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Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
CiRTRAN CORPORATION
a Nevada corporation
2011
TABLE OF CONTENTS
ARTICLE I OFFICES..............................................................1
Section 1.01. Locations of Offices....................................1
Section 1.02. Principal Nevada Office.................................1
ARTICLE II SHAREHOLDERS........................................................1
Section 2.01. Annual Meeting..........................................1
Section 2.02. Special Meetings........................................1
Section 2.03. Place of Meetings.......................................2
Section 2.04. Notice of Meetings......................................2
Section 2.05. Closing of Transfer Books...............................2
Section 2.06. Voting Lists............................................2
Section 2.07. Quorum..................................................3
Section 2.08. Proxies.................................................3
Section 2.09. Voting of Shares by Corporation.........................3
Section 2.10. Voting of Shares........................................3
Section 2.11. Informal Action by Shareholders.........................3
Section 2.12. Examination by Shareholders of Books and Records........4
ARTICLE III BOARD OF DIRECTORS.................................................4
Section 3.01. General Powers..........................................4
Section 3.02. Number, Tenure, and Qualifications......................4
Section 3.03. Regular Annual Meeting..................................4
Section 3.04. Regular Meetings........................................4
Section 3.05. Special Meetings........................................4
Section 3.06. Notice..................................................4
Section 3.07. Quorum..................................................5
Section 3.08. Manner of Acting........................................5
Section 3.09. Vacancies and Newly Created Directorships...............5
Section 3.10. Compensation............................................5
Section 3.11. Presumption of Assent...................................5
Section 3.12. Resignations............................................5
Section 3.13. Informal Action by Directors............................5
Section 3.14. Meetings by Telephone Conference Call...................6
Section 3.15. Removal of Directors....................................6
ARTICLE IV OFFICERS............................................................6
Section 4.01. Number..................................................6
Section 4.02. Election, Term of Office, and Qualifications............6
Section 4.03. Subordinate Officers, etc...............................7
Section 4.04. Resignations............................................7
Section 4.05. Removal.................................................7
Section 4.06. Vacancies and Newly Created Offices.....................7
Section 4.07. The Chairman of the Board...............................7
Section 4.08. The President...........................................7
Section 4.09. The Vice-Presidents.....................................8
Section 4.10. The Secretary...........................................8
Section 4.11. The Chief Financial Officer.............................9
Section 4.12. General Manager.........................................9
Section 4.13. Salaries...............................................10
ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF
CORPORATE FUNDS............................................................10
Section 5.01. Execution of Instruments...............................10
Section 5.02. Loans..................................................10
Section 5.03. Deposits...............................................11
Section 5.04. Checks, Drafts, etc....................................11
Section 5.05. Bonds and Debentures...................................11
Section 5.06. Sale, Transfer, etc., of Securities....................11
Section 5.07. Proxies................................................11
ARTICLE VI CAPITAL STOCK......................................................12
Section 6.01. Stock Certificates.....................................12
Section 6.02. Transfer of Stock......................................12
Section 6.03. Regulations............................................12
Section 6.04. Maintenance of Stock Book at Principal Place
of Business............................................12
Section 6.05. Transfer Agents and Registrars.........................13
Section 6.06. Closing of Transfer Books and Fixing
of Record Date.........................................13
Section 6.07. Lost or Destroyed Certificates.........................13
ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES..........................14
Section 7.01. How Constituted........................................14
Section 7.02. Powers.................................................14
Section 7.03. Proceedings............................................14
Section 7.04. Quorum and Manner of Acting............................14
Section 7.05. Meetings by Telephone Conference Call..................14
Section 7.06. Informal Action by Committee Members...................14
Section 7.07. Resignations...........................................15
Section 7.08. Removal................................................15
Section 7.09. Vacancies..............................................15
Section 7.10. Compensation...........................................15
ARTICLE VIII INDEMNIFICATION..................................................15
Section 8.01. Indemnification Third Party Actions....................15
Section 8.02. Indemnification Corporation Actions....................16
Section 8.03. Determination..........................................16
Section 8.04. General Indemnification................................16
Section 8.05. Advances...............................................16
Section 8.06. Scope of Indemnification...............................17
Section 8.07. Insurance..............................................17
ARTICLE IX FISCAL YEAR........................................................17
ARTICLE X DIVIDENDS...........................................................17
ARTICLE XI AMENDMENTS.........................................................17
AMENDED AND RESTATED
BYLAWS
OF
CIRTRAN CORPORATION
ARTICLE I OFFICES
Section 1.01. Locations of Offices. The corporation may maintain such
offices, within or without the State of Nevada, as the Board of Directors may
from time to time designate.
Section 1.02. Principal Nevada Office. The address of the principal office
of the corporation in the State of Nevada shall be located at 2360 Corporate
Circle, Ste 400, Henderson, Nevada 89074, and said address may be changed by the
Board of Directors at any time.
ARTICLE II SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the shareholders shall
be held on the second Tuesday of April of each year, or at such time as is
provided in the notice of the meeting, provided that whenever such date falls on
a legal holiday the meeting shall be held on the next succeeding business day,
beginning with the year following the filing of the Articles of Incorporation,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the election of directors shall not
be held on the day designated herein for the annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as may be
convenient.
Section 2.02. Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman of the Board, the President, or by the
Board of Directors, or in their absence or disability, by any Vice-President,
and shall be immediately called by the President, or in his absence or
disability, by a Vice-President, or by the Secretary upon the written request of
the holders of not less than one-tenth of all the shares entitled to vote at the
meeting, such written request to state the purpose, or purposes, of the meeting
and to be delivered to the President, such Vice-President or the Secretary. In
case of failure to call such meeting within twenty (20) days after such request,
such shareholder or shareholders may call the same.
Section 2.03. Place of Meetings. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Nevada, as the place
for the holding of such meeting. If no such designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at the principal
office of the corporation. (78.310 and 78.375) Citations in parentheses are to
Nevada Revised Statutes, Volume 4. These citations are for reference only and
shall not constitute a part of these bylaws. Section 2.04. Notice of Meetings.
The Secretary or Assistant Secretary, if any, shall cause notice of the date,
time, place, and purpose or purposes of all meetings of the shareholders
(whether annual or special), to be mailed at least ten (10) (but not more than
sixty (60)) days prior to the meeting, to each shareholder of record entitled to
vote. (78.370)
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Section 2.05. Closing of Transfer Books. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed, for a period of not more than sixty (60)
days, for the purpose of determining shareholders entitled to notice of or to
vote at such meeting. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. 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. (75.350)
Section 2.06. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at each meeting of the shareholders of the
corporation or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list shall be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder, for any purpose germane to the meeting, during
the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
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Section 2.07. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares is 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 stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 2.08. Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by proxy,
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the stockholder or by his duly authorized attorney in fact. Such instrument
authorizing a proxy to act shall be delivered at the beginning of such meeting
to the Secretary of the corporation or to such other officer or person who may,
in the absence of the Secretary be acting as Secretary of the meeting. In the
event that any such instrument shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one be
present, that one shall (unless the instrument shall otherwise provide) have all
of the powers conferred by the instrument upon all persons so designated. No
proxy shall be valid after six months from the date of its execution, unless
otherwise provided in the proxy, which in no case shall exceed seven years from
the date of its execution. Persons holding stock in a fiduciary capacity shall
be entitled to vote the shares so held, except that no trustee or pledgee shall
be entitled to vote shares held by him without a transfer of such shares into
his name. (78.355)
Section 2.09. Voting of Shares by Corporation. In addition to regulations
and restrictions imposed by law upon the voting of shares, 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. (78.283)
Section 2.10. Voting of Shares. Each outstanding share of stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that voting rights of the shares of any class
or classes are limited or denied by the Articles of Incorporation of the
corporation as permitted by law.
Section 2.11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, except the election of directors, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by a majority of the shareholders entitled to vote with respect
to the subject matter thereof. (78.320, 78.325)
Section 2.12. Examination by Shareholders of Books and Records. Any person
who is a shareholder of record, upon written demand stating the purpose thereof,
shall have the right to examine, in person, or by agent or attorney, at any
reasonable time or times, for any proper purpose, the corporation's books and
records of account, minutes of record of shareholders and to make extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. (78.257)
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ARTICLE III BOARD OF DIRECTORS
Section 3.01. General Powers. The property, affairs and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the stockholders of the
corporation. (78.120)
Section 3.02. Number, Tenure, and Qualifications. The number of directors
of the corporation shall not be fewer than one (1) nor more than nine (9). The
number of directors may be fixed or changed within the range by the shareholders
or the Board of Directors, but no decrease shall shorten the term of an
incumbent director.
Each director shall hold office until the election at the next annual
meeting of the shareholders and until his successor shall have been elected and
shall qualify. Directors need not be residents of the State of Nevada or
shareholders of the corporation. (78.115, 78.330)
Section 3.03. Regular Annual Meeting. A regular annual 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.
Section 3.04. Regular Meetings. The Board of Directors may provide by
resolution, the time and place, either within or without the State of Nevada,
for the holding of regular meetings without other notice than such resolution.
(78.310)
Section 3.05. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Vice-President, or any
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 called by
them.
Section 3.06. Notice. Notice of any special meeting shall be given at
least five (5) days prior thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting.
Section 3.07. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice. (78.315)
4
Section 3.08. Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall, unless the act of a
greater number of directors is required by the Articles of Incorporation of the
corporation or these Bylaws, be the act of the Board of Directors and individual
directors shall have no power as such. (78.315)
Section 3.09. Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors by reason of death, resignation, or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of the removal of one or more directors by the shareholders may
be filled by election by the shareholders at the meetings at which the director
or directors are removed. (78.335, 78.340)
Section 3.10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 3.12. Resignations. A director may resign at any time by
delivering a written resignation to either the President, a Vice-President, the
Secretary or Assistant Secretary, if any. Unless otherwise provided in the
resignation, the resignation shall become effective on its acceptance by the
Board of Directors, provided that if the Board has not acted thereon within ten
(10) days from the date presented, the resignation shall be deemed accepted.
(78.335) Section 3.13. Informal Action by Directors. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such written consent shall be filed with the minutes of
proceedings of the board of directors or committee. Such consent shall have the
same legal effect as a unanimous vote of all the directors or members of the
committee. (78.315)
Section 3.14. Meetings by Telephone Conference Call. Members of the Board
of Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting. (78.315)
5
Section 3.15. Removal of Directors. At a shareholders' meeting called
expressly for that purpose, directors may be removed in the manner provided in
this section unless otherwise provided by the Articles of Incorporation. One or
more director or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of the not less than two-thirds (2/3) of the
shares then entitled to vote at an election of directors. If at the time of any
shareholders' meeting called for such purpose the shareholders are entitled to
cumulate their votes for directors and if less than the entire Board is to be
removed, no one of the directors may be removed if the votes of a sufficient
number of shares are cast against his removal which, if then cumulatively voted
at an election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part, would
be sufficient to elect him. Whenever the holders of the shares of any class are
entitled to elect one or more directors by the provisions of the Articles of
Incorporation, the provisions of this section shall apply, in respect of the
removal of a director or a director so elected, to the vote of the holders of
the outstanding shares of that class and not to the vote of the outstanding
shares as a whole. (78.335)
ARTICLE IV OFFICERS
Section 4.01. Number. The officers of the corporation shall be a
President, a Secretary, a Treasurer, a Resident Agent, and such other officers
as may be appointed by the Board of Directors, including one or more
Vice-Presidents, as shall be determined by resolution. The Board of Directors
may elect, but shall not be required to elect, a Chairman of the Board and the
Board of Directors may appoint a General Manager. (78.130)
Section 4.02. Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his office until
the next ensuing annual meeting of the Board of Directors and until his
successor shall have been chosen and qualified, or until his death or until his
resignation or removal in the manner provided in these Bylaws. Any one person
may hold any two or more of such offices except that the President shall not
also be the Secretary. No person holding two or more offices shall act in or
execute any instrument in the capacity of more than one office. The Chairman of
the Board, if any, shall be and remain director of the corporation during the
term of his offices. No other officer need be a director. (78.130)
Section 4.03. Subordinate Officers, etc. The Board of Directors from time
to time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority,
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be stockholders or directors.
6
Section 4.04. Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the President, or
the Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
Section 4.05. Removal. Any officer may be removed, either for or without
cause, from office at any special meeting of the Board of Directors called for
that purpose or at a regular meeting, by the vote of a majority of the total
number of directors then in office, whenever in the judgment of the Board of
Directors the best interests of the corporation will be served thereby. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either for or without cause, by any officer upon
whom such power of removal shall have been conferred by the Board of Directors.
Section 4.06. Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at any regular or
special meeting.
Section 4.07. The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties:
(a) He shall preside at all stockholders' meetings.
(b) He shall preside at all meetings of the Board of Directors.
(c) He shall be a member of the Executive Committee, if any.
Section 4.08. The President. The President shall have the following powers
and duties:
(a) He shall be the chief executive officer of the corporation,
and, subject to the directions of the Board of Directors,
shall have general charge of the business, affairs, and
property of the corporation and general supervision over its
officers, employees and agents.
(b) If no Chairman of the Board has been chosen, or if such
officer is absent or disabled, he shall preside at meetings of
the stockholders and Board of Directors.
(c) He shall be a member of the Executive Committee, if any.
(d) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been
authorized by the Board of Directors.
7
(e) He shall have all powers and perform all duties normally
incident to the office of a President of a corporation and
shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of
Directors.
Section 4.09. The Vice-Presidents. The Board of Directors shall, from time
to time, designate and elect one or more Vice-Presidents, one of whom may be
designated to serve as Executive Vice-President. Each Vice-President shall have
such powers and perform such duties as from time to time may be assigned to him
by the Board of Directors or the President. At the request or in the absence or
disability of the President, the Executive Vice-President or, in the absence or
disability of the Executive Vice-President, the Vice-President designated by the
Board of Directors or (in the absence of such designation by the Board of
Directors) by the President, as Senior Vice-President, may perform all duties of
the President, and when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the President.
Section 4.10. The Secretary. The Secretary shall have the following powers
and duties:
(a) He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the
Board of Directors in books provided for that purpose.
(b) He shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute.
(c) He shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile
thereof) to be affixed to all certificates representing stock
of the corporation prior to the issuance thereof and to all
instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in
accordance with these Bylaws, and when so affixed he may
attest the same.
(d) He shall see that the books, reports, statements,
certificates, and other documents and records required by
statute are properly kept and filed.
(e) He shall have charge of the stock books of the corporation and
cause the stock and transfer books to be kept in such manner
as to show at any time the amount of the stock of the
corporation of each class issued and outstanding, the manner
in which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of
record thereof, the number of shares held by each holder, and
time when each became such holder of record; and he shall
exhibit at all reasonable times to any director, upon
application, the original or duplicate stock register. He
shall cause the stock book referred to in Section 6.04 hereof
to be kept and exhibited at the principal office of the
corporation in the manner and for the purpose provided in such
Section.
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(f) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been
authorized by the Board of Directors.
(g) He shall perform in general all duties incident to the office
of Secretary and such other duties as are given to him by
these Bylaws or as from time to time may be assigned to him by
the Board of Directors or the President.
Section 4.11. The Chief Financial Officer. The Chief Financial Officer
will have the following powers and duties:
(a) He shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the
corporation.
(b) He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of
the corporation in such banks or trust companies or with such
banks or other depositories as shall be selected in accordance
with Section 5.03 hereof.
(c) He shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04
hereof) drawn upon the authorized depositories of the
corporation, and cause to be taken and preserved proper
vouchers for all monies disbursed.
(d) He shall render to the Board of Directors or the President,
whenever requested, a statement of the financial condition of
the corporation and of all of his transactions as Treasurer,
and render a full financial report at the annual meeting of
the stockholders, if called upon to do so.
(e) He shall cause to be kept correct books of account of all the
business and transactions of the corporation and shall exhibit
such books to any directors upon request during business
hours.
(f) He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements
giving such information as he may desire with respect to any
and all financial transactions of the corporation.
(g) He shall perform in general all duties incident to the office
of Chief Financial Officer and such other duties as are given
to him by these Bylaws or as from time to time may be assigned
to him by the Board of Directors or the President.
Section 4.12. General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
directors of the corporation. The General Manager, if any, shall have the
following powers and duties:
(a) After the President, he shall be the next most senior
executive officer of the corporation and, subject to the
directions of the Board of Directors, shall have general
charge of the business affairs and property of the corporation
and general supervision over its officers, employees, and
agents.
9
(b) After the President, he shall have the management of the
business of the corporation and of all of its dealings, but at
all times subject to the control of President and the Board of
Directors.
(c) Subject to the approval of the Board of Directors or the
Executive Committee, if any, he shall have the power to employ
all employees of the corporation, or delegate such employment
to subordinate officers, or division chiefs, and shall have
authority to discharge any person so employed.
(d) He shall make a report to the President and Directors
quarterly, or more often if required to do so, setting forth
the results of the operations under his charge, together with
suggestions looking to the improvement and betterment of the
condition of the corporation, and he shall perform such other
duties as the Board of Directors shall require.
Section 4.13. Salaries. The salaries or other compensation of the officers
of the corporation shall be fixed from time to time by the Board of Directors
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he is also a director of the
corporation.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01. Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or in these Bylaws, the President,
any Vice-President, or the General Manager, if any, may, in the name and on
behalf of the corporation, execute and deliver any contract or other instrument
authorized in writing by the Board of Directors. The Board of Directors may,
subject to any limitation contained in the Articles of Incorporation or in these
Bylaws, authorize in writing any officer or agent to execute and deliver any
contract or other instrument in the name and on behalf of the corporation; any
such authorization may be general or confined to specific instances.
Section 5.02. Loans. No loan or advance shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
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Section 5.03. Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 5.04. Checks, Drafts, etc. All notes, drafts, acceptances, checks,
endorsements, and, subject to the provisions of these Bylaws, evidences of
indebtedness of the corporation shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
Section 5.05. Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice-President and by the Secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, shall cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06. Sale, Transfer, etc., of Securities. Sales, transfers,
endorsements, and assignments of shares of stocks, bonds, and other securities
owned by or standing in the name of the corporation and the execution and
delivery on behalf of the corporation of any and all instruments in writing
incident to any such sale, transfer, endorsement, or assignment, shall be
effected by the President, or by any Vice-President, together with the
Secretary, or by any officer or agent, thereunto authorized by the Board of
Directors.
Section 5.07. Proxies. Proxies to vote with respect to shares of stock of
other corporations used by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the President or any
Vice-President and the Secretary or Assistant Secretary, if any, of the
corporation or by any officer or agent thereunto authorized by the Board of
Directors.
ARTICLE VI
CAPITAL STOCK
Section 6.01. Stock Certificates. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by the President or any
Vice-President and the Secretary or Assistant Secretary, if any, and sealed with
the seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class, or series of shares owned by him in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent, or (b) registered by a registrar, the signature of any
such President, Vice-President, Secretary or Assistant Secretary may be a
facsimile. In case any officer who shall have signed, or whose facsimile
signature or signatures shall have been used on any such certificate, shall
cease to be such officer of the corporation, for any reason, before the delivery
of such certificate by the corporation, such certificate may nevertheless be
adopted by the corporation and be issued and delivered as though the person who
signed it or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer. Certificates representing shares of
stock of the corporation shall be in such form as provided by the statutes of
the State of Nevada. There shall be entered upon the stock books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Cancelled" with the date of cancellation. (78.235)
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Section 6.02. Transfer of Stock. Transfers of shares of the stock of the
corporation shall be made on the books of the corporation by the holder of
record thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the Secretary of the
corporation or any of its transfer agents, and upon surrender of the certificate
or certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such shares. Except as provided by law, the corporation
and transfer agents and registrars, if any, shall be entitled to treat the
holder of record of any share or shares of stock as the absolute owner thereof
for all purposes, and accordingly shall not be bound to recognize any legal,
equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it or they shall have express or other notice
thereof.
Section 6.03. Regulations. Subject to the provisions of this Article VI
and of the Articles of Incorporation, the Board of Directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the stock of the
corporation.
Section 6.04. Maintenance of Stock Book at Principal Place of Business. A
stock book (or books where more than one kind, class or series of stock is
outstanding) shall be kept at the principal place of business of the corporation
in Reno, Nevada, containing the names alphabetically arranged of original
stockholders of the corporation, their addresses, their interest, the amount
paid on their shares of stock, and all transfers thereof and the number and
class of the shares held by each. Such stock books shall at all reasonable hours
be subject to inspection by persons entitled by law to inspect the same.
(78.257)
Section 6.05. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of stock of the corporation, and may
require all such certificates to bear the signature of either or both. The Board
of Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate of stock shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the corporation had a registrar for such stock.
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Section 6.06. Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the stock
books of the corporation for a period of not to exceed sixty
(60) days preceding the date of any meeting of stockholders,
the date for payment of any dividend, the date for the
allotment of rights, a date in connection with obtaining the
consent of shareholders for any purpose, or in order to make a
determination of shareholders for any other purpose.
(b) In lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance, not exceeding sixty
(60) days preceding the date of any meeting of shareholders,
the date for the payment of the dividend, the date for the
allotment of rights, the date when any change or conversion or
exchange of capital stock shall go into effect. The Board of
Directors also may fix in advance, not exceeding sixty (60)
days preceding the date of any meeting of shareholders, a date
in connection with obtaining any such consent, or in order to
make a determination of shareholders for any other purpose as
a record date for the determination of the shareholders
entitled to a notice of, and to vote at, any such meeting and
any adjournment thereof, entitled to receive payment of any
such dividend, or to any such allotment of rights, to exercise
the rights in respect of any such change, conversion, or
exchange of capital stock, to give such consent, or for any
other purpose.
(c) If the stock transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books
shall be closed for or such record date shall be at least ten
(10) days immediately preceding such meeting. (78.350)
Section 6.07. Lost or Destroyed Certificates. The corporation may issue a
new certificate for stock of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in their discretion, require the owner of the lost or
destroyed certificate or his legal representatives, to give the corporation a
bond in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the Board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01. How Constituted. The Board of Directors may designate an
Executive Committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of one or more directors.
Members of the Executive Committee and of any such other committee shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
Executive Committee or any such other committee. Each member of the Executive
Committee and of any such other committee shall hold office until his successor
shall have been designated or until his resignation or removal in the manner
provided in these Bylaws. (78.125)
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Section 7.02. Powers. During the intervals between meetings of the Board
of Directors, the Executive Committee shall have and may exercise all powers of
the Board of Directors in the management of the business and affairs of the
corporation, except for such powers as by law may not be delegated by the Board
of Directors to an Executive Committee. (78.125)
Section 7.03. Proceedings. The Executive Committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and upon such notice (or without notice) as it
shall determine from time to time. It shall keep a record of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following.
Section 7.04. Quorum and Manner of Acting. At all meetings of the
Executive Committee, and of such other committees as may be designated hereunder
by the Board of Directors, the presence of members constituting a majority of
the total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the Executive Committee, and
of such other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members thereof
shall have no powers as such.
Section 7.05. Meetings by Telephone Conference Call. Members of the
Executive Committee, and of such other committees as may be designated
hereunder, may participate in a meeting of the committee by means of conference
telephone or similar communication equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at such a meeting.
Section 7.06. Informal Action by Committee Members. Any action required to
be taken at a meeting of the Executive Committee, or of such other committees as
may be designated hereunder, or any other action which may be taken at a meeting
of a committee, may be taken without a meeting, if a consent in writing, setting
forth the action so taken, shall be signed by all of the members of the
committee. Such written consent shall be filed with the minutes of proceedings
of the committee. Such consent shall have the same legal effect as a unanimous
vote of all the members of the committee. (78.315)
Section 7.07. Resignations. Any member of the Executive Committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
President, the Secretary, or Assistant Secretary, if any, or to the presiding
officer of the committee of which he is a Member, if any shall have been
appointed and shall be in office. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
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Section 7.08. Removal. The Board of Directors may at any time remove any
member of the Executive Committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.09. Vacancies. If any vacancy shall occur in the Executive
Committee or of any other committee designated by the Board of Directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and, provided
that two or more members are remaining, continue to act. Such vacancy may be
filled at any meeting of the Board of Directors or by the remaining members of
the Executive Committee.
Section 7.10. Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the Executive Committee or of any
other committee designated by it hereunder who is not an active salaried
employee of the corporation for attendance at each meeting of the said
committee.
ARTICLE VIII
INDEMNIFICATION
Section 8.01. Indemnification Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorney's fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. (78.751)
Section 8.02. Indemnification Corporation Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper. (78.751)
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Section 8.03. Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Any other indemnification
under Sections 8.01 or 8.02 hereof shall be made by the corporation upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 8.01 or 8.02 hereof. Such determination shall be
made either by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or proceeding, or (3) by
the shareholders by a majority vote of a quorum of shareholders at any meeting
duly called for such purpose. (78.751)
Section 8.04. General Indemnification. The indemnification provided by
this Article shall not be deemed exclusive of any other indemnification granted
under any provision in the corporation's Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office. (78.751)
Section 8.05. Advances. Expenses incurred in defending a civil or criminal
action, suit, or proceeding as contemplated in this Article may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officer, employee, or
agent to repay such amount or amounts unless it ultimately be determined that he
is to be indemnified by the corporation as authorized by this Article.
Section 8.06. Scope of Indemnification. The indemnification authorized by
this Article shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation and
shall inure to the benefit of the heirs, executors, and administrators of all
such persons and shall be in addition to all other indemnification permitted by
law. (78.751)
Section 8.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against any such liability under the provisions of this Article
VIII or the laws of the State of Nevada, as the same may hereafter be amended or
modified. (78.751)
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ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
ARTICLE XI
AMENDMENTS
All bylaws of the corporation, whether adopted by the Board of Directors
or the stockholders, shall be subject to amendment, alteration or repeal, and
new bylaws may be made, by the Board of Directors or the holders of a majority
of the outstanding shares of common stock of the corporation, except that:
(a) No bylaw adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors;
(b) No bylaw shall be adopted by the Board of Directors which
shall require more than a majority of the voting shares for a
quorum at a meeting of shareholders, or more than a majority
of the votes cast to constitute action by the shareholders,
except where higher percentages are required by law or by the
Articles of Incorporation; provided, however, that
(i) If any bylaw regulating an impending election of
directors is adopted or amended or repealed by the Board
of Directors, there shall be set forth in the notice of
the next meeting of the stockholders for the election of
directors, the bylaws so adopted or amended or repealed,
together with a concise statement of the changes made;
and
(ii) No amendment, alteration or repeal of this Article XI
shall be made except by the stockholders.
***
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CERTIFICATE OF OFFICER
The undersigned Officer of CirTran Corporation, a Nevada corporation,
hereby certifies that the foregoing is a full, true and correct copy of the
Bylaws of said corporation, with all amendments to date of this Certificate.
WITNESS the signature of the undersigned this 16th day of August, 2011.
/s/ Iehab Hawatmeh
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Iehab Hawatmeh
President, Chief Executive Officer
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