Exhibit 3.2
BYLAWS
OF
Cross Genetic Technologies, Inc.
(A Virginia Corporation)
Article I. Offices
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within the United States as the Board of Directors may, from
time to time, determine.
Article II. Meetings of Stockholders
2.1. The annual meeting of the Corporation's stockholders shall be held
at the Corporation's principal office 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.
2.2. Notice setting out the time and place of the annual meeting shall
be mailed, postage prepaid, to each stockholder of record at the stockholder's
address as it appears on the stock book of the company, or if no such address
appears, at the stockholder's last known place of address, at least ten days
prior to the annual meeting.
2.3. In the absence of a quorum at the annual meeting, the stockholders
present in person or by proxy may adjourn to such future time as they shall
agree upon, and notice of such adjournment shall be mailed, postage prepaid, to
each stockholder at least ten days before such adjourned meeting; 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.
2.4. Special meetings of the stockholders shall be held at the
Corporation's principal office. The president, any two directors, or the
holders of a majority of the Corporation's voting shares may call such meetings
at any time. The secretary shall mail a notice of such call to each of the
Corporation's stockholders at least ten days before the special meeting. The
notice shall state the time and place of the meeting and its object. No
business shall be transacted at a special meeting except as stated in the
notice sent to the stockholders, unless by the unanimous consent of all
stockholders, either in person or by proxy, all such stock being represented at
the meeting.
2.5. 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.
2.6. Each stockholder shall be entitled to one vote for each share of
stock of which the stockholder is the owner of record, whether represented in
person or by proxy.
2.7. All proxies shall be in writing and properly signed.
Article III. Stock
3.1. Stock certificates shall be in a form adopted by the board of
directors and shall be signed by the president or vice-president and the
treasurer and be attested by the corporate seal.
3.2. All certificates shall be consecutively numbered. The secretary
shall enter on the company's books the name of the person owning the shares
represented by each certificate, the number of shares represented by the
certificate, and the date of the certificate's issue.
3.3. Certificates of stock transferred by indorsement on the
certificate shall be surrendered for cancellation and new certificates issued
to the purchaser or assignee.
3.4. Shares of stock shall be transferred only on the Corporation's
books by the holder in person or by the holder's attorney.
Article IV. Directors
4.1. At their annual meeting, the stockholders shall elect a board of
directors to manage the Corporation's affairs. Their term of office shall be
one year. The number of directors shall not be less than one, nor more than
nine.
4.2. Vacancies in the board of directors by reason of death,
resignation or other causes shall be filled by the remaining directors and the
term of the director chosen to fill the vacancy for the unexpired term.
4.3. A regular meeting of the Board of Directors shall be held without
other notice than this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
4.4. The directors shall 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 statutes, the
certificate of incorporation, and the bylaws.
Article V. Officers
5.1. The officers of the Corporation shall consist of a president, a
vice-president, a secretary, and a treasurer, and such other officers as shall
from time to time be chosen and appointed.
5.2. The president shall preside at all meetings of the directors and
stockholders and shall have general charge of the Corporation's affairs subject
to the board of directors.
5.3. The vice-president shall perform such duties as the board of
directors may assign to the vice-president. In case of the death, disability,
or absence of the president, the vice-president shall assume all the duties and
powers of the president.
5.4. The secretary shall countersign all certificates of stock of the
Corporation. The secretary shall keep a record of the minutes of meetings of
stockholders and directors, and shall give
notice as required in these bylaws of all such meetings. The secretary shall
have custody of all the Corporation's books, records, and papers, except such
as shall be in the charge of the treasurer, or of some other person authorized
to have custody and possession of such by a resolution of the board of
directors.
5.5. The treasurer shall keep accounts of all the Corporation's moneys
received or disbursed, and shall deposit all money and valuables in the name of
and to the credit of the Corporation in such banks and depositaries as the
board of directors shall designate. All checks for the payment of money shall
be countersigned by the treasurer.
5.6. The board of directors shall fix the salaries of all officers and,
by majority vote, may change the salaries from time to time.
5.7. Each officer shall serve for the term of one year or until the
next annual election.
Article VI. Seal
6.1. The Corporation's corporate seal shall be a circular seal with the
corporate name in the center.
Article VII. Amendments
7.1. Any of these bylaws may be amended by majority vote of the
stockholders at any annual meeting, or at any special meeting called for the
purpose.
7.2. The board of directors may adopt additional bylaws but shall not
alter or repeal any bylaws adopted by the stockholders of the company.
WHEREFORE, these Bylaws are hereby approved and adopted this 13th day of
February, 2001.
/s/ Lino Novielli
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Lino Novielli
Chairman of the Board