EXHIBIT 3.2
BYLAWS
OF
PHOTOMATICA, INC.
A NEVADA CORPORATION
ARTICLE I
SHAREHOLDERS
1. ANNUAL MEETING
A meeting of the shareholders shall be held annually for the elections
of directors and the transaction of other business on such date in each year as
may be determined by the Board of Directors, but in no event later than 100 days
after the anniversary of the date of incorporation of the Corporation.
2. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the Board of
Directors, Chairman of the Board or President and shall be called by the Board
upon written request of the holders of record of a majority of the outstanding
shares of the Corporation entitled to vote at the meeting requested to be
called. Such request shall state the purpose or purposes of the proposed
meeting. At such special meetings the only business which may be transacted is
that relating to the purpose or purposes set forth in the notice thereof.
3. PLACE OF MEETINGS
Meetings of the shareholders shall be held at such place within or
outside of the State of Nevada as may be fixed by the Board of Directors. If no
place is fixed, such meetings shall be held at the principal office of the
Corporation.
4. NOTICE OF MEETINGS
Notice of each meeting of the shareholders shall be given in writing
and shall state the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called. Notice of a special meeting shall
indicate that it is being issued by or at the direction of the person or persons
calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which, if taken,
would entitle objecting shareholders to receive payment for their shares, the
notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by
first class mail, not less than ten nor more than sixty days before the date of
the meeting, to each shareholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to have been given when deposited in the United
States mail, with postage thereon paid, directed to the shareholder at his
address as it appears on the record of the shareholders, or, if he shall have
filed with the Secretary of the Corporation a written request that notices to
him or her be mailed to some other address, then directed to him at such other
address.
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. At the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting. However, if
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 to each
shareholder of record on the new record date entitled to notice under this
Section 4.
5. WAIVER OF NOTICE
Notice of a meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him or her.
6. INSPECTORS OF ELECTION
The Board of Directors, in advance of any shareholders' meeting, may
appoint one or more inspectors to act at the meeting or any adjournment thereof.
If inspectors are not so appointed, the person presiding at a shareholders'
meeting may, and on the request of any shareholder entitled to vote thereat
shall, appoint two inspectors. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment in advance of the meeting by the
Board or at the meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of such inspector at such meeting with strict
impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote at the meeting, count and tabulate all votes,
ballots or consents, determine the result thereof, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting, or of any shareholder entitled
to vote thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated and of any vote certified by them.
7. LIST OF SHAREHOLDERS AT MEETINGS
A list of the shareholders as of the record date, certified by the
Secretary or any Assistant Secretary or by a transfer agent, shall be produced
at any meeting of the shareholders upon the request thereat or prior thereto of
any shareholder. If the right to vote at any meeting is challenged, the
inspectors of election, or the person presiding thereat, shall require such list
of the shareholders to be produced as evidence of the right of the persons
challenged to vote at such meeting, and all persons who appear from such list to
be shareholders entitled to vote thereat may vote at such meeting.
8. QUALIFICATION OF VOTERS
Unless otherwise provided in the Certificate of Incorporation, every
shareholder of record shall be entitled at every meeting of the shareholders to
one vote for every share standing in its name on the record of the shareholders.
Treasury shares as of the record date and shares held as of the record
date by another domestic or foreign corporation of any kind, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held as of the record date by the Corporation, shall not be
shares entitled to vote or to be counted in determining the total number of
outstanding shares.
Shares held by an administrator, executor, guardian, conservator,
committee or other fiduciary, other than a trustee, may be voted by such
fiduciary, either in person or by proxy, without the transfer of such shares
into the name of such fiduciary. Shares held by a trustee may be voted by him or
her, either in person or by proxy, only after the shares have been transferred
into his name as trustee or into the name of his nominee.
Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent or proxy as the bylaws
of such corporation may provide, or, in the absence of such provision, as the
board of directors of such corporation may determine.
No shareholder shall sell his vote, or issue a proxy to vote, to any
person for any sum of money or anything of value except as permitted by law.
9. QUORUM OF SHAREHOLDERS
The holders of a majority of the shares of the Corporation issued and
outstanding and entitled to vote at any meeting of the shareholders shall
constitute a quorum at such meeting for the transaction of any business,
provided that when a specified item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum for the transaction of such
specified item of business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.
The shareholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the meeting despite
the absence of a quorum.
10. PROXIES
Every shareholder entitled to vote at a meeting of the shareholders, or
to express consent or dissent without a meeting, may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or its attorney. No proxy
shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy, unless
before the authority is exercised written notice of an adjudication of such
incompetence or of such death is received by the Secretary or any Assistant
Secretary.
11. VOTE OR CONSENT OF SHAREHOLDERS
Directors, except as otherwise required by law, shall be elected by a
plurality of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is
to be taken by vote of the shareholders, it shall, except as otherwise required
by law, be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
Whenever shareholders are required are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding shares entitled to vote thereon. Written consent thus given by the
holders of all outstanding shares entitled to vote shall have the same effect as
a unanimous vote of shareholders.
12. FIXING THE RECORD DATE
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be less than ten nor more
than sixty days before the date of such meeting, nor more than sixty days prior
to any other action.
When a determination of shareholders of record entitled to notice of or
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 for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
1. POWER OF BOARD AND QUALIFICATIONS OF DIRECTORS
The business of the Corporation shall be managed by the Board of
Directors. Each director shall be at least eighteen years of age.
2. NUMBER OF DIRECTORS
The number of directors constituting the entire Board of Directors
shall be the number, not less than one nor more than ten, fixed from time to
time by a majority of the total number of directors which the Corporation would
have, prior to any increase or decrease, if there were no vacancies, provided,
however, that no decrease shall shorten the term of an incumbent director.
Unless otherwise fixed by the directors, the number of directors constituting
the entire Board shall be four.
3. ELECTION AND TERM OF DIRECTORS
At each annual meeting of shareholders, directors shall be elected to
hold office until the next annual meeting and until their successors have been
elected and qualified or until their death, resignation or removal in the manner
hereinafter provided.
4. QUORUM OF DIRECTORS AND ACTION BY THE BOARD
A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business, and, except where otherwise provided herein,
the vote of a majority of the directors present at a meeting at the time of such
vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors
or any committee thereof may be taken without a meeting if all members of the
Board or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consent thereto by the
members of the Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.
5. MEETINGS OF THE BOARD
An annual meeting of the Board of Directors shall be held in each year
directly after the annual meeting of shareholders. Regular meetings of the Board
shall be held at such times as may be fixed by the Board. Special meetings of
the Board may be held at any time upon the call of the President or any two
directors.
Meetings of the Board of Directors shall be held at such places as may
be fixed by the Board for annual and regular meetings and in the notice of
meeting for special meetings. If no place is fixed, meetings of the Board shall
be held at the principal office of the Corporation. Any one or more members of
the Board of Directors may participate in meetings by means of conference
telephone or similar communications equipment.
No notice need be given of annual or regular meetings of the Board of
Directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, Nevada time, on the third day prior
to the meeting or by telegram, written message or orally not later than noon,
Nevada time, on the day prior to the meeting. Notices are deemed to have been
properly given if given: by mail, when deposited in the United States mail; by
telegram at the time of filing; or by messenger at the time of delivery. Notices
by mail, telegram or messenger shall be sent to each director at the address
designated by him for that purpose, or, if none has been so designated, at his
last known residence or business address.
Notice of a meeting of the Board of Directors need not be given to any
director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to any director.
A notice, or waive of notice, need not specify the purpose of any
meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any
adjournment of a meeting to another time or place shall be given, in the manner
described above, to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
6. RESIGNATIONS
Any director of the Corporation may resign at any time by giving
written notice to the Board of Directors or to the President or to the Secretary
of the Corporation. Such resignation shall take effect at the time specified
therein; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
7. REMOVAL OF DIRECTORS
Any one or more of the directors may be removed for cause by action of
the Board of Directors. Any or all of the directors may be removed with or
without cause by vote of the shareholders.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board of Directors for any reason
except the removal of directors by shareholders may be filled by vote of a
majority of the directors then in office, although less than a quorum exists.
Vacancies occurring as a result of the removal of directors by shareholders
shall be filled by the shareholder. A director elected to fill a vacancy shall
be elected to hold office for the unexpired term of his predecessor.
9. EXECUTIVE AND OTHER COMMITTEES OF DIRECTORS
The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members an executive committee and
other committees each consisting of three or more directors and each of which,
to the extent provided in the resolution, shall have all the authority of the
Board, except that no such committee shall have authority as to the following
matters: (a) the submission to shareholders of any action that needs
shareholders' approval; (b) the filling of vacancies in the Board or in any
committee; (c) the fixing of compensation of the directors for serving on the
Board or on any committee; (d) the amendment or repeal of the bylaws, or the
adoption of new bylaws; (e) the amendment or repeal of any resolution of the
Board which, by its term, shall not be so amendable or repealable; or (f) the
removal or indemnification of directors.
The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.
Unless a greater proportion is required by the resolution designating a
committee, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at the time of such vote,
if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of
Directors.
10. COMPENSATION OF DIRECTORS
The Board of Directors shall have authority to fix the compensation of
directors for services in any capacity.
11. INTEREST OF DIRECTORS IN A TRANSACTION
Unless shown to be unfair and unreasonable as to the Corporation, no
contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of the directors are directors
or officers, or are financially interested, shall be either void or voidable,
irrespective of whether such interested director or directors are present at a
meeting of the Board of Directors, or of a committee thereof, which authorizes
such contract or transaction and irrespective of whether his or their votes are
counted for such purpose. In the absence of fraud any such contract and
transaction conclusively may be authorized or approved as fair and reasonable
by: (a) the Board of Directors or a duly empowered committee thereof, by a vote
sufficient for such purpose without counting the vote or votes of such
interested director or directors (although such interested director or directors
may be counted in determining the presence of a quorum at the meeting which
authorizes such contract or transaction), if the fact of such common
directorship, officership or financial interest is disclosed or known to the
Board or committee, as the case may be; or (b) the shareholders entitled to vote
for the election of directors, if such common directorship, officership or
financial interest is disclosed or known to such shareholders.
Notwithstanding the foregoing, no loan, except advances in connection
with indemnification, shall be made by the Corporation to any director unless it
is authorized by vote of the shareholders without counting any shares of the
director who would be the borrower or unless the director who would be the
borrower is the sole shareholder of the Corporation.
ARTICLE III
OFFICERS
1. ELECTION OF OFFICERS
The Board of Directors, as soon as may be practicable after the annual
election of directors, shall elect a President, a Secretary, and a Treasurer,
and from time to time may elect or appoint such other officers as it may
determine. Any two or more offices may be held by the same person. The Board of
Directors may also elect one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers.
2. OTHER OFFICERS
The Board of Directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
3. COMPENSATION
The salaries of all officers and agents of the Corporations shall be
fixed by the Board of Directors.
4. TERM OF OFFICE AND REMOVAL
Each officer shall hold office for the term for which he is elected or
appointed, and until his successor has been elected or appointed and qualified.
Unless otherwise provided in the resolution of the Board of Directors electing
or appointing an officer, his term of office shall extend to and expire at the
meeting of the Board following the next annual meeting of shareholders. Any
officer may be removed by the Board with or without cause, at any time. Removal
of an officer without cause shall be without prejudice to his contract rights,
if any, and the election or appointment of an officer shall not of itself create
contract rights.
5. PRESIDENT
The President shall be the chief executive officer of the Corporation,
shall have general and active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall also preside at all meeting of the shareholders
and the Board of Directors.
The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
6. VICE PRESIDENTS
The Vice Presidents, in the order designated by the Board of Directors,
or in absence of any designation, then in the order of their election, during
the absence or disability of or refusal to act by the President, shall perform
the duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
7. SECRETARY AND ASSISTANT SECRETARIES
The Secretary shall attend all meetings of the Board of Directors and
all meetings of the shareholders and record all the proceedings of the meetings
of the Corporation and of the Board of Directors in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. The Secretary shall give or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be described by the Board of Directors or
President, under whose supervision the Secretary shall be. The Secretary shall
have custody of the corporate seal of the Corporation and the Secretary, or an
Assistant Secretary shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the Secretary's
signature or by signature of such Assistant Secretary. The Board of Directors
may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order designated by the Board of Directors, or in the absence
of such designation then in the order of their election, in the absence of the
Secretary or in the event of the Secretary's inability or refusal to act, shall
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
8. TREASURER AND ASSISTANT TREASURERS
The Treasurer shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation; and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of Treasurer, and for the restoration to the Corporation,
in the case of the Treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the possession or under the control of the Treasurer belonging to the
Corporation.
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order designated by the Board of Directors, or in
the absence of such designation, then in the order of their election, in the
absence of the Treasurer or in the event the Treasurer's inability or refusal to
act, shall perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
9. BOOKS AND RECORDS
The Corporation shall keep: (a) correct and complete books and records
of account; (b) minutes of the proceedings of the shareholders, Board of
Directors and any committees of directors; and (c) a current list of the
directors and officers and their residence addresses. The Corporation shall also
keep at its office in the State of Nevada or at the office of its transfer agent
or registrar in the State of Nevada, if any, a record containing the names and
addresses of all shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and regulations any accounts,
books, records or other documents of the Corporation shall be open to
inspection, and no creditor, security holder or other person shall have any
right to inspect any accounts, books, records or other documents of the
Corporation except as conferred by statute or as so authorized by the Board.
10. CHECKS, NOTES, ETC.
All checks and drafts on, and withdrawals from the Corporation's
accounts with banks or other financial institutions, and all bills of exchange,
notes and other instruments for the payment of money, drawn, made, endorsed, or
accepted by the Corporation, shall be signed on its behalf by the person or
persons thereunto authorized by, or pursuant to resolution of, the Board of
Directors.
ARTICLE IV
CERTIFICATES AND TRANSFER OF SHARES
1. FORMS OF SHARE CERTIFICATES
The share of the Corporation shall be represented by certificates, in
such forms as the Board of Directors may prescribe, signed by the President or a
Vice President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer. The shares may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the 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 or its employee.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall
set forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each class of shares, if more than one, authorized to be issued
and the designation, relative rights, preferences and limitations of each series
of any class of preferred shares authorized to be issued so far as the same have
been fixed, and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof:
(a) that the Corporation is formed under the laws of the State of Nevada; (b)
the name of the person or persons to whom issued; and (c) the number and class
of shares, and the designation of the series, if any, which certificate
represents.
2. TRANSFERS OF SHARES
No share or other security may be sold, transferred or otherwise
disposed of without the consent of the directors or until the Company is a
reporting issuer, as defined under the Securities Exchange Act of 1934. The
directors are not required to give any reason for refusing to consent to any
such sale, transfer or other disposition.
Shares of the Corporation shall be transferable on the record of
shareholders upon presentment to the Corporation of a transfer agent of a
certificate or certificates representing the shares requested to be transferred,
with proper endorsement on the certificate or on a separate accompanying
document, together with such evidence of the payment of transfer taxes and
compliance with other provisions of law as the Corporation or its transfer agent
may require.
3. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES
No certificate for shares of the Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed or wrongfully taken,
except, if and to the extent required by the Board of Directors upon: (a)
production of evidence of loss, destruction or wrongful taking; (b) delivery of
a bond indemnifying the Corporation and its agents against any claim that may be
made against it or them on account of the alleged loss, destruction or wrongful
taking of the replaced certificate or the issuance of the new certificate; (c)
payment of the expenses of the Corporation and its agents incurred in connection
with the issuance of the new certificate; and (d) compliance with other such
reasonable requirements as may be imposed.
ARTICLE V
OTHER MATTERS
1. CORPORATE SEAL
The Board of Directors may adopt a corporate seal, alter such seal at
pleasure, and authorize it to be used by causing it or a facsimile to be affixed
or impressed or reproduced in any other manner.
2. FISCAL YEAR
The fiscal year of the Corporation shall be the twelve months ending
April 30th, or such other period as may be fixed by the Board of Directors.
3. AMENDMENTS
Bylaws of the Corporation may be adopted, amended or repealed by vote
of the holders of the shares at the time entitled to vote in the election of any
directors. Bylaws may also be adopted, amended or repealed by the Board of
Directors, but any bylaws adopted by the Board may be amended or repealed by the
shareholders entitled to vote thereon as herein above provided.
If any bylaw regulating an impending election of directors is adopted,
amended or repealed by the Board of Directors, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
bylaw so adopted, amended or repealed, together with a concise statement of the
changes made.
APPROVED AND ADOPTED this 6th day of March, 2006.
/s/ ALAIN KARDOS
________________
Alain Kardos
President