EXHIBIT 3.2
Bylaws of
Fenton Graham Marketing, 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 also
may have offices in such other places as the Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
2.1 Annual Meetings
The annual meeting of the shareholders for electing Directors
and transacting other business shall be held at such time and
place within or without the State of Nevada as may be
designated by the Board of Directors in a Resolution and set
forth in the notice of the meeting. Failure to hold any
annual shareholders' meeting at the designated time shall not
work a forfeiture or dissolution of the Corporation.
2.2 Special Meetings
Special meetings of shareholders, other than those regulated
by statute, may be called by the President upon written
request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour
of the meeting, the purpose or purposes for which it is
called, and the name of the person by whom or at whose
direction the meeting is called shall be given.
2.3 Notice of Shareholders Meeting
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 or 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 their address as it
appears on the books of the Corporation, with postage thereon
prepaid. Attendance at the meeting shall constitute a waiver
of notice thereof.
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2.4 Place of Meeting
The Board of Directors may designate any place, either within
or without the State of Nevada, 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 Nevada, as the
place for the holding of such meeting. If no designation is
made, or if a special meeting is otherwise called, the place
of meeting shall be the principal office of the Corporation.
2.5 Record Date
The Board of Directors may fix a date not less than ten nor
more than sixty days prior to any meeting as the record date
for the purpose of determining shareholders entitled to
notice of and to vote at such meetings of the shareholders.
The transfer books may be closed by the Board of Directors
for a stated period not to exceed sixty days for the purpose
of determining shareholders entitled to receive payment of
any dividend, or in order to make a determination of
shareholders for any other purpose.
2.6 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 quorum
shall be present or represented, any business may be
transacted, which might have been transacted at the meeting
as originally noticed.
2.7 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 currently filed
Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in their name on
the record of shareholders. Except as herein or in the
currently filed Articles of Incorporation otherwise provided,
all corporate action shall be determined by a majority of the
vote's cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
2.8 Proxies
At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or
by their 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
provided in the proxy.
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2.9 Informal Action by Shareholders
Any action required to 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 a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III
Board of Directors
3.1 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 appropriate
under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
3.2 Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and seven, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and
until their successor shall have been elected and qualified.
3.3 Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by 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 this resolution.
3.4 Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. 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 telephone, telegraphing or
telecopying the same at least one day before the meeting to
each Director. Meeting of the Board of Directors may be held
by telephone conference call.
3.5 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 formal notice, any business may be transacted.
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3.6 Manner of Acting
At all meetings of the Board of Directors, each Director
shall have one vote. The act of a majority of Directors
present at a meeting shall be the act of the full Board of
Directors, provided that a quorum is present.
3.7 Vacancies
A vacancy in the Board of Directors shall be deemed to exist
in the 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 the
shareholders, at which any Director is to be elected, to
elect the full authorized number of Director to be elected at
that meeting.
3.8 Removals
Directors may be removed, at any lime, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled in 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 their successor
is duly elected and qualified, except that any directorship
to 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 their term
of office.
3.9 Resignation
A Director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A 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 be
deemed accepted.
3.10 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 shall be presumed to have assented to the
action(s) taken unless their dissent shall be placed in the
minutes of the meeting or unless he or she shall file their
written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or
shall toward 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.
3.11 Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
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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.
3.12 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.
3.13 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. The Chairman may by appointment fill any vacancies
on the Board of Directors.
Article IV
Officers
4.1 Number
The Officers of the Corporation shall be a 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. Such other Officers and assistant Officers as may
be deemed necessary may be elected or appointed by 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. Officers may or
may not be Directors or shareholders of the Corporation.
4.2 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 their successor shall have been duly
elected and shall have qualified or until their death or
until they shall resign or shall have been removed in the
manner hereinafter provided.
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4.3 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 resignation shall
take effect upon delivery.
4.4 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 or she
is also a Director.
4.5 Vacancies
A vacancy in any office because of death. resignation,
removal, disqualification or otherwise, or if a new office
shall be created, may be filled by the Board of Directors for
the un-expired portion of the term.
4.6 President
The President shall be the chief executive and administrative
Officer of the Corporation. He or she shall preside at all
meetings of the stockholders and, in the absence of the
Chairman of the Board, at meetings of the Board of Directors.
He or she shall exercise such duties as customarily pertain
to the office of President and shall have general and active
supervision over the property, business, and affairs of the
Corporation and over its several Officers, agents, or
employees other than those appointed by the Board of
Directors. He or she may sign execute and deliver in the name
of the Corporation 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.
4.7 Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors or
the President, in the absence or disability of the President,
the Vice President designated by the Board or the President
shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts
and other obligations pertaining to the regular course of
their duties.
4.8 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 or she shall cause
notice to be given of meetings of stockholders, of the Board
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of Directors, and of any committee appointed by the Board. He
or she shall have custody of the corporate seal and general
charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties
vested in other Officers, which shall at all reasonable times
be open to the examination of any Directors. He or she may
sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation
and affix the seal of the Corporation thereto. He or she
shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
4.9 Treasurer
The Treasurer shall have general custody of the collection
and disbursement of funds of the Corporation. He or she shall
endorse on behalf of the Corporation for collection checks,
notes and other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate. He or
she may sign, with the President or such other persons as may
be designated for the purpose of the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He
or she shall enter or cause to be entered regularly in the
books of the Corporation full and accurate account of all
monies received and paid by him on account of the
Corporation; shall at all reasonable times exhibit his (or
her) books and accounts to any Director of the Corporation
upon application at the office of the Corporation during
business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his
(or her) accounts. The Treasurer shall perform such other
duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.
4.10 Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
4.11 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 or she is also
a Director of the Corporation.
4.12 Surety Bonds
In case the Board of Directors shall so require, any Officer
or agent of the Corporation shall execute to the Corporation
a bond in such sums and with such surely or sureties, as the
Board of Directors may direct, conditioned upon the faithful
performance of his (or her) duties to the Corporation,
including responsibility for negligence and for the
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accounting for all property, monies or securities of the
Corporation, which may come into his (or her) hands.
Article V
Contracts, Loans, Checks And Deposits
5.1 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.
5.2 Loans
No loan or advance 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 or liability of
the Corporation unless and except as authorized by the Board
of Directors. Any such authorization may be general or
confined to specific instances.
5.3 Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as. the
Board of Directors may select, or as may be selected by an
Officer or agent of the Corporation authorized to do so by
the Board of Directors.
5.4 Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed
by such 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 deposits to the
credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of
Directors may from time to time determine.
5.6 Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in
the form of an appropriate legal writing, which shall be
signed by the President or Vice President and by the
Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with
the manual signature of an authorized officer of the
Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued,
the signature of any of the Corporation's Officers named
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thereon may be facsimile. In case any Officer who signed, or
whose facsimile signature has been used on any such bond or
debenture, shall cease to be an Officer of the Corporation
for any reason before the same has been delivered by the
Corporation, such bond or debenture may nevertheless be
adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such Officer.
Article VI
Capital Stock
6.1 Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by
the President. 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. 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 the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer
shall be canceled 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.
6.2 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 (or her) legal representative, who
shall furnish proper evidence of authority to transfer, or by
his (or her) 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.
6.3 Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the
power to appoint one or more transfer agents and registrars.
for the transfer and registration of certificates of stock of
any class, and may require that stock certificates shall be
countersigned and registered by one or more of such transfer
agents and registrars.
6.4 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 a certificate or his (or her) 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
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issuance of such now certificates. A new certificate may be
issued without requiring any bond, unless otherwise required
by law or rules and regulations governing transfer agents.
6.5 Registered Shareholders.
The Corporation shall he 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 Corporation to any and
all of 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 Corporation in connection with the exercise by
this Corporation 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
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
their heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of their having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each 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 persons from all suits or claims as provided
for under the provisions of the Nevada Corporate statutes;
provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his (or her) 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 or she 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.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Corporate
statutes, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
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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 holding of that 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 the 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 deem advisable, declare dividends payable out of the surplus
of the Corporation.
Article XII
Corporate Seal
The corporate seal of the Corporation shall be circular in form
and shall bear the name of the Corporation. The form of seal
shall be subject to alteration by the Board of Directors and the
seal may be used by causing it or a facsimile to be impressed or
affixed or printed or otherwise reproduced. Any Officer or
Director of the Corporation shall have the authority to affix the
corporate seal of the Corporation to any document requiring the
same.
Article XIII
Election Regarding NRS 78.378 - 78.3793
The provisions of NRS 78.378 to 78.3793, inclusive, shall not
apply to the Corporation or to an acquisition of a controlling
interest by any existing or future common stockholder of the
Corporation.
THESE BYLAWS ARE APPROVED AND ADOPTED as of this 17th day of
October, 2002.
Fenton Graham Marketing, Inc.
By:/s/ Ken Greble, President
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