BYLAWS
of
ALYA International, Inc.
SECTION 1. FUNCTION . All corporate powers shall be 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.
SECTION 2. COMPENSATION . The shareholders shall have 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.
SECTION 3 . PRESUMPTION OF ASSENT . A director who is 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.
SECTION 4 . NUMBER . The Corporation shall have at least 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.
SECTION 5 . ELECTION AND TERM . At each annual meeting of 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.
SECTION 6 . VACANCIES . Any vacancy occurring in the Board 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 though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders. If there are no remaining
directors, the vacancy shall be filled by the shareholders.
SECTION 7 . REMOVAL OF DIRECTORS . At a meeting of shareholders, any
director of 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.
SECTION 8 . QUORUM AND VOTING . A majority of the number of 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.
SECTION 9 . EXECUTIVE AND OTHER COMMITTEES . The Board of 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.
SECTION 10 . PLACE OF MEETING . Regular and special 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.
SECTION 11 . TIME, NOTICE AND CALL OF MEETINGS . Regular 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.
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 that
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.
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.
SECTION 12 . ACTION BY WRITTEN CONSENT . Any action required or permitted
to be taken at a meeting of directors may be taken without a meeting if 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 11 . MEETINGS OF SHAREHOLDERS
SECTION 1 . ANNUAL MEETING . The annual meeting of the shareholders 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.
SECTION 2 . SPECIAL MEETING . Special meetings of the 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 shareholders' meeting.
SECTION 3 . PLACE . Meetings of the shareholders will be held at the
principal place of business of the Corporation or at such other place as is
designated by the Board of Directors.
SECTION 4 . NOTICE . A written notice of each meeting of 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.
SECTION 5 . SHAREHOLDER QUORUM . A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Any number of shareholders, even if less than a quorum, may
adjourn the meeting without further notice until a quorum is obtained.
SECTION 6 . SHAREHOLDER VOTING . If a quorum is present, 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 shareholders' meeting along with their
addresses and the number of shares held by each shall be produced at a
shareholders' meeting upon the request of any shareholder.
SECTION 7 . PROXIES . A shareholder entitled to vote at any meeting of
shareholders 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
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proxy shall be valid more than 11 months after the date of its execution
unless a longer term is expressly stated in the proxy.
SECTION 8 . VALIDATION . If shareholders who hold a 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.
SECTION 9 . CONDUCT OF BUSINESS BY WRITTEN CONSENT . Any action of the
shareholders may be taken without a meeting if 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
shareholders 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 creates dissenters' rights, the
notice shall contain a clear statement of the right of dissenting
shareholders to be paid the fair value of their share upon compliance with
and as provided for by the state law governing corporations.
ARTICLE III . OFFICERS
SECTION 1 . OFFICERS; ELECTION; RESIGNATION; VACANCIES . 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.
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 by the Board of
Directors at any regular or special meeting.
SECTION 2 . POWERS AND DUTIES OF OFFICERS . The officers of the Corporation
shall have such powers and duties in the management of the Corporation as may
be prescribed by the Board of Directors and, to the extent not so provided,
as generally pertain to their respective offices, subject to the control of
the Board of Directors.
SECTION 3 . REMOVAL OF OFFERS . An officer or agent or member of a
committee elected or appointed by the Boar of Directors may be removed by the
Board with or without
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cause whenever in its judgement the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the 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.
SECTION 4 . SALARIES . The Board of Directors may cause the 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.
SECTION 5. BANK ACCOUNTS . The Corporation shall have accounts with
financial institutions as determined by the Board of Directors.
ARTICLE IV . DISTRIBUTIONS
The Board of Directors may, from time to time, declare distributions 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 shareholders whose rights are superior to those
receiving the distribution. The shareholders and the Corporation may enter
into an agreement requiring the distribution of corporate profits, subject to
the provisions of law.
ARTICLE V . CORPORATE RECORDS
SECTION 1 . CORPORATE RECORDS . The Corporation shall 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 the number and series of
shares held by each.
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
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business street addresses of its current directors and officers; and its
most recent annual report delivered to the Department of State.
SECTION 2 . SHAREHOLDER' INSPECTION RIGHTS . A shareholder 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.
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.
SECTION 3 . FINANCIAL STATEMENTS FOR SHAREHOLDERS . 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.
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.
SECTION 4 . OTHER REPORTS TO SHAREHOLDERS . If the Corporation indemnifies
or advances expenses to any director, officer, employee or agent otherwise
than by court order or
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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.
If the Corporation issues or authorizes the 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.
ARTICLE VI . STOCK CERTIFICATES
SECTION 1 . ISSUANCE . The Board of Directors may authorize 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.
SECTION 2 . REGISTERED SHAREHOLDERS . No certificate shall be 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.
SECTION 3 . TRANSFER OF SHARES . Shares of the Corporation 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.
SECTION 4 . LOST, STOLEN OR DESTROYED CERTIFICATES . If a 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 the 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.
ARTICLE VII . INDEMNIFICATION
SECTION 1 . RIGHT TO INDEMNIFICATION . The Corporation hereby indemnifies
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
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indemnification shall not be exclusive of other rights to which those seeking
an indemnification may be entitled. The Corporation 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.
SECTION 2 . ADVANCES . Costs, charges and expenses (including 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.
SECTION 3 . SAVINGS CLAUSE . If this Article or any portion of it is
invalidated on any ground by a court of competent jurisdiction, the
Corporation nevertheless indemnifies 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.
ARTICLE VIII . AMENDMENT
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.
I certify that these are the Bylaws adopted by the Board of Directors of
the Corporation.
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Secretary
Date signed:
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