EXHIBIT 3.2 - BY-LAWS OF TOTALSEEK.COM, INC.
BY-LAWS
OF
TOTALSEEK.COM, INC.
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at 110 West Ninth Street, #134, in the
City of Wilmington, County of New Castle, Delaware 19801.
The registered agent in charge thereof shall be William Tay.
Section 2. The corporation may also have offices at such other
places as the Board of Directors may from time to time appoint or
the business of the corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS' MEETINGS
Section 1. Meetings of stockholders shall be held at the
registered office of the corporation in this state or at such place,
either within or without this state, 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 such date as is determined by the
Board of Directors for the purpose of electing directors and for the
transaction of such other business as may properly be brought before
the meeting.
Section 3. ELECTION OF DIRECTORS: Elections of the directors
of the corporation shall be by written ballot.
Section 4. SPECIAL MEETINGS: The President, or the Board of
Directors may call special meetings of the stockholders at any time,
or stockholders entitled to cast at least one-fifth of the votes,
which all stockholders are entitled to cast at the particular
meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the
Secretary to fix the date of the meeting, to be held not more than
sixty days after receipt of the request, and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling
the meeting may do so. Business transacted at all special meetings
shall be confined to the objects stated in the call and matters
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 and object thereof, shall be given to each
stockholder entitled to vote thereat at least ten days before such
meeting, 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 person or by proxy,
shall constitute a quorum at a meeting of stockholders. If 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 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 noticed. 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 three years from its date, unless the
proxy provides for a longer period.
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 made 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 nor 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 corporate 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 of stockholders, a complete list of
the stockholders entitled to vote at the 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 upon which any installment is due and unpaid shall be
voted at any meeting. The list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting, 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 also 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, no less than one in number or
such other minimum number as is required by law. The directors need
not be residents of this state or stockholders in the corporation.
They shall be elected by the stockholders of the corporation or in
the case of a vacancy by remaining directors, and each director
shall be elected for the term of one year, and until his successor
shall be elected and shall qualify or until his earlier resignation
or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board
shall be held without notice other than this by-law immediately
after, and at the same place as, the annual meeting of stockholders.
The directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
such resolution.
Section 3. SPECIAL MEETINGS: the President or any director upon
two-day notice may call special Meetings of the Board. The person or
persons authorized to call special meetings of the directors may fix
the place for holding any special meeting of the directors called by
them.
Section 4. QUORUM: A majority of the total number of directors
shall constitute a quorum 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,
outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may
participate in a meeting of the Board, of a committee of the Board
or of the stockholders, by means of 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 and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board provided, that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 8. RESIGNATION AND REMOVAL: Any director may resign at
any time by giving notice to another Board member, the President or
the Secretary of the corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt
thereof by the Board or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective. Any
director may be removed with or without cause at any time by the
affirmative vote of shareholders holding of record in the aggregate
at least a majority of the outstanding shares of the corporation at
a special meeting of the shareholders called for that purpose, and
may be removed for cause by action of the Board.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall be
chosen by the directors and shall be a President, Secretary and
Treasurer. The Board of Directors may also choose a Chairman, one or
more Vice Presidents and such other officers as it shall deem
necessary. The same person may hold any number of offices.
Section 2. SALARIES: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation
shall hold office for one year and until their successors are chosen
and have qualified. The Board of Directors may remove any officer or
agent elected or appointed by the Board whenever in its judgment the
best interest of the corporation will be served thereby.
Section 4. PRESIDENT: The President shall be the 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, shall see
that all orders and resolutions of the Board are carried into
effect, subject, however, to the right of the directors to delegate
any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation. He shall be
EX-OFFICIO a member of all committees, and shall have the general
power and duties of supervision and management usually vested in the
office of President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions
of the Board and all meetings of the stockholders and act as clerk
thereof, and record all the 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 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 shall perform such other duties as may be prescribed by the
Board of Directors or President, and under whose supervision he
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. The Board of Directors shall fill any vacancy
occurring in any office of the corporation by death, resignation,
and removal or otherwise. 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 by a sole remaining director. If at
any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator,
trustee or guardian of a stockholder, 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 EFFECTIVE 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 so 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 for business
to inspect for any proper purpose the corporation's stock ledger, a
list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. 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, a power of
attorney or such other writing, which authorizes the attorney or
other agent to so act on behalf of the stockholder, shall accompany
the demand under oath. The demand under oath shall be directed to
the corporation at its registered office in this state 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 share ledger and transfer books of
the corporation as they are issued. They shall bear the corporate
seal and shall be signed by the president.
Section 2. TRANSFERS: Transfers of shares shall be made on the
books of the corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be made
which is inconsistent with law.
Section 3. LOST CERTIFICATE: The corporation may issue a new
certificate of stock in the place of any certificate theretofore
signed by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative to give the
corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.
Section 4. RECORD DATE: In order that the corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or 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 to exercise any rights in
respect of any change, conversion or exchange of stock or 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 nor
less than ten days before the date of such meeting, nor 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 notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.
(b) The record date for 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 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 to 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 to 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 any
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: such officer or officers shall sign all
checks or demands for money and notes of the corporation 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.
Section 3. NOTICE: Whenever written notice is required to be
given to any person, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by
telegram, charges prepaid, to his address appearing on the books of
the corporation, or supplied by him to the corporation for the
purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office
for transmission to such person. Such notice shall specify the
place, day and hour of the meeting and, in the case of a special
meeting of stockholders, the general nature of the business to be
transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is
required by statute, or by the Certificate or the By-Laws of this
corporation a waiver thereof in writing, signed by the person or
persons entitled to such 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 at 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 not lawfully
called or 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 such 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 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 - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement of the
business and affairs of the corporation for the preceding year. Such
statement shall be prepared and presented in whatever manner the
Board of Directors shall deem advisable and need not be verified by
a Certified Public Accountant.
ARTICLE XI - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was
or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify
any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition:
provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and
effect as the foregoing indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT: If a claim under
paragraph (a) of this Section is not paid in full by the Corporation
within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation law for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard or conduct, shall be a defense
to the action or create a presumption that the claimant has not met
the applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained in
sub-paragraphs (a) and 8 (b) of this section, the corporation shall,
to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or
covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(d) INSURANCE: The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the
vote of directors.
The above By-Laws are certified to have been adopted by the
Board of Directors of the Corporation on the 20th day of February,
2001.
/s/ William Tay
-------------------------
William Tay
Secretary