BY-LAWS
Of
ROTUNDA OIL AND MINING, INC.
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ARTICLE I - OFFICES
Section 1. The principal office of the corporation in the State of
Utah shall be at 135 West 900 South, Salt Lake City, UT 84101. The officer in
charge thereof is Lane Clissold.
Section 2. The Corporation may have such other offices within or
without the state as the board of directors may from time to time designate.
ARTICLE 11 - STOCKHOLDERS
Section 1. Annual Meeting The annual meeting of the stockholders
shall be held at the corporate office on the third Friday of November of each
year at the hour of 10:00 am., or at such other time as may be fixed by the
board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated herein for the
annual meeting or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the stockholders as soon
thereafter as may be convenient.
Section 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 any director, and shall be called by the president
at the written request of fifteen percent (15%) of all outstanding shares of the
corporation entitled to vote at the meeting. Unless requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any meeting of stockholders held
during the preceding twelve months.
Section 3. Place of Meeting. The board of directors may designate any
place, either in the State of Utah or elsewhere, as the place of any annual or
special meeting of stockholders.
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting. A proxy shall be void one year after it is executed unless it
shall, prior to the epirationof one year have been renewed in writing. All
proxies shall be revocable.
Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter suibmitted to a vote at a meeting
of stockholders.
Section 10. Informal Action by Stockholders. Any action required or
permitted to be taken at a meeting of the stockholders, except matters as to
which dissenting stockholders may hold a statutory right of appraisal, may be
taken without a meeting if a consent in writing, setting forth the action to
take, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof. Notice of any such action shall be
provided to stockholders in the rnanner set forth in Section 4 of these By-laws,
within ten (10) days of the effective date of the action.
Section 11. Cumulative Voting There shall be no cumulative voting of
shares.
Section 12. Removal of Directors, At a meeting called expressly for
that purpose, directors may be removed with or without cause, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors.
ARTICLE 111- DIRECTORS
Section 1. The business and affairs of this corporation shall be
managed by its Board of Directors, which may be no less than two (2) no more
than seven (7) in number. The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the stockholder at the
annual meeting of stockholder of the corporation. Each director shall be elected
for the term of one (1) year, and until his successor shall have been elected
and accepted his election to the Board in writing.
Section 2. The number of directors may be increased or decreased from
time to time by the vote of a majority of the outstanding shares of the
corporation.
Section 3. Regular meetings.A regular meeting of the board of
directors shall be held without any notice other than this by-law immediately
after, and at the same place as, the annual
Section 4. Notice of Meeting. Written 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, unless otherwise prescribed by
statute, be delivered not less than ten (10) nor more than fifty (50) days
before the meeting, either personally or by mail, to each stockholder of record
entitled to vote at such meeting. If maiIed such notice shall, be deemed to be
delivered ten days (10) after it has been deposited in the United States Mail,
addressed to the stockholder at his address as it appears on the share registry
of the corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For
any purpose requiring identification of shareholders, the record date shall be
established by the board of diretors, and shall be not more than fifty (50) days
from the date on which any such purpose is to be accomplished. Absent a
resolution establishing any such date, the record date shall be deemed to be the
date on which any such action is accomplished.
Section 6. Voting List. The corporation shall maintain a stock ledger
which contains:
(1) The name and address of each stockholder.
(2) The number of shares of stock of each class which the
stockholder holds.
The stock ledger shall be in written form and available for visual inspection.
The original or a duplicate of the stock ledger shall be kept at the principal
office of the corporation.
Section 7. 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 stockholders. 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
such adjourned meeting at which a quorum shall be presented or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjounment, notwithstanding the withdrawal
of enough stockholders to reduce the number of stockholders present to less than
a quorum.
Section 8. Proxies At all meetings of stockholders, a stockholder may
vote in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such meeting of stockholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person or persons calling any such meeting may fix the time and place of the
meeting.
Section 5. Notice Notice of any special meeting shall be given at
least five(5) days previously thereto by written notice delivered personally,
mailed or delivered by fax to each director at his business address. Notices
shall be deermed to have been delivered when transmitted personally or by fax,
and two days after mailed. Any director may waive notice of any meeting so long
as such waiver is in writing. The business to be conducted at any special
meeting need not be specified in the notice.
Section 6. Quorum A majority of the duly elected board of directors
shall constitute a quorum of the board of directors for the transaction of
business at any meeting of the board of directors.
Section 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 board
of directors.
Section 8. Informal Action by Directors. Action consented to by a
majority of the board of directors without a meeting is nevertheless board
action so long as (a) a written consent to the action is signed by all the
directors of the corporation and (b) a certificate or resolution detailing the
action taken is filed with the minutes of the corporation. Any one or more
directors may participate in any meeting of the board of directors by means of
conference telephone or other similar communications device which permits all
directors to hear the comments made by the others at the meeting.
Section 9. Executive and other Commitees, The board of directors may,
from time to time, as the business of the corporation may demand, delegate its
authority to committees of the board of directors under such term and conditions
as it may deem appropriate. The appointment of any such committee, the
delegation of authority to it or action by it under that authority does not
constitute of itself,compliance by any director not a member of the committee,
with the standard provided by statute for the performance of duties of
directors.
Section 10. Compensation. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a stated salary as director or a fixed
per diem for attendance at each such meeting of the board of directors, or both.
No such payments shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 11. 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 action is taken shall be presumed to have assented to the action taken
unless he shall announce his dissent at the meeting and his dissent is entered
in the minutes and he shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjounment of the meeting.
Section 12. Certificates of Resolution. At any such time as there
shall be only one duly elected and qualified director, actions of the
corporation may be manifest by the execution by such director of a Certificate
of Resolution specifying the corporate action taken and the effective date of
such action.
ARTICLE IV - OFFICERS
Section 1. Number. Officers of the corporation shall be a president
and a secretary, each of whom shall be elected by the board of directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the board of directors. Any two or more offices may be held by
the same person, except that no officer may act in more than one capacity where
action of two or more officers is required by law.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors after each
annual meeting of the stockholders. Each officer shall hold office for a period
of one (1) year and until his successor shall have been duly elected and shall
have accepted his election as an officer of the corporation in writing.
Section 3. 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. Election to an office in the corporation shall not create any
contractual right of any type or sort in the person elected.
Section 4. Vacancies A vacancy in any office may be filled by the
board of directors for the unexpired portion of the term.
Section 5. Vacancies. The president shall be a director of the
corporation and shall be the principal executive officer of the corporation, and
subject to the control of the board of directors, shall in general supervise and
control all of the business and affairs of the corporation. The president shall
have authority to institute or defend legal proceedings when the directors are
deadlocked. He shall, when present, preside at all meetings of the stockholders
and of the board of directors. He ma sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed, and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.
Section 6. Secretary The secretary shall: (a) keep the minutes of the
proceedings of the stockholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, if any;
(d) keep a register of the post office address of each stockholder which shall
be furnished to the secretary by such stockholder, (e) sign, with the president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have general charge
of the stock registry of the corporation, (g) have charge and custody of and be
responsible for all funds and securities of the corporation; (h) Receive and
give receipts for moneys due and payable to the corporation and deposit all such
moneys in the name of the corporation in such bank accounts as may be
established for that purposed; and (i) in general, perform all duties incident
to the office of secretary, as well as such duties as generally required upon
treasurers of corporations.
Section 7. Salaries. The salaries of the officers shall be fixed from
time to time by the board of 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 - INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION.
Section 1. The corporation shall indemnify any person who was or is a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other tharn an action by or in the right of the corporation) by
reason of the fact that he is or was a director or oficer of the corporation,
againstt 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, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminall action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or as equivalent shall not, without more, create a
presumption tha the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best mterest of the
corporation, and, with respect to any criminal action or prooceding, had
reasonable cause to believe that his conduct was unlawful.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts The board of directors may authorize any officer
or officers or agents to enter into any contract or execute and deliver any
instrument, including loans, mortgages, checks, drafts, deposits, deeds and
documents evidencing other transactions, in the name of the corporation. Such
authority may be general or confined to specific instances.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares
of the corporation shall be in the form approved in the organizational
resolutions of the corporation. They shall be signed by the president and
secretary of the corporation. Each certificate shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on each certificate and on the stock registry of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except in
the case of a lost, destroyed or mutilated certificate, a new one may be issued
therefor upon such terms of 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 registry 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 certificates for such shares. The person in
whose name shares stand on the books o the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
ARTICLE VII - FISCAL YEAR
Section 1. The fiscal year of the corporation shall begin on the
first day of January of each year and expire of the thirty-first day of December
of each year.
ARTICLE IX - CORPORATE SEAL
Section 1. Use of the corporate seal adopted by the board of
directors shall be optional with the officer or agent of the corporation signing
any document on behalf of the corporation. No Duly executed corporate document
shall be void because it does not bear the imprint of a seal.
ARTICLE X - WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
stockholder or director of the corporation under these By-laws, by provisions of
the Articles of Incorporation, or by the State of the Utah, 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
Section 1. The board of directors shall have the power to make, alter
and repeal by-laws; but by-laws made by the board may be altered or repeated, or
new by-laws made, by the stockholders.
ADOPTED by the order of the directors of the corporation on November
10, 1995.
ROTUNDA OIL AND MINING INC.
/s/ April Clissold
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Secretary