BYLAWS
OF
CALLINGCARD INDUSTRIES, INC.,
a Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPLE REGISTERED AND EXECUTIVE OFFICE
The principle registered of the Corporation shall be in the City of
Carson City, State of Nevada. The corporation may also have offices at such
other places as the Board of Directors may from time to time designate, or the
business of the Corporation may require.
ARTICLE II
SHAREHOLDERS MEETING
SECTION 1. PLACE OF MEETING
All meetings of the shareholders shall be held at the principle
executive office of the Corporation, within or outside of the State of Nevada,
or at such other place as may be determined by the Board of Directors.
SECTION 2. ANNUAL MEETING
The annual meeting of the shareholders shall be held on or before the
30th of June each year at 11:00 A.M., at which time the shareholders shall elect
a Board of Directors (every two years, or as otherwise appropriate) and transact
any other appropriate business. If this date falls on a holiday or weekend, then
the meeting shall be held on the following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the Board of
Directors or such additional persons as may be authorized by the Board of
Directors provided in the Articles and Bylaws and amendments.
SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS
Notice of meetings, annual or special, shall be given, in writing, to
shareholders entitled to vote at the meeting, by the Secretary, or if there be
no officer, or in the case of neglect or refusal by the Secretary, by the Acting
Secretary as designated by the Board of Directors.
Such notices shall be given either personally or by first class mail
or other means of written communication, addressed to the shareholder, at the
address of such shareholder appearing on the books of the Corporation or given
by the shareholder to the Corporation for the purpose of notice. Notice shall be
given not less than 30 days nor more than 60 days before the date of the
meeting.
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SECTION 5. WAIVER OF NOTICE
A Waiver of Notice shall state the place, date and hour of the meeting
and (1), in the case of a special meeting, the general nature of the business to
be transacted, and that no other business may be transacted, or (2), in the case
of an annual meeting, those matters which the Board at the time of the mailing
of the notice, intends to present for action by the shareholders, but subject to
the provisions of Section 6 of these Bylaws that any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
Directors are to be elected shall include the names of the nominees which, at
the time of the notice, the Board of Directors intends to present for election.
Notice of any adjourned meeting need not be given unless a meeting is adjourned
for 60 days or more from the date set for the original meeting.
SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENT
Request for approval of the following must be contained in the notice
or waiver of notice:
1. Approval of a contract or other transaction between the Corporation and one
or more of its Directors or between the Corporation and any corporation,
firm or association in which one or more it its Directors has a material
financial interest;
2. To indemnify an agent of the Corporation; or
3. To approve the principle terms of a reorganization; or
4. Approval of a plan of distribution as part of the winding up on the
Corporation;
Prompt notice shall be given of the taking of any other
Corporate action approved by the shareholders without a meeting by
less than a unanimous written consent to those shareholders entitled
to vote who have not consented in writing.
Notwithstanding any of the foregoing provisions of this
Section, Directors may not be elected by written consent except by
the majority written consent of all shares entitled to vote for the
election of Directors.
A written consent may be revoked by a written notice received
by the Corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been
filed with the Secretary of the Corporation, but may not be revoked
thereafter. Such revocation is effective upon its receipt by the
Secretary of the Corporation.
SECTION 7. QUORUM
A majority of the shareholders entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of shareholders represented at
the meeting and entitled to vote on any matter shall be the act of the
shareholders, unless the vote of a greater number is required by law except as
provided in the following provisions of this Section.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding withdrawal
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of enough shareholders to leave less than a quorum, if any action is approved by
at least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares represented
either in person or by proxy, but no other business may be transacted except as
provided in the provisions of this Section.
SECTION 8. VOTING
Shareholders entitled to vote shall be only persons in whose names
shares entitled to vote stand on the record date for voting purposes fixed by
the Board of Directors pursuant to Article VIII, Section 3 of these Bylaws, or
if there be no such fixed date so fixed, on the record dates given below.
If no record date is fixed:
1. The record date for determining shareholders entitled to notice of,
or to vote at a meeting or shareholders, shall be at the close of
business on the business day next proceeding the day on which notice
is given, or if notice is waived, at the close of business on the
business day next proceeding the day on which meeting is held.
2. The record date for determining the shareholders entitled to give
consent to Corporate actions in writing without a meeting when no
prior action by the Board is necessary, shell be the day on which
the first written consent is given.
3. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for
each share held.
SECTION 9. PROXIES
Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a written proxy
executed by such person or his duly authorized agent, with the Secretary of the
Corporation.
A proxy shall not be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it prior to the vote
pursuant thereto.
ARTICLE III
DIRECTORS, MANAGEMENT
SECTION 1. POWERS
Subject to any limitation in the Articles of Incorporation and to the
provisions of the Corporation's Code, the business and affairs of the
Corporation shall be managed and all Corporate powers shall be exercised by the
Board of Directors, or under the direction of the Board of Directors. The Board
of Directors, by majority shareholder consent, can
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conduct all business on behalf of the Corporation including, but not limited to,
the restructuring of the Corporation's share capital.
SECTION 2. NUMBER
The authorized number of Directors shall be 2 to 7 until changed by
amendment to the Articles of these Bylaws. After issuance of shares, these
Bylaws may only be amended by approval of a majority of the outstanding shares
entitled to vote.
SECTION 3. ELECTION AND TENURE OF OFFICE
The Directors shall be elected at the annual meeting of the
shareholders and hold office for two years or until their successors have been
elected and qualified at the annual meeting.
SECTION 4. VACANCIES
A vacancy on the Board of Directors shall exist in the case of death,
resignation or removal of any Director, or in case the authorized number of
Directors is increased, or in case the shareholders fail to elect the full,
authorized number of Directors at any annual or special meeting of the
shareholders at which any Director is elected. The Board of Directors may
declare vacant the office of a Director who has been declared or unsound mind by
an order of court, or who has been convicted of a felony.
Except for a vacancy created by the removal of a Director, vacancies
on the Board of Directors may be filled by a majority vote of the Directors then
in office, whether or not less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until the next annual meeting of
the shareholders and until his (her) successor has been elected and qualified.
The shareholders may elect a Director at any time to fill a vacancy not filled
by the Directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote. Any Director may resign
effective upon the Secretary of the Board of Directors of the Corporation unless
the notice specifies a later tine for the effectiveness of such resignation. If
the resignation is effective at a later time, a successor may be elected to take
office when the resignation becomes effective. Any reduction of the authorized
number of Directors does not remove any Director prior to the expiration of such
Director's term in office.
SECTION 5. REMOVAL
Any or all of the Directors may be removed without cause if such removal is
approved by a majority of the outstanding shares entitled to vote. Except as
provided in the Bylaws, a Director may not be removed prior to expiration of
such Director's term of office. The superior court of the resident county may,
on the suit of shareholders holdings at least 10 percent of the number of
outstanding shares of any class, remove from office any Director in case of
fraudulent or dishonest acts or gross abuse of authority or discretion with
reference to the Corporation and may bar from re-election any Director so
removed for a period prescribed by the court. The Corporation shall be made a
party to
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such action filed by the court with reference to any Director.
SECTION 6. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place, within
or outside the State of Nevada, providing it is in the United States of America,
which has been designated in the notice of the meeting, or outside of the United
States of America with majority consent of the shareholders entitled to vote.
Such place of meetings shall be designated in the notice of meeting or if there
is no notice, at the principle executive office of the Corporation or as
designated from time to time by resolution of the Board of Directors. The
Directors may hold telephonic meetings and such meetings shall be duly noted in
the minutes of the meeting.
SECTION 7. CALL AND NOTICE OF MEETINGS
Meetings of the Board of Directors may be called by the Chairman of
the Board, or the President, or Vice-President, or Secretary or any two
Directors.
Regular annual meetings of the Board of Directors shall be held
without notice immediately after and at the same place as the annual meeting of
shareholders. Special meetings of the Board of Directors shall be held upon 2
days notice or 48 hours notice delivered personally or by telephone or telex to
the Directors. A notice or waiver or notice need not specify the purpose of any
special meeting of the Board of Directors.
SECTION 8. QUORUM
A quorum of all meetings of the Board of Directors shall be 4 of the
authorized directors, or the majority of directors currently on the Board of
Directors.
Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Directors, if
any action taken is approved by at least a majority of the required quorum for
such meeting.
SECTION 9. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, are as valid as if presented and passed at
a meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, whether or not each of the Directors not
present signs a written waiver of notice, a consent to holding the meeting or
approval of the minutes thereof. All such waivers, consents of approval shall be
filed with the Corporate records or made part of the minutes of the meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting, if all members of the Board of Directors shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors. Such action by written consent shall have the same force and
effect as a unanimous vote of Directors.
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SECTION 11. COMPENSATION
All salaries and other compensation such as shares of the Corporation
in exchange for services shall be established by a Board of Directors resolution
and the recording of such resolution by way of minutes of the Board of Directors
meeting. The Board of Directors may allow a fixed sum and expenses to be paid
for attendance at regular or special meetings. Nothing contained herein shall
prevent a Director from serving the Corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attendance for meetings.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The Officers of the Corporation shall be a President, Vice-President,
a Secretary and a Treasurer, or combination Secretary-Treasurer, who shall be
the Chief Financial Officer and Treasurer of the Corporation. The Corporation
may also have such other officers with such titles and duties as shall be
determined by the Board of Directors. Any number of offices may be held by the
same person.
SECTION 2. ELECTION
All Officers of the Corporation shall be chosen by the Board of
Directors. Each Officer shall hold office until his death, resignation or
removal or until his successor shall be chosen and qualified. A vacancy in any
office because of death, resignation or removal or other cause shall be filled
by the Board of Directors.
SECTION 3. REMOVAL AND RESIGNATION
An Officer may be removed at any time, either with or without cause,
by the Board of Directors. An Officer may resign at any time upon written notice
to the Corporation and given to the Board of Directors, the President, or the
Secretary of the Corporation. Any such resignation shall take effect at the day
of receipt of such notice or any other time specified therein. The acceptance of
a resignation shall not be necessary to make it effective.
SECTION 4. PRESIDENT
The President shall be the Chief Executive Officer of the Corporation
and shall, subject to the direction and control of the Board of Directors, have
general supervision, direction, and control of the business and affairs of the
Corporation. The President shall preside at all meetings of the shareholders and
Directors and be an ex-officio member of all the standing committees, including
the executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a Corporation, and shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or Bylaws.
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SECTION 5. VICE-PRESIDENT
In the absence or disability of the President, the Vice-President, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice-President designated by the Board of Directors, shall perform all duties of
the President, and when so acting, shall have all the powers of, and be subject
to, all the privileges and restrictions of the President. Each Vice-President
shall have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors.
SECTION 6. SECRETARY
The Secretary shall keep, or cause to be kept, at the principle
executive office of the Corporation, a book of minutes of all meetings of
Directors and shareholders, with the time and place of holding, whether regular
or special, and if special, how authorized, the notice thereof given or the
waivers of notice, the names of those present at Directors meetings, the number
of shares present or represented at shareholders meetings and proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the principle
executive office of the Corporation, the original or a copy of the Bylaws, as
amended or otherwise altered to date, and certified.
The Secretary shall give, or cause to be given, notice of all meetings
of shareholders and Directors required to be given by law or the Bylaws.
The Secretary shall have charge of the seal of the Corporation and
have such other powers and perform such other duties as may, from time to time,
be prescribed by the Board of Directors and the Bylaws.
SECTION 7. TREASURER
The Treasurer shall keep and maintain or cause to be kept and
maintained, adequate and correct books and records of accounts and the
properties and business transactions of the Corporation.
The Treasurer shall deposit monies and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
Corporation in payment of the just demands against the Corporation as may be
ordered by the Board of Directors; shall render to the President and Directors,
whenever they request it, an accounting of all of the transactions as Treasurer
and of the financial condition of the Corporation, and shall have such powers
and perform such other duties as may from time to time be prescribed by the
Board of Directors or Bylaws.
SECTION 8. COMPENSATION
The salaries of the Officers shall be fixed, from time to time, by the
Board of Directors.
ARTICLE V
EXECUTIVE COMMITTEES
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SECTION 1. ORGANIZATION OF COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the
authorized number of Directors, designate one or more committees, each
consisting of two or more Directors, to serve as the pleasure of the Board of
Directors. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have all the authority to act in their capacity as
committee members except with respect to:
1. The approval of any action for which this division also requires Board of
Directors or shareholders approval.
2. The filling of vacancies on the committee.
3. The fixing of compensation of the committee members.
4. The amendment or repeal of the Bylaws or the adoption of new Bylaws.
5. The amendment or repeal of any resolution of the Board of Directors.
6. A distribution to the shareholders of the Corporation. All distribution of
shares of the Corporation must be approved by the Board of Directors.
7. The appointment of other committees of the Board of Directors or the
members thereof.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
If no annual report for the last fiscal year has been sent to
shareholders, the Corporation shall, upon written request of any shareholder
entitled to vote, make available those financial statements requested by the
shareholder providing that the request is made more than 120 days after the
close of that fiscal year. Such financial statements shall be delivered or
mailed to the requesting shareholder within 30 days after the financial
statements are delivered to the Corporation. A shareholder or group of
shareholders entitled to vote in the Corporation may make a written request to
the Corporation for an income statement of the current fiscal year ended more
than 120 days prior to the date of the request and a balance sheet of the
Corporation as of the end of the period. In addition, if no annual report for
the last fiscal year has been sent to the shareholders, statements for the last
fiscal year shall be sent to the requesting shareholder or shareholder group of
the Corporation entitled to vote. A copy of the statements shall be kept on file
in the principle office of the Corporation for 12 months and such statements
shall be exhibited at all reasonable times to any shareholder for valid and
reasonable purposes. All written requests by shareholders demanding an
examination of the statements or a copy shall be mailed to the shareholder in a
reasonable period of time.
The share register shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time reasonable
during usual business hours upon written notice to the Corporation for
reasonable purposes. Such inspection and copying under this Section may be made
in person or by agent or attorney. In the event that the Corporation has a
transfer agent to issue and transfer the shares of the Corporation, then all
provisions of this Section applies to the transfer agent.
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Shareholders shall have the right to inspect the original or copy of
these Bylaws, as amended to date, at the Corporation's principle executive
office upon reasonable notice.
SECTION 2. INSPECTION BY DIRECTORS
Every Director shall have the right, at any reasonable time, to
inspect all books, records, and documents of every kind and to inspect the
physical properties of the Corporation, domestic or foreign, of which such
person is a Director. Such inspection by a Director may be made in person or by
agent or attorney and the right of inspection includes the right to copy and
make extracts.
SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this Section is not
maintained in written form, a request for inspection may be made to the
Corporation and the Corporation must comply with the request within a reasonable
length of time.
SECTION 4. WAIVER OF ANNUAL REPORT
The annual report to shareholders is hereby expressly waived provided
that this Corporation has less than 500 shareholders of record or if the
Corporation is a "non-reporting" corporation as defined by the Securities and
Exchange Commission, should the Corporation's shares be publicly traded. This
waiver shall be subject to any provision of law allowing shareholders to request
the Corporation to furnish financial statements and an accompanying annual
report of activity.
SECTION 5. CONTRACTS, ETC.
The Board of Directors, except as otherwise provided in the Bylaws,
may authorize any Officer or Officers, agent or agents to enter into any
contract or execute any instrument in the name and on behalf of the Corporation.
Such authority may be general or confined to specific instances. Unless so
authorized by the Board of Directors, no Officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement, or
to pledge its credit or to render it liable for any purpose or any amount.
ARTICLE VII
INDEMNIFICATION OF CORPORATE OFFICERS, DIRECTORS & AGENTS
SECTION 1.
The Corporation shall indemnify each of its officers, directors and
agents against any and all liabilities, expenses, judgments, fines, settlements,
and any and all other amounts, actually and reasonably incurred by such person
on behalf of the corporation by reason of such persons have been made or having
been threatened to be made a party to a proceeding to the fullest extent
permissible by Nevada law. The Corporation shall advance the expenses reasonably
expected to be incurred by such officer, director or agent in defending any such
proceeding.
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ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES
The Corporation shall issue certificates for its shares when fully
paid. Certificates of stock shall be issued in numerical order and state the
name of the record holder of the shares represented thereby; the number,
designation if any and class or series of shares represented thereby; and
contain any settlement required.
Every certificate for shares shall be signed in the name of the
Corporation by the Chairman or Vice-Chairman of the Board of Directors or the
President or Vice-President and the Treasurer, the Secretary or an Assistant
Secretary.
SECTION 2. TRANSFER OF SHARES
Upon surrender to the Secretary and/or the Corporation's contracted
transfer agent of a certificate for shares, duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Secretary or the contracted transfer agent of the Corporation to
issue a new certificate to the person or persons entitled thereto, cancel the
old certificate and record the transaction upon its share register.
SECTION 3. RECORD DATE AND CLOSING OF TRANSFER BOOKS
The Board of Directors may fix a time in the future as a record date
for the determination of the shareholders entitled to notice of and to vote at
any shareholders meeting or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights with respect to
any other lawful action. The record date is so fixed shall not be more than 60
days nor less than 30 days prior to the date of the shareholders meeting or
event for the sole purpose for which it is fixed. Only shareholders of record on
that date are entitled to notice of and to vote at the shareholders meeting or
to receive the dividend, distribution, or allotment of rights, or to exercise
the rights as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date.
The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than 60
days prior to the date of a shareholder meeting, the date when the right to any
dividend, distribution, or allotment of rights vests, or the effective date of
any change, conversion or exchange of shares.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1. BY SHAREHOLDERS
Bylaws may be adopted, amended or repealed by the vote or the written
consent of
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shareholders entitled to exercise a majority of the voting power of the
Corporation. A Bylaw which reduced the fixed number of Directors to a number
less than 2 shall not be effective if the votes cast against its adoption are
equal to more than 51% of the outstanding shares entitled to vote.
SECTION 2. BY DIRECTORS
Subject to the right of shareholders to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors, except
that a Bylaw amendment thereof changing the authorized number of Directors, may
be adopted by the Board of Directors.
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation, named in the title thereto and that such Bylaws were
duly adopted by the Board of Directors of said Corporation on the date set forth
below. These are the Bylaws of the predecessor corporation, Tver Acquisition
Corp., a Delaware corporation; name changed to Callingcard Industries, Inc., by
way of an Agreement of Merger, Plan or Reorganization and Change of Domicile.
January 24, 2002
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Nazar Najor, Secretary
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