liability.
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Section 2. Advances Costs, charges and expenses (including
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attorneys' fees) incurred by a person referred to in Section
1 of this Article in defending a civil or criminal
proceeding shall be paid by the Corporation in advance of
the final disposition thereof upon receipt of an
undertaking to repay all amounts advanced if it is
ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this
Article, and upon satisfaction of other conditions required
by current or future legislation.
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Section 3. Savings Clause. If this Article or any portion
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of it is invalidated on any ground by a court of competent
jurisdiction, the Corporation nevertheless indemnities each
person described in Section 1 of this Article to the fullest
extent permitted by all portions of this Article that have
not been invalidated and to the fullest extent permitted by
law.
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ARTICLE VIII. AMENDMENT
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These Bylaws may be altered, amended or repealed, and new
Bylaws adopted, by a majority vote of the directors or by a
vote of the shareholders holding a majority of the shares.
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I certify that these are the Bylaws adopted by the Board of
Directors of the Corporation.
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