EXHIBIT 3.3
BYLAWS
OF
BV PHARMACEUTICAL, INC.
ARTICLE 1. OFFICES
1.1 BUSINESS OFFICE
The principal business office ("principal office") of the corporation
shall be located at any place either inside or outside the State of Nevada as
designated in the corporation's most current Annual Report filed with the Nevada
Secretary of State. The corporation may have such other offices, either inside
or outside the State of Nevada, as the Board of Directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article 2.
1.2 REGISTERED OFFICE
The registered office of the corporation shall be located within Nevada
and may be, but need not be, identical with the principal office, provided the
principal office is located within Nevada. The address of the registered office
may be changed from time to time by the Board of Directors.
ARTICLE 2. SHAREHOLDERS
2.1 ANNUAL SHAREHOLDER MEETING
The annual meeting of the shareholders shall be held in April of each
year, or at a date and time 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 day fixed for the annual meeting shall be a legal
holiday in the State of Nevada, such meeting shall be held on the next
succeeding business day.
If the election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any subsequent
continuation after adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter
as convenient.
2.2 SPECIAL SHAREHOLDER MEETINGS.
Special meetings of the shareholders, for any purpose or purposes
described in the notice of meeting, may be called by the president, or by the
Board of Directors, and shall be called by the president at the request of the
holders of not less than one-tenth of all outstanding shares of the corporation
entitled to vote on any issue at the meeting.
2.3 PLACE OF SHAREHOLDER MEETINGS
The Board of Directors may designate any place, either inside or
outside the State of Nevada, as the place for any annual or any special meeting
of the shareholders, unless by written consent, which may be in the form of
waivers of notice or otherwise, all shareholders entitled to vote at the meeting
designate a different place, either inside or outside the State of Nevada, as
the place for the holding of such meeting. If no designation is made by either
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the Board of Directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Nevada.
2.4 NOTICE OF SHAREHOLDER MEETING
(a) REQUIRED NOTICE. Written notice stating the place, day
and hour of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date
of the meeting, either personally or by mail, by or at the
direction of the president, the Board of Directors, or other
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting and to any other shareholder
entitled by the laws of the State of Nevada governing
corporations (the "Act") or the Articles of Incorporation
("Articles") to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in
the United States mail, addressed to the shareholder at
his/her/its address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid; (2) on the date
shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or
on behalf of the addressee; (3) when received; or (4) 5 days
after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address, provided in writing by the
shareholder, which is different from that shown in the
corporation's current record of shareholders.
(b) ADJOURNED MEETING. If any shareholder meeting is adjourned
to a different date, time, or place, notice need not be given of
the new date, time, and place if the new date, time, and place
is announced at the meeting before adjournment. But if a new
record date for the adjourned meeting is, or must be fixed
(see Section 2.5 of this Article 2) then notice must be given
pursuant to the requirements of paragraph (a) of this Section
2.4, to those persons who are shareholders as of the new
record date.
(c) WAIVER OF NOTICE. A shareholder may waive notice of the
meeting (or any notice required by the Act, Articles of
Incorporation, or Bylaws), by a writing signed by the
shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated
in the notice) for inclusion in the minutes of filing with the
corporate records.
A shareholder's attendance at a meeting:
(i) waives objection to lack of notice or defective
notice of the meeting unless the shareholder, at the
beginning of the meeting, objects to holding the
meeting or transacting business at the meeting; and
(ii) waives objection to consideration of a particular
matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless
the shareholder object to consideration of the matter
when it is presented.
(d) CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes
for which the meeting is called. Except as provided in this
Section 2.4(d), or as provided in the corporation's Articles, or
otherwise in the Act, the notice of an annual shareholder meeting
need not include a description of the purpose or purposes for
which the meeting is called.
If a purpose of any shareholder meeting is to
consider either: (1) a proposed amendment to the Articles of
Incorporation (including any restated articles requiring
shareholder approval); (2) a plan of merger or share exchange;
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(3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the
dissolution of the corporation; or (5) the removal of a director,
the notice must so state and be accompanied by, respectively, a
copy or summary of the: (a) articles of amendment; (b) plan of
merger or share exchange; and (c) transaction for disposition of
all, or substantially all, of the corporation's property. If the
proposed corporate action creates dissenters' rights, as provided
in the Act, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied
by a copy of relevant provisions of the Act. If the corporation
issues, or authorizes the issuance of shares for promissory notes
or for promises to render services in the future, the corporation
shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with
or before the notice of the next shareholder meeting. Likewise,
if the corporation indemnifies or advances expenses to an officer
or a director, this shall be reported to all the shareholders
with or before notice of the next shareholder meeting.
2.5 FIXING OF RECORD DATE
For the purpose of determining shareholders of any voting group
entitled to notice of or to vote at any meeting of shareholders, or shareholders
entitled to receive payment of any distribution or dividend, or in order to make
a determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. Such record date shall
not be more than 70 days prior to the date on which the particular action
requiring such determination of shareholders entitled to notice of, or to vote
at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution. The record date for determination of such shareholders
shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the Board of Directors or any
person specifically authorized by the Board of Directors or these
Bylaws to call a meeting, the day before the first notice is
given to shareholders;
(b) With respect to a special shareholder meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the
Board of Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
pursuant to Article 2, Section 2.12), the first date any
shareholder signs a consent; and
(e) With respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date
the Board of Directors authorizes the distribution. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made, as provided in this section, such
determination shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date, which it must do if
the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
If no record date has been fixed, the record date shall be the
date the written notice of the meeting is given to shareholders.
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2.6 SHAREHOLDER LIST
The officer or agent having charge of the stock transfer books for
shares of the corporation shall, at least ten (10) days before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
each meeting of shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list must be arranged by class or
series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at a place in the
city where the meeting is to be held, as set forth in the notice of meeting. A
shareholder, his/her/its agent or attorney, is entitled, on written demand, to
inspect and, subject to the requirements of Section 2.14 of this Article 2, to
copy the list during regular business hours and at his/her/its expense, during
the period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.
2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS
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 such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.
If a quorum exists, a majority vote of those shares present and voting
at a duly organized meeting shall suffice to defeat or enact any proposal unless
the Statutes of the State of Nevada, the Articles of Incorporation or these
Bylaws require a greater-than-majority vote, in which event the higher vote
shall be required for the action to constitute the action of the corporation.
2.8 INCREASING EITHER QUORUM OR VOTING REQUIREMENTS
For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting group be
present to constitute a quorum; and a "supermajority" voting requirement is any
requirement that requires the vote of more than a majority of the affirmative
votes of a voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
Articles of Incorporation, may adopt, amend, or delete a Bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a Bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote required to take action under
the quorum and voting requirement then if effect or proposed to be adopted,
whichever is greater.
A Bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the Board of Directors.
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2.9 PROXIES
At all meetings of shareholders, a shareholder may vote in person, or
vote by written proxy executed in writing by the shareholder or executed by
his/her/its duly authorized attorney-in fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise specifically provided in the
proxy or coupled with an interest.
2.10 VOTING OF SHARES
Unless otherwise provided in the articles, each outstanding share
entitled to vote shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without the transfer of such
shares into his/her/its name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but trustee shall be entitled to
vote shares held by him without transfer of such shares into his/her/its name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his/her/its name if authority to
do so is contained in an appropriate order of the Court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares are transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
2.11 CORPORATION'S ACCEPTANCE OF VOTES
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, or proxy appointment and give it effect as
the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder,
the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder if:
(i) the shareholder is an entity, as defined in the Act,
and the name signed purports to be that of an officer or
agent of the entity;
(ii) the name signed purports to be that of an
administrator, executor, guardian or conservator
representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the
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corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;
(iii)the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the
corporation requests, evidence of his/her/its status
acceptable to the corporation has been presented with
respect to the vote, consent, waiver or proxy appointment;
(iv) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder
and, if the corporation requests, evidence acceptable to the
corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote,
consent, waiver, or proxy appointment; or
(v) the shares are held in the name of two or more
persons as co-tenants or fiduciaries and the name signed
purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all the
co-owners.
(vi) The corporation is entitled to reject a vote,
consent, waiver, or proxy appointment if the secretary or
other officer or agent authorized to tabulate votes, acting
in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's
authority to sign for the shareholder.
(vii)The corporation and its officer or agent who accepts
or rejects a vote, consent, waiver, or proxy appointment in
good faith and in accordance with the standards of this
Section 2.11 are not liable in damages to the shareholder
for the consequences of the acceptance or rejection.
(viii)Corporation action based on the acceptance or
rejection of a vote, consent, waiver, or proxy appointment
under this section is valid unless a court of competent
jurisdiction determines otherwise.
2.12 INFORMAL ACTION BY SHAREHOLDERS
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by shareholders holding a
majority of the shares entitled to vote with respect to the subject matter
thereof, unless a "supermajority" vote is required by these Bylaws, in which
case a "supermajority" vote will be required. Such consent shall be delivered to
the corporation secretary for inclusion in the minute book. A consent signed
under this Section has the effect of a vote at a meeting and may be described as
such in any document.
2.13 VOTING FOR DIRECTORS
Unless otherwise provided in the Articles of Incorporation, directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present.
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2.14 SHAREHOLDERS' RIGHTS TO INSPECT CORPORATE RECORDS
Shareholders shall have the following rights regarding inspection of
corporate records:
(a) MINUTES AND ACCOUNTING RECORDS - The corporation shall keep,
as permanent records, minutes of all meetings of its shareholders
and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a
record of all actions taken by a committee of the Board of
Directors in place of the Board of Directors on behalf of the
corporation. The corporation shall maintain appropriate
accounting records.
(b) ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE - If a shareholder gives the corporation written notice of
this demand at least five business days before the date on which
he wishes to inspect and copy, he, or his/her/its agent or
attorney, has the right to inspect and copy, during regular
business hours, any of the following records, all of which the
corporation is required to keep at its principal office:
(i) its Articles or restated Articles of Incorporation and all
amendments to them currently in effect;
(ii) its Bylaws or restated Bylaws and all amendments to
them currently in effect;
(iii)resolutions adopted by its Board of Directors
creating one or more classes or series of shares, and
fixing their relative rights, preferences and
imitations, if shares issued pursuant to those
resolutions are outstanding;
(iv) the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a
meeting, for the past three years;
(v) all written communications to shareholders within the
past three years, including the financial statements
furnished for the past three years to the
shareholders;
(vi) a list of the names and business addresses of its
current directors and officers; and
(vii)its most recent annual report delivered to the Nevada
Secretary of State.
(c) CONDITIONAL INSPECTION RIGHT - In addition, if a shareholder
gives the corporation a written demand, made in good faith and
for a proper purpose, at least five business days before the date
on which he/she/it wishes to inspect and copy, describes with
reasonable particularity his/her/its purpose and the records he
desires to inspect, and the records are directly connected to
his/her/its purpose, a shareholder of a corporation, or
his/her/its duly authorized agent or attorney, is entitled to
inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following
records of the corporation:
(i) excerpts from minutes of any meeting of the Board of
Directors; records of any action of a committee of
the Board of Directors on behalf of the corporation;
minutes of any meeting of the shareholders; and
records of action taken by the shareholders or Board
of Directors without a meeting, to the extent not
subject to inspection under paragraph (a) of this
Section 2.14;
(ii) accounting records of the corporation; and
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(iii)the record of shareholders (compiled no earlier than
the date of the shareholder's demand.
(d) COPY COSTS - The right to copy records includes, if
reasonable, the right to receive copies made by photographic,
xerographic, or other means. The corporation may impose a
reasonable charge, to be paid by the shareholder on terms set
by the corporation, covering the costs of labor and material
incurred in making copies of any documents provided to the
shareholder.
(e) "SHAREHOLDER" INCLUDES BENEFICIAL OWNER - For purposes of
this Section 2.14, the term "shareholder" shall include a
beneficial owner whose shares are held in a voting trust or by
a nominee on his/her/its behalf.
2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.
(a) The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as
of the end of the fiscal year, an income statement for that
year, and a statement of changes in shareholders' equity for
the year, unless that information appears elsewhere in the
financial statements. If financial statements are prepared for
the corporation on the basis of generally accepted accounting
principles, the annual financial statements for the
shareholders must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a
public accountant, his/her/its report must accompany them. If
not, the statements must be accompanied by a statement of the
president or the person responsible for the corporation's
accounting records:
(i) stating his/her/its reasonable belief that the
statements were prepared on the basis of generally
accepted accounting principles and, if not,
describing the basis of preparation; and
(ii) describing any respects in which the statements were
not prepared on a basis of accounting consistent with
the statements prepared for the preceding year.
A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.
2.16 DISSENTERS' RIGHTS.
Each shareholder shall have the right to dissent from and obtain
payment for his/her/its shares when so authorized by the Act, Articles of
Incorporation, these Bylaws, or a resolution of the Board of Directors.
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2.17 ORDER OF BUSINESS.
The following order of business shall be observed at all meetings of
the shareholders, as applicable and so far as practicable:
(a) Calling the roll of officers and directors present and
determining shareholder quorum requirements;
(b) Reading, correcting and approving of minutes of previous meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE 3. BOARD OF DIRECTORS
3.1 GENERAL POWERS.
Unless the Articles of Incorporation have dispensed with or limited the
authority of the Board of Directors by describing who will perform some or all
of the duties of a Board of Directors, 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.
3.2 NUMBER, TENURE AND QUALIFICATION OF DIRECTORS.
Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum number) nor
more than 9 (maximum number). The initial number of directors was established in
the original Articles of Incorporation. The number of directors shall always be
within the limits specified above, and as determined by resolution adopted by
the Board of Directors. After any shares of this corporation are issued, neither
the maximum nor minimum number of directors can be changed, nor can a fixed
number be substituted for the maximum and minimum numbers, except by a duly
adopted amendment to the Articles of Incorporation duly approved by a majority
of the outstanding shares entitled to vote. Each director shall hold office
until the next annual meeting of shareholders or until removed. However, if
his/her term expires, he shall continue to serve until his/her successor shall
have been elected and qualified, or until there is a decrease in the number of
directors. Unless required by the Articles of Incorporation, directors do not
need to be residents of Nevada or shareholders of the corporation.
3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS.
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
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time and place for the holding of additional regular meetings without other
notice than such resolution. (If permitted by Section 3.7, any regular meeting
may be held by telephone).
3.4 SPECIAL MEETING OF THE BOARD OF DIRECTORS.
Special meetings of the Board of Directors may be called by or at the
request of the president or any one director. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Nevada, as the place for holding any special
meeting of the Board of Directors or, if permitted by Section 3.7, any special
meeting may be held by telephone.
3.5 NOTICE OF, AND WAIVER OF NOTICE OF, SPECIAL MEETINGS OF THE BOARD OF
DIRECTORS.
Unless the Articles of Incorporation provide for a longer or shorter
period, notice of any special meeting of the Board of Directors shall be given
at least two days prior thereto, either orally or in writing. If mailed, notice
of any director meeting shall be deemed to be effective at the earlier of: (1)
when received; (2) five days after deposited in the United States mail,
addressed to the director's business office, with postage thereon prepaid; or
(3) the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
director. Notice may also be given by facsimile and, in such event, notice shall
be deemed effective upon transmittal thereof to a facsimile number of a
compatible facsimile machine at the director's business office. Any director may
waive notice of any meeting. Except as otherwise provided herein, the waiver
must be in writing, signed by the director entitled to the notice, and filed
with the minutes or corporate records. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business and at the beginning of the meeting, or promptly upon his/her arrival,
objects to holding the meeting or transacting business at the meeting, and does
not thereafter vote for or assent to action taken at the meeting. Unless
required by the Articles of Incorporation or the Act, neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
3.6 DIRECTOR QUORUM.
A majority of the number of directors fixed, pursuant to Section 3.2 of
this Article 3, shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless the Articles of Incorporation or the
Act require a greater number for a quorum.
Any amendment to this quorum requirement is subject to the provisions
of Section 3.8 of this Article 3.
Once a quorum has been established at a duly organized meeting, the
Board of Directors may continue to transact corporate business until
adjournment, notwithstanding the withdrawal of enough directors to leave less
than a quorum.
3.7 ACTIONS BY DIRECTORS.
The act of the majority of the directors present at a meeting at which
a quorum is present when the vote is taken shall be the act of the Board of
Directors, unless the Articles of Incorporation or the Act require a greater
percentage. Any amendment which changes the number of directors needed to take
action is subject to the provisions of Section 3.8 of this Article 3.
Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
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participating may simultaneously hear each other during the meeting. Minutes of
any such meeting shall be prepared and entered into the records of the
corporation. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he/she objects at the beginning of
the meeting, or promptly upon his/her/its arrival, to holding it or transacting
business at the meeting; or (2) his/her dissent or abstention from the action
taken is entered in the minutes of the meeting; or (3) he/she delivers written
notice of his/her dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation within 24 hours after adjournment
of the meeting. The right of dissent or abstention is not available to a
director who votes in favor of the action taken.
3.8 ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT FOR THE
BOARD OF DIRECTORS.
For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office constitute a
quorum; and a "supermajority" voting requirement is one which requires the vote
of more than a majority of those directors present at a meeting at which a
quorum is present to be the act of the directors.
(a) A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(i) if originally adopted by the shareholders, only by
the shareholders (unless otherwise provided by the
shareholders); or
(ii) if originally adopted by the Board of Directors,
either by the shareholders or by the Board of
Directors.
(b) A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for
the Board of Directors may provide that it may be amended or
repealed only by a specified vote of either the shareholders
or the Board of Directors.
Subject to the provisions of the preceding paragraph, action by the
Board of Directors to adopt, amend, or repeal a Bylaw that changes the quorum or
voting requirement for the Board of Directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
3.9 DIRECTOR ACTION WITHOUT A MEETING.
Unless the Articles of Incorporation provide otherwise, any action
required or permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting if all the directors sign a written consent describing
the action taken. Such consents shall be filed with the records of the
corporation. Action taken by consent is effective when the last director signs
the consent, unless the consent specifies a different effective date. A signed
consent has the effect of a vote at a duly noticed and conducted meeting of the
Board of Directors and may be described as such in any document.
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3.10 REMOVAL OF DIRECTORS.
The shareholders may remove one or more directors at a meeting called
for that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the Articles of
Incorporation provide that directors may only be removed for cause. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal.
3.11 BOARD OF DIRECTOR VACANCIES.
Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors, excluding a vacancy resulting from an increase
in the number of directors, the director(s) remaining in office shall fill the
vacancy. If the directors remaining in office constitute fewer than a quorum of
the Board of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If a vacancy results from an increase in the number of directors, only
the shareholders may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled by the Board of Directors
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his/her term
expires, he/she shall continue to serve until his/her successor is elected and
qualifies or until there is a decrease in the number of directors.
3.12 DIRECTOR COMPENSATION.
Unless otherwise provided in the Articles of Incorporation, by
resolution of the Board of Directors, each director may be paid his/her
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 sum for attendance at each
meeting of the Board of Directors, or both. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
3.13 DIRECTOR COMMITTEES.
(a) CREATION OF COMMITTEES. Unless the Articles of Incorporation
provide otherwise, the Board of Directors may create one or
more committees and appoint members of the Board of Directors
to serve on them. Each committee must have two or more
members, who serve at the pleasure of the Board of Directors.
(b) SELECTION OF MEMBERS. The creation of a committee and
appointment of members to it must be approved by the greater
of (1) a majority of all the directors in office when the
action is taken, or (2) the number of directors required by
the Articles of Incorporation to take such action.
(c) REQUIRED PROCEDURES .Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9
of this Article 3 apply to committees and their members.
(d) AUTHORITY. Unless limited by the Articles of Incorporation or
the Act, each committee may exercise those aspects of the
authority of the Board of Directors which the Board of
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Directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may
not:
(i) authorize distributions to shareholders;
(ii) approve or propose to shareholders any action that
the Act requires be approved by shareholders;
(iii)fill vacancies on the Board of Directors or on any of
its committees;
(iv) amend the Articles of Incorporation;
(v) adopt, amend, or repeal Bylaws;
(vi) approve a plan of merger not requiring shareholder
approval;
(vii)authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the
Board of Directors; or
(vii)authorize or approve the issuance or sale, or
contract for sale of shares, or determine the
designation and relative rights, preferences, and
limitations of a class or series of shares; except
that the Board of Directors may authorize a committee
to do so within limits specifically described by the
Board of Directors.
ARTICLE 4. OFFICERS
4.1 DESIGNATION OF OFFICERS.
The officers of the corporation shall be a president, a secretary, and
a treasurer, each of whom shall be appointed by the Board of Directors. Such
other officers and assistant officers as may be deemed necessary, including any
vice-presidents, may be appointed by the Board of Directors. The same individual
may simultaneously hold more than one office in the corporation.
4.2 APPOINTMENT AND TERM OF OFFICE.
The officers of the corporation shall be appointed by the Board of
Directors for a term as determined by the Board of Directors. If no term is
specified, they shall hold office until the first meeting of the directors held
after the next annual meeting of shareholders. If the appointment of officers is
not made at such meeting, such appointment shall be made as soon thereafter as
is convenient. Each officer shall hold office until his/her successor has been
duly appointed and qualified, until his/her death, or until he/she resigns or
has been removed in the manner provided in Section 4.3 of this Article 4.
The designation of a specified term does not grant to the officer any
contract rights, and the Board of Directors can remove the officer at any time
prior to the termination of such term.
Appointment of an officer shall not of itself create any contract
rights.
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4.3 REMOVAL OF OFFICERS.
Any officer may be removed by the Board of Directors at any time, with
or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
4.4 PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
generally supervise and control all of the business and affairs of the
corporation. He/she shall, when present, preside at all meetings of the
shareholders. He/she may sign, with the secretary or any other proper officer of
the corporation thereunto duly authorized by the Board of Directors,
certificates for shares of the corporation and 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 Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed. The president shall generally 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.
4.5 VICE-PRESIDENT.
If appointed, in the absence of the president or in the event of the
president's death, inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their appointment) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. If there is no vice-president, then the
treasurer shall perform such duties of the president. Any vice-president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
Board of Directors. A vice-president shall perform such other duties as from
time to time may be assigned to him/her by the president or by the Board of
Directors.
4.6 SECRETARY.
The secretary shall (a) keep the minutes of the proceedings of the
shareholders 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 Bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, if there is a seal of
the corporation, see that it is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized; (d) when
requested or required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder, as provided to the
secretary by the shareholders; (f) sign with the president, or a vice-resident,
certificates for shares of the corporation, the issuance of which has been
authorized by resolution of the Board of Directors; (g) have general charge of
the stock transfer books of the corporation; and (h) generally perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to /her by the president or by the Board of Directors.
4.7 TREASURER.
The treasurer shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositaries as may be selected by the Board of Directors;
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and (c) generally perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him/her by the
president or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a bond
for the faithful discharge of his/her duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries, when authorized by the Board of Directors,
may sign with the president, or a vice-president, certificates for shares of the
corporation, the issuance of which has been authorized by a resolution of the
Board of Directors. The assistant treasurers shall respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, generally, shall perform such
duties as may be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.
4.9 SALARIES.
The salaries of the officers, if any, shall be fixed from time to time
by the Board of Directors.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
5.1 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a proceeding because
he is or was an officer, director, employee or agent of the corporation against
liability incurred in the proceeding, all pursuant to and consistent with the
provisions of NRS 78.751, as amended from time to time.
5.2 ADVANCE EXPENSES FOR OFFICERS AND DIRECTORS.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, but only after receipt by the corporation of an undertaking by or on
behalf of the officer or director on terms set by the Board of Directors, to
repay the expenses advanced if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation.
5.3 SCOPE OF INDEMNIFICATION.
The indemnification permitted herein is intended to be to the fullest
extent permissible under the laws of the State of Nevada, and any amendments
thereto.
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ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES FOR SHARES.
(a) Content-Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing
corporation; that the corporation is formed under the laws of
the State of Nevada; the name of the person to whom issued;
the certificate number; class and par value of shares; and the
designation of the series, if any, the certificate represents.
The form of the certificate shall be as determined by the
Board of Directors. Such certificates shall be signed (either
manually or by facsimile) by the president or a vice president
and by the secretary or an assistant secretary and may be
sealed with a corporate seal or a facsimile thereof. Each
certificate for shares shall be consecutively numbered or
otherwise identified.
(b) Legend as to Class or Series - If the corporation is
authorized to issue different classes of shares or different
series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined
for each series (and the authority of the Board of Directors
to determine variations for future series) must be summarized
on the front or back of the certificate indicating that the
corporation will furnish the shareholder this information on
request in writing and without charge.
(c) Shareholder List- The name and address of the person to whom
the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
corporation.
(d) Transferring Shares- 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 that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon
such terms as the Board of Directors may prescribe, including
indemnification of the corporation and bond requirements.
6.2 REGISTRATION OF THE TRANSFER OF SHARES.
Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to register a
transfer, the record owner shall surrender the share certificate to the
corporation for cancellation, properly endorsed by the appropriate person or
persons with reasonable assurances that the endorsements are genuine and
effective. Unless the corporation has established a procedure by which a
beneficial owner of shares held by a nominee is to be recognized by the
corporation as the owner, 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 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.
The Board of Directors may impose restrictions on the transfer or
registration of transfer of shares, including any security convertible into, or
carrying a right to subscribe for or acquire shares. A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.
(a) A restriction on the transfer or registration of transfer of
shares may be authorized:
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(i) to maintain the corporation's status when it is dependent
on the number or identity of its shareholders;
(ii) to preserve exemptions under federal or state securities
law; or
(iii)for any other reasonable purpose.
(b) A restriction on the transfer or registration of transfer of
shares may:
(i) obligate the shareholder first to offer the
corporation or other persons (separately,
consecutively, or simultaneously) an opportunity to
acquire the restricted shares;
(ii) obligate the corporation or other persons
(separately, consecutively, or simultaneously) to
acquire the restricted shares;
(ii) require the corporation, the holders or any class of
its shares, or another person to approve the transfer
of the restricted shares, if the requirement is not
manifestly unreasonable; or
(iv) prohibit the transfer of the restricted shares to
designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.3 and its existence is noted
conspicuously on the front or back of the certificate. Unless so noted, a
restriction is not enforceable against a person without knowledge of the
restriction.
6.4 ACQUISITION OF SHARES.
The corporation may acquire its own shares and unless otherwise
provided in the Articles of Incorporation, the shares so acquired constitute
authorized but unissued shares.
If the Articles of Incorporation prohibit the reissue of shares
acquired by the corporation, the number of authorized shares is reduced by the
number of shares acquired, effective upon amendment of the Articles of
Incorporation, which amendment shall be adopted by the shareholders, or the
Board of Directors without shareholder action (if permitted by the Act). The
amendment must be delivered to the Secretary of State and must set forth:
(i) the name of the corporation;
(ii) the reduction in the number of authorized shares,
itemized by class and series; and;
(iii)the total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares.
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ARTICLE 7. DISTRIBUTIONS
7.1 DISTRIBUTIONS.
The Board of Directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner and
upon the terms and conditions provided by law.
ARTICLE 8. CORPORATE SEAL
8.1 CORPORATE SEAL.
The Board of Directors may adopt a corporate seal which may be circular
in form and have inscribed thereon any designation, including the name of the
corporation, Nevada as the state of incorporation, and the words "Corporate
Seal."
ARTICLE 9. EMERGENCY BYLAWS
9.1 EMERGENCY BYLAWS.
Unless the Articles of Incorporation provide otherwise, the following
provisions shall be effective during an emergency, which is defined as a time
when a quorum of the corporation's directors cannot be readily assembled because
of some catastrophic event. During such emergency:
(a) NOTICE OF BOARD MEETINGS
Any one member of the Board of Directors or any one of the
following officers: president, any vice-president, secretary,
or treasurer, may call a meeting of the Board of Directors.
Notice of such meeting need be given only to those directors
whom it is practicable to reach, and may be given in any
practical manner, including by publication and radio. Such
notice shall be given at least six hours prior to commencement
of the meeting.
(b) TEMPORARY DIRECTORS AND QUORUM
One or more officers of the corporation present at the
emergency board meeting, as is necessary to achieve quorum,
shall be considered to be directors for the meeting, and shall
so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum (as
determined by Section 3.6 of Article 3) of the directors are
present (including any officers who are to serve as directors
for the meeting), those directors present (including the
officers serving as directors) shall constitute a quorum.
(c) ACTIONS PERMITTED TO BE TAKEN
The Board of Directors, as constituted in paragraph (b), and
after notice as set forth in paragraph (a), may:
(i) Officers' Powers Prescribe emergency powers to any
officer of the corporation;
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(ii) Delegation of Any Power Delegate to any officer or
director, any of the powers of the Board of
Directors;
(iii) Lines of Succession Designate lines of succession of
officers and agents, in the event that any of them
are unable to discharge their duties;
(iv) Relocate Principal Place of Business Relocate the
principal place of business, or designate successive
or simultaneous principal places of business;
(v) All Other Action Take any other action which is
convenient, helpful, or necessary to carry on the
business of the corporation.
ARTICLE 10. AMENDMENTS
10.1 AMENDMENTS
The Board of Directors may amend or repeal the corporation's Bylaws
unless:
(i) The Articles of Incorporation or the Act reserve this
power exclusively to the shareholders, in whole or
part; or
(ii) the shareholders, in adopting, amending, or repealing
a particular Bylaw, provide expressly that the Board
of Directors may not amend or repeal that Bylaw; or
(iii) the Bylaw either establishes, amends or deletes a
"supermajority" shareholder quorum or voting
requirement, as defined in Section 2.8 of Article 2.
Any amendment which changes the voting or quorum requirement for the
Board of Directors must comply with Section 3.8 of Article 3, and for the
shareholders, must comply with Section 2.8 of Article 2.
The corporation's shareholders may also amend or repeal the
corporation's Bylaws at any meeting held pursuant to Article 2.
End of page
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CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary BV PHARMACEUTICAL, INC. and
that the foregoing Bylaws, consisting of twenty (20) pages, constitutes the Code
of BV PHARMACEUTICAL, INC. as duly adopted by the Board of Directors of the
corporation on this 3rd day of July , 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of
July, 2000.
/s/ Secretary
______________
Secretary
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