EXHIBIT 3.4
BYLAWS
BY-LAWS OF GLOBAL GREEN CORPORATION
A FLORIDA CORPORATION
ARTICLE I. MEETING OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING.
The annual meeting of the shareholders of this corporation shall be held at the
time and place designated by the board of directors of the corporation. The
annual meeting of the shareholders for any year shall be held no later than
thirteen (13) months after the last preceding annual meeting of shareholders.
Business transacted at the annual meeting shall include the election of
directors of the corporation.
SECTION 1.2. SPECIAL MEETINGS.
Special meeting of the shareholders shall be held when directed by the Board of
Directors, or when requested in writing by the holders of not less than ten
(10%) percent of all the shares entitled to vote at the meeting. (A meeting
requested by shareholders shall be called for a date not less than ten (10) nor
more than sixty (60) days after the request is made, unless the shareholders
requesting the meeting designated a later date. The call for the meeting shall
be issued by the Secretary, unless the President, Board of Directors, or
shareholders requesting the meeting shall designate another person to do so.)
SECTION 1.3. PLACE.
Meetings of shareholders may be held within or without the State of Florida and
at such place as is designated by the Board of Directors.
SECTION 1.4. NOTICE.
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,
shall be delivered not less than ten (10) nor more than sixty (60) days before
the meeting, either personally or by first class mail, by or at the direction of
the President, the Secretary, or the officer or persons calling the meeting 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 at it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
SECTION 1.5. NOTICE OF ADJOURNED MEETINGS.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and, at the adjourned meeting, any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment, the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this
section to each shareholder of record on the new record date entitled to vote at
such meeting.
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SECTION 1.6. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE.
For the purpose of determining shareholders entitled to notice or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
SECTION 1.7. SHAREHOLDER QUORUM AND VOTING.
A majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. When a specified item of
business is required to be voted on by a class or series of stock, a majority of
the shares of such class or series shall constitute a quorum for the transaction
of such item of business by that class or series. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders
unless otherwise provided by law.
SECTION 1.8. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required by law, these by-laws or the articles of incorporation of
this corporation to be taken at any annual or special meeting of shareholders of
the corporation, or any action which may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
ARTICLE II. DIRECTORS
SECTION 2.1. FUNCTION.
All corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of,
the Board of Directors, in the event the shareholders fail to act.
SECTION 2.1. QUALIFICATION.
Directors need not be residents of this state or shareholders of this
corporation.
SECTION 2.3. COMPENSATION.
The Board of Directors shall have authority to fix the compensation of
directors.
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SECTION 2.4. FUNCTION.
A Director shall perform his duties as a director, including his duties as a
member of any committee of the Board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the interests of the corporation, and
with such care as an ordinarily prudent person under similar circumstances. A
person who performs his duties in compliance with this section shall have no
liability by reason of being or having been a director of the corporation.
SECTION 2.5. NUMBER.
This corporation shall have at least one (1) director. The number of directors
may be increased or decreased from time to time by amendment to these bylaws,
but no decrease shall the effect of shortening the terms of any incumbent
director.
SECTION 2.6. VACANCIES.
Vacancies on the board of Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director.
SECTION 2.7. ELECTION AND TERM.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and qualified or until his earlier resignation, removal from
office or death.
SECTION 2.8. QUORUM AND VOTING.
A majority of the number of directors fixed by these by-laws shall constitute a
quorum for the transaction of business. 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 2.9. PLACE OF MEETINGS.
Regular and special meetings by the Board of Directors may be held within or
without the State of Florida.
SECTION 2.10. ACTION WITHOUT A MEETING.
Any action required to be taken at a meeting of the Board of Directors, or any
action which be taken at a meeting of the Board of Directors or a committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors, or all the members of
the committee, as the case may be, is filed in the minutes of the proceedings of
the Board or the committee. Such consent shall have the same effect as a
unanimous vote.
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ARTICLE III. OFFICERS
SECTION 3.1. OFFICERS.
The officers of this corporation shall consist of a president, a secretary and a
treasurer, each of whom shall be elected by the directors at the first meeting
of directors immediately following the annual meeting of shareholders of this
corporation, and shall serve until their successors are chosen and qualify. The
Board of Directors may from time to time appoint such other officers and
assistant officers and agents at it may deem necessary. Any two or more offices
may be held by the same person. The failure to elect a president, secretary or
treasurer shall affect the existence of this corporation.
SECTION 3.2. DUTIES.
The officers of this corporation shall perform such duties as are prescribed by
the Board of Directors and, in the case of all officers other than the
President, by the Board of Directors and the President.
ARTICLE IV. EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.
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 of officers, agent or agents of the corporation, and in such
manner as shall be determined from time to time by resolution of the Board.
ARTICLE V. AMENDMENT
These by-laws may be repealed or amended, and new by-laws may be adopted, by
either the Board of Directors or the shareholders, but the Board may not amend
or repeal any by-law adopted by shareholders if the shareholders specifically
provide that such by-law not be subject to amendment or repeal by directors.
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