BY-LAWS
OF BIOMARINE TECHNOLOGIES, INC.
ARTICLE I REGISTERED AGENT AND REGISTERED OFFICE
Section 1. The registered office of the corporation in the State
of Delaware shall be at 25 Greystone Manor, in the city of Lewes, County of
Sussex. The registered agent in charge thereof shall be Harvard Business
Services, Inc.
Section 2. The corporation may also have offices at such other
places as the Board of Directors may from time to time designate, in any
State or Country around the world.
ARTICLE II SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and words Corporate
Seal, Delaware.
ARTICLE III STOCKHOLDERS MEETINGS
Section 1. Meetings of stockholders may be held at any place,
either within or without the State of Delaware and the USA, as may be
selected from time to time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders
shall be held on the second day of January of each year if not on a legal
holiday, and if a legal holiday, then on the next secular day following at 9
o-clock a.m., when they shall elect Directors and transact such other business
as may properly be brought before the meeting. If the annual meeting for the
election of Directors is not held on the date designated, the directors shall
cause the meeting to be held on another date, at their convenience.
Section 3. Election of Directors: Elections of the Directors of
the corporation need not be by written ballot, in accordance with the Delaware
General Corporation Law (DGCL).
Section 4. Special Meetings: Special meetings of the stockholders
may be called at any time by the president, or the Board of Directors, or
stockholders entitled to cast at least one-fifth of the votes which all
stockholders are entitled to cast at the particular meeting. Upon written
request of any person or persons who have duly called a special meeting, it
shall the duty of the secretary to fix the date, place and time of the
meeting, to be held not more than thirty days after the receipt of the
request, and to give due notice thereof to all the persons entitled to vote
at the meeting.
Business at all special meetings shall be confined to the objects
stated in the call and the maters germane thereto, unless all stockholders
entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time
and place of the meeting, and the object thereof, shall be given to each
stockholder entitled to vote at least 15 days prior, unless a greater period
of notice is required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding shares of the
corporation entitled to vote, represented in a person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of
the outstanding shares entitled to vote is represented at a meeting, a
majority of the shares so represented, may adjourn the meeting at anytime
without further notice. 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 6. Proxies: Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after one year
from its day, unless the proxy provides for a longer period, as allowable by
law.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally. All proxies
shall be filed with the Secretary of the meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are required
or permitted to take any action at a meeting a written notice of the meeting
shall be given which shall state the place date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called.
Unless otherwise provided by law, written notice of any meeting shall
be given not less than ten or more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
Section 8. Consent In Lieu of Meetings: Any action required to be
taken at any annual or special meeting of stockholders of a corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporation action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
Section 9. List of Stockholders: The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days
before every meeting arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. No share of stock of which any installment is due and unpaid
shall be voted at any meeting. The list shall not be open to the examination
of any stockholder, for any purpose, except as required by Delaware law. The
list shall be kept either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
ARTICLE IV DIRECTORS
Section 1. The business and affairs of this corporation shall be
managed by its Board of Directors. The Board of Directors shall consist of at
least three members, unless and until this number is changed by an amendment
to this article. Each director shall be elected for a term of one year, and
until his successor shall qualify or until his earlier resignation or
removal.
Section 2. Regular Meetings: Regular meetings of the Board of
Directors shall be held without notice according to the schedule of the
regular meetings of the Board of Directors which shall be distributed to each
Board member at the first meeting each year. The regular meetings shall be
held either at the registered office of the corporation or at such other
place as shall be determined by the Board. Regular meetings, in excess of the
one Annual meeting (Art. III Sec. 2) shall not be required if deemed
unnecessary by the Board.
Section 3. Special Meetings: Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors on 5 days
notice to all directors, either personally or by mail, courier service, E-
mail or telecopy; special meetings may be called by the President or
Secretary in like manner and on like notice by written request to the
Chairman of the Board of Directors.
Section 4. Quorum: A majority of the total number of directors
shall constitute a quorum of any regular or special meetings of the Directors
for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and have an office
or offices anywhere in the world, within or outside of the state of Delaware.
Section 6. Conference Telephone: Directors may participate in a
meeting of the Board, of a committee of the Board or of the stockholders, by
means of voice conference telephone or video conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in this manner shall constitute
presence in person at such meeting.
Section 7. Compensation: Directors as such shall not receive any
stated salary for their services, but by resolution of the Board, a fixed sum
per meeting and any expenses of attendance, may be allowed for attendance at
each regular or special meeting of the Board. Nothing herein contained shall
be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefore.
Section 8. Removal: A director may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors, in accordance with the laws of Delaware.
ARTICLE V OFFICERS
Section 1. The executive officers of the corporation shall be chosen by
the Board of Directors. They shall be President, Secretary, Treasurer, one or
more Vice Presidents and such other officers, as the Board of Directors shall
deem necessary. The Board of Directors may also choose a chairman from among
its own members. Any number of offices may be held by the same person.
Section 2. Salaries: Salaries of all officers and agents of the
corporation shall be determined and fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall
serve at the pleasure of the Board of Directors and shall hold office until
their successors are chosen and have qualified. Any officer or agent elected
or appointed by the Board may be removed by the Board of Directors whenever,
in its judgment, the best interest of the corporation will be served thereby.
Section 4. President: The president shall be chief executive
officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he shall have general and active management of
the business of the corporation. He shall be EXOFFICIO a member of all
committees, and shall have the general power and duties of supervision and
management, as defined by the Board of Directors.
Section 5. Secretary: The Secretary shall attend all sessions of
record all votes of the corporation and the minutes of all its transactions
in a book to be kept for that purpose, and shall perform like duties for all
the committees of the Board of Directors when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and of the
Board of Directors, and such other duties as may be prescribed by the Board
of Directors or President, under whose supervision shall be. He shall keep in
safe custody the corporate seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it.
Section 6. Treasurer: The treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
keep the moneys of the corporation in a separate account to the credit of the
corporation. He shall disburse the funds of the corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render
to the President and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
ARTICLE VI VACANCIES
Section 1. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise, shall be filed by the Board of
Directors. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or cause, the
corporation should have no directors in office, then any officer or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with
the provisions of these by-laws.
Section 2. Resignations Effected at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a majority
of the directors then in office, including those who have resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective.
ARTICLE VII CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or
other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours of business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders,
and its minutes of Stockholder meetings for the past two years. A proper
purpose shall mean a purpose reasonably related to such person's interest as
a stockholder. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office or
at its principal place of business.
ARTICLE VIII STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be
numbered and registered in the Stock Transfer Ledger and transfer books of
the corporation as they are issued. They shall bear the corporate seal and
shall be signed by the President and the Secretary.
Section 2. Transfers: Transfers of the shares shall be made on the
books of the corporation upon surrender of the certificates therefore,
endorsed by the person named in the certificate or by attorney, lawfully
constituted in writing. No transfer shall be made which is inconsistent with
applicable law.
Section 3. Lost Certificate: The corporation may issue a new stock
certificate in place of any certificate theretofore signed by it, alleged to
have been lost, stolen, or destroyed.
Section 4. Record Date: In order that the corporation may
determine stockholders entitled to notice of or to vote at any meeting of
stockholders on any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled for
the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty days prior to any
other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if the notice is
waived, at the close of the business on the day next preceding the day on
which the meeting is held.
(b) The record date for which determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be on the day on which
the first written consent is expressed.
(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or vote
at a meeting of stockholders shall apply to any adjournment of the meeting:
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time to time
and such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there may be
set aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining the property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in the manner in
which it was created.
ARTICLE IX MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first
day of January of every year, unless this section is amended according to
Delaware Law.
Section 3. Notice: Whenever written notice is required to be given
to any person, it may be given to such a person, either personally or by
sending a copy thereof through the mail, or by telecopy (FAX), or by
telegram, charges prepaid, to his address appearing on the books of the
corporation, or supplied by him to the corporation to have been given to the
person entitled thereto when deposited in the United States mail or with a
telegraph office for the case of a special meeting of stockholders, the
general nature of business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is
required by statute or by Certificate or the by-laws of this corporation a
waiver thereof in writing, signed by the person or persons entitled to such a
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Except in the case of a special
meeting of stockholders, neither the business to be transacted nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person either in person or by proxy at any meeting
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting was lawfully convened.
Section 5. Disallowed Compensation: Any payments made to an
officer or employee of the corporation such as a salary, commission, bonus,
interest, rent, travel or entertainment expense incurred by him, which shall
be disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of
the directors, as a Board, to enforce payment of each amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of
the directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. Resignations: Any director or other officer may resign
at any time, such resignation to be in writing, and to take effect from the
time of its receipt by the corporation, unless some time to be fixed in the
resignation and then from that date. The acceptance of a resignation shall
not be required to make it effective.
ARTICLE X LIABILITY
Section 1. The personal liability of the founders is limited to
the amount of money put into the corporation. Stockholder liability is
limited to the stock held in the corporation.
Section 2. The directors' liability is limited according to
Article X of the certificate of incorporation, which states that it shall be
limited to the fullest extent of current Delaware Law.
ARTICLE XI AMENDMENTS
Section 1. These bylaws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting
of the stockholders, duly convened after notice to the stockholders of that
purpose.
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A signed copy of these by-laws shall be placed on file in the corporation's
main office as proof of the date of commencement of commercial activity of
the corporation.
Corporate Seal: