Exhibit 3.2
BY-LAWS
OF
DEOTEXIS, INC.
(LAST AMENDED MARCH 23, 1999)
(F/K/A ZERON ACQUISITIONS II, INC.)
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ARTICLE I -- OFFICES
The office of the Corporation shall be located in any City and State designated
by the Board of Directors. The Corporation may also maintain other offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.
ARTICLE II -- STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held if called by the
Board of Directors within five months after the close of the fiscal year of the
Corporation, for the purpose of electing Directors, and transacting such other
business as may properly come before the meeting.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President or by the
Directors, and shall be called by the President at the request of the holders of
not less than 10 per cent of all the outstanding shares of the Corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The Directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the Directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation.
4. 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 than 10 nor more than 50 days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice
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shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Directors of the Corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, 30 days. If the stock transfer books shall be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least 15
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 45 days
and, in case of a meeting of stockholders, not less than 15 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
6. QUORUM.
At any meeting of stockholders 50% of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented 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 stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
7. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in the writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting.
8. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the Articles of Incorporation and these bylaws shall be entitled
to one vote, in person or by proxy, for each share of stock entitled to vote
held by such stockholders. Upon the demand of any
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stockholder, the vote for Directors and upon any question before the meeting
shall be by ballot. All elections for Directors shall be decided by majority
vote; all other questions shall be decided by majority vote except as otherwise
provided by the Articles of Incorporation or the laws of this State.
ARTICLE III -- BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Directors shall in all cases act as a Board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper, not inconsistent with
these bylaws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of Directors shall not be less than one (1) nor more than
seven (7). All actions taken by the Corporation requiring approval of the Board
of Directors, when the Board of Directors consists of only one Director, shall
be valid. The Directors shall be elected at the annual meeting of the
stockholders and each Director shall be elected to serve until his successor
shall be elected and shall qualify. When the Board of Directors consists of only
one Director, such Director may accept his own resignation and appoint his
successor. A Director need not be a stockholder.
3. REGULAR MEETINGS.
A regular meeting of the Directors, shall be held without other notice
than this bylaw immediately after, and at the same place as, the annual meeting
of stockholders. The Directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the Directors may be called by or at the request of
the President or any two Directors. The person or persons authorized to call
special meetings of the Directors may fix the place for holding any special
meeting of the Directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 3 days previously
thereto by written notice delivered personally, by telegram, telecopier or
mailed to each Director at his business or home address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed delivered when the telegram is delivered to the telegraph
company. If notice be given by telecopier, such notice shall be deemed delivered
upon completion of the telecopier transmission. The attendance of a Director at
a meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of
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objecting to the transaction of any business because the meeting is not lawfully
called or convened.
6. QUORUM.
At any meeting of the Directors a majority of the Directors shall
constitute a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the Directors present may adjourn
the meeting from time to time without further notice. In the event the
Corporation has only two Directors, then one Director will constitute a quorum.
7. MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
Directors authorized by the Board of Directors or shareholders and vacancies
occurring in the Board for any reason except the removal of Directors without
cause may be filled by a vote of a majority of the Directors then in office,
although less than a quorum exists. Vacancies occurring by reason of the removal
of Directors without cause shall be filled by vote of the stockholders. A
Director elected to fill a vacancy caused by resignation, increase in the number
of Directors, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause by vote of the
stockholders or by action of the Board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such officer, and the acceptance of the resignation shall not be
necessary to make it effective. With the consent of a majority of the other
members of the Board of Directors, or without such consent if there are no other
Directors, any Director tendering his resignation to the Board of Directors may
accept such resignation and appoint a successor to complete the term of the
resigning Director.
11. COMPENSATION.
No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefore.
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12. 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.
13. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or more
Directors. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV -- OFFICERS
1. NUMBERS.
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.
2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation to be elected by the Directors shall be
elected at a meeting of the Directors held when determined by the Directors.
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.
3. REMOVAL.
Any officer or agent elected or appointed by the Directors may be
removed by the Directors 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.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
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5. SALARIES.
The salaries of the officers shall be fixed from time to time by the
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the
Directors.
4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Directors. Such certificates shall be signed
by the President and by the Secretary or by such other officers authorized by
law and by the Directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the Corporation. All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in 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 Directors may prescribe.
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2. TRANSFERS OF SHARES
(a) 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 transfer book of the Corporation which shall be kept at its principal
office.
(b) The Corporation shall be entitled to treat the holder of record of
any 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 laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of
December in each year.
ARTICLE VIII - DIVIDENDS
The Directors 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.
ARTICLE IX - SEAL
The Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the words,
"Corporate Seal."
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or Director of the Corporation under the provisions of
these bylaws or under the provisions of the Articles of Incorporation, 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.
ARTICLE XI - AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting, or by a unanimous vote of the Board of Directors provided that
the amendment is not inconsistent with the powers provided the Board of
Directors by the Articles of Incorporation.
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ARTICLE XII - ANTI-TAKEOVER STATUTES
Pursuant to the authority granted in Section 78.378 of the Nevada
Revised Statutes, the so-called "anti-takeover" statutes found in NRS Sections
78.378(2) through 78.3793 inclusive shall not be applicable to the Corporation.
ARTICLE XIII - INDEMNIFICATION
1. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS.
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,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the Corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (the "Indemnitee"), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to the
fullest extent and in the manner set forth in and permitted by the Nevada
General Corporation Law, and any other applicable law, as from time to time in
effect. Such right of indemnification shall not be deemed exclusive of any other
rights to which the Indemnitee may be entitled apart from the provisions of this
Article XIII. The foregoing provisions of this Section shall be deemed to be a
contract between the Corporation and each Indemnitee who serves in any such
capacity at any time while this Article XIII and the relevant provisions of the
Nevada General Corporation Law and other applicable law, if any, are in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article XIII shall, unless otherwise provided when authorized or ratified,
continue as to an Indemnitee who has ceased to be a director, officer, employee,
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
2. ADVANCEMENT OF EXPENSES.
Expenses incurred by an officer, director, employee, or agent in
defending a civil or criminal action, suit or proceeding will be paid by the
Corporation as they are incurred and in advance of the final disposition of such
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
such director, officer, employee or agent to repay such amount if it shall
ultimately be determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
3. INSURANCE.
The Corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another
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corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this Article XIII or under
Section 78.7502 of the Nevada General Corporation Law or any other applicable
provision of law.
4. DEFINITIONS.
For purposes of this Article XIII:
a. References to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
b. References to "other enterprises" shall include employee
benefit plans.
c. References to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan.
d. References to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries.
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