EX-4.5
BYLAWS
OF
RAMEX SYNFUELS INTERNATIONAL, INC.
ARTICLE I
OFFICE
The Board of Directors shall designate and the corporation shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation may also have office in such other places as
the Board of Directors may designate.
ARTICLE II
SHAREHOLDERS MEETING
Section 1. ANNUAL MEETINGS. The annual meeting of. the shareholders of
the Corporation shall be held at such a place within or without the State of
Utah as shall be set forth in compliance with these Bylaws. The meeting shall
be held on the last Monday in October. If such day is a legal holiday, the
meeting shall be on the next business day. This meeting shall be for the
election of Directors and for the transaction of such other business as may
properly come before it.
Section 2. SPECIAL MEETINGS. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President, or
a majority of Directors, and must be called by the President upon written
request of the holders of a majority of the outstanding shares entitled to vote
at such special meeting. Written notice of such meeting stating the place, date
and hour of the meeting, the purpose or purposes for which it is called, and the
name or the person by whom or at whose direction the meeting is called shall be
given. The notice shall be given to each shareholder of record in the same
manner as the notice of the annual meeting. No business other than specified in
the notice of the meeting shall be transacted at any such special meeting.
Section 3. NOTICE OF SHAREHOLDERS MEETINGS. The Secretary shall give
written notice stating the place, day and hour of the meeting, and in the case
of a special meeting, the purpose or purposes for which the meeting is called,
which shall be delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the books of the Corporation, with postage
thereon prepaid.
Section 4. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Utah, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Utah, as the place
for the holding of 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.
Section 5. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. If less than a majority 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 a meeting resumed after any such adjournment at which a quorurn shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of shareholders in such number that less than a
quorum remain.
Section 6. VOTING. A holder of an outstanding share, entitled to vote at a
meeting, may vote at such meeting in person or by proxy. Except as may otherwise
be provided in the Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in his or her name on the record of
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by "a majority" of the votes
cast at a meeting of shareholders by the holders entitled to vote thereon.
Section 7. PROXIES. At all meetings of shareholders, a shareholder may
vote, in person or by proxy executed in writing by the shareholder 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. No proxy shall be valid
after six months from the date of its execution, unless otherwise noted in the
proxy.
Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The Business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation as they deem proper.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of
the Corporation shall be a minimum of three and as many as nine. Each Director
shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified. Directors need not be residents
of the State of Utah or shareholders of the Corporation.
Section 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following
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 this resolution.
Section 4. SPECIAL MEETINGS. Special Meetings of the Board of Directors
may be called by order of the Chairman of the Board, President, or by one-third
of the Directors. The Secretary shall give notice of the time, place and
purpose or purposes of each special meeting by mailing the same at least two
days before the meeting or by telephoning, telegraphing or by facsimile
transmission the same at least one day before the meeting to each director.
Section 5. QUORUM. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted.
Section 6. MANNER OF ACTING. At all meetings of the Board of Directors,
each Director shall have one vote. The act of a majority present at a meeting
shall be the act of the Board of Directors, provided a quorum is present.
Section 7. VACANCIES. A vacancy on the Board of Directors shall be
deemed to exist in case of death, resignation, or removal of any Director, or if
the authorized number of Directors is increased, or if the shareholders fail at
any meeting of shareholders at which any Director is to be elected, to elect the
full authorized number to be elected at that meeting.
Section 8. REMOVALS. Directors may be removed at any time by a vote of
the shareholders holding "a majority" of the shares outstanding and entitled to
vote. Such vacancy shall be filled by the Directors then in office, though less
than a quorum, to hold office until the next annual meeting or until his
successor is duly elected and qualified, except that any directorship to be
filled by reason of removal by the shareholders may be filled by election by the
shareholders at the meeting at which the Director is removed. No reduction of
the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
Section 9. RESIGNATION. A Director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
Resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten days from the date of its delivery, the resignation shall
upon the tenth day be deemed accepted.
Section 10. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is 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.
Section 11. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 12. EMERGENCY POWER. When due to a national disaster or death, a
majority of the Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the Board of
Directors shall have all the powers necessary to function as a complete Board,
and for the purpose of doing business and filling vacancies shall constitute a
quorum, until such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
Section 13. CHAIRMAN. The Board of Directors may elect from its own number
a Chairman of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be the
President, one or more Vice-Presidents, a Secretary and a Treasurer each of whom
shall be elected by a majority of the Board of Directors. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary. Any two or more offices may
be held by the same person, except the offices of President and Secretary.
Officers may or may not be directors or shareholders of the Corporation.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient.
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.
Section 3. RESIGNATIONS. Any officer may resign at any time by delivering
a written resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignations shall take effect upon delivery.
Section 4. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever in its judgment 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
or agent shall not of itself create contract rights. Any such removal shall
require "a majority" vote of the Board of Directors, exclusive of the Officer in
question if he is also a Director.
Section 5. VACANCIES. A vacancy to any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, such vacancy may be filled by the Board of Directors for the unexpired
portion of the term.
Section 6. PRESIDENT. The President shall be the chief executive and
administrative officer of the company. He shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at the meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of the President and shall have general and active supervision
over the property, business, and affairs of the Company and over its several
officers. He may appoint officers, agents, or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the company powers of attorney, contracts, bonds and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
Section 7. VICE-PRESIDENT. The Vice-President shall have such powers and
perform the duties as may be assigned or disability of the President, the
Vice-President designated by the Board of Directors or the President and shall
perform the duties and exercise the power of the President. A Vice-President may
sign and execute contracts and other obligations pertaining to the regular
course of his duties.
Section 8. SECRETARY. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors and, to the extent ordered by
the Board of Directors or the President, the minutes of meetings of all
committees. He shall cause notice to be given of meetings of stockholders, of
the Board of Directors, and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge of the records, documents
and papers of the company not pertaining to the performance of the duties vested
in other officers, which shall at all reasonable times be open to examination of
any Director. He may sign or execute contracts with the President or a
Vice-President thereunto authorized in the name of the company and affix the
seal of the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
Assistant Secretaries shall assist the Secretary and shall keep and record such
minutes of meetings as shall be directed by the Board of Directors.
Section 9. TREASURER. The Treasurer shall have general custody of the
collection and disbursement of funds of the company. He may endorse on behalf of
the company for collection checks, notes and other obligations, and may deposit
the same to credit of the company in such bank or banks or depositories as the
Board of Directors may designate. He may sign, with the President or such other
persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the company. He shall enter or cause to
be entered regularly in the books of the company full and accurate account of
all monies received and paid by him on account of the company; shall at all
reasonable times exhibit his books and accounts to any Director of the company
upon application at the office of the company during business hours; and,
whenever required by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws. He
shall give bond for the faithful performance of his duties in such sum and with
or without such surety as shall be approved by the Board of Directors.
Section 10. OTHER OFFICERS. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.
Section 11. SALARIES. The salaries or other compensation of the officers
of the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such salary
or compensation by reason of the fact that he is also a Director of the
corporation.
Section 12. SURETY BONDS. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute on behalf of the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his duties to
the corporation including responsibility for negligence and for the accounting
for all property, monies or securities of the corporation which may come into
his hands.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of 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. A proxy to vote any shares of
another corporation, held by the corporation, shall have the approval of the
Board of Directors before said proxy shall be issued.
Section 2. LOANS. No loan or advances shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness of liability of the
corporation unless and except as authorized by the Board, upon evidence of
indebtedness of the corporation shall be signed by an officer or officers or
such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors from time to time may determine.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATE OF SHARE. The shares of the corporation shall be
represented by certificates prepared by the Board of Directors and signed by the
President or the Vice-President and by the Secretary, and sealed with the seal
of the corporation or a facsimile. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the corporation itself or one of
its employees. All certificates for shares shall be consecutively numbered or
otherwise identified thereby as issued, with the number of shares and the 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 therefor,
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
Section 3. TRANSFER AGENT AND REGISTRAR. The Board of Directors shall
have power to appoint one or more transfer agents and/or registrars for the
transfer and/or registration of certificates of stock of any class, and may
require that the stock certificates shall be countersigned and/or registered by
one or more of such transfer agents and/or registrars.
Section 4. LOST OR DESTROYED CERTIFICATES. The Corporation may issue a new
certificate to replace any certificate theretofore issued by it alleged to have
been lost or destroyed. The Board of Directors may require the owner of such
certificates or his legal representative to give the corporation a bond in such
sum and with such sureties as the Board of Directors may direct to indemnity the
corporation as transfer agents and registrars, if any, against claims that may
be made on account of the issuance of such new certificates. A new certificate
may be issued without requiring any bond.
Section 5. CONSIDERATION FOR SHARES. The capital stock of the corporation
shall be issued for such consideration, but not less than the par value thereof,
as shall be fixed from time to time by the Board of Directors. In the absence
of fraud, the determination of the Board of Directors as to the value of the
property or services received in full or partial payment of shares shall be
conclusive.
Section 6. REGISTERED SHAREHOLDER. The Company shall be entitled to treat
the holder of record of any share or shares of stock as the holder thereof, in
fact, and shall not be bound to recognize any equitable or other claim to or on
behalf of this company, any and all the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of this company in
connection with the exercise by this company of the rights and powers incident
to the ownership of such stock. The Board of Directors, from time to time, may
confer like powers upon any other person or persons.
ARTICLE VII
INDEMNIFICATION
Section 1. INDEMNIFICATION. No officer or Director shall be personally
liable for any obligations of the corporation or for any duties or obligations
arising out of any acts or conduct of said officer or Director performed for or
on behalf of the corporation. The corporation shall and does hereby indemnify
and hold harmless each person and his heirs and administrators who shall serve
at any time hereafter as a Director of officer of the corporation from and
against any and all claims, judgments and liabilities to which such persons
shall become subject by reason of his having heretofore or hereafter been a
Director or officer of the corporation, or by reason of any action alleged to
have been heretofore or hereafter taken or omitted to have been taken by him as
such Director or officer, and shall reimburse such person for all. legal and
other expenses reasonably incurred by him in connection with any such claim or
liability, including power to defend such person from all suits or claims as
provided for under the provisions of the Utah Uniform Commercial Code; provided,
however, that no such person shall be indemnified against, or be reimbursed for,
any expense incurred in connection with any claim or liability arising out of
his own negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any other right
to which he may lawfully be entitled, nor shall anything herein contained
restrict the right of the corporation to indemnify or reimburse such person in
any proper case, even though not specifically herein provided for. The
corporation, its directors, officers, employees and agents shall be fully
protected in taking any action or making any payment, or in refusing so to do in
reliance upon the advice of counsel.
Section 2. OTHER INDEMNIFICATION. The indenniflcatfon herein provided
shall not be deemed exclusive of any other rights to those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or, disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, agent or
employee, and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 3. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer or employee 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 against 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
liability under the provisions of this section.
Section 4. SETTLEMENT BY THE CORPORATION. The right of any person to be
indemnified shall be subject always to the right of the corporation by its Board
of Directors, in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.
ARTICLE VIII
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or Director
of the corporation under the provisions of these Bylaws, or under the provisions
of the Articles of Incorporation, or under the provisions of the Utah Uniform
Commercial Code, 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. Attendance at any meeting
shall constitute a waiver of notice of such meetings, except where attendance is
for the express purpose of objecting to the legality of the meeting.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, repealed or new Bylaws adopted by "a
majority" of the entire Board of Directors at any regular or special meeting.
Any Bylaw adopted by the Board may be repealed or changed by action of the
shareholders.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall be fixed and may be varied by
resolution of the Board of Directors.
ARTICLE XI
DIVIDENDS
The Board of Directors may at any regular or special meeting, as they
deemed advisable, declare dividends payable out of the surplus of the
corporation.
ARTICLE XII
CORPORATE SEAL
The Board of Directors may, in their sole discretion, adopt a seal for the
corporation.
Dated this 12th day of September, 1998.
(SEAL)
President and Director
Secretary and Director