BY-LAWS OF
TESMARK, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established
and
maintained at 2921 N. Tenaya Way, Suite 208, in the City of Las Vegas, County
of
Clark, State of Nevada. The Corporation may also have offices at such
places
within or without the State of Nevada as the board may from time to
time
establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall
be
held on the fifteenth day of September, of each year or at such other time
and
place designated by the Board of Directors of the Corporation.
Business
transacted at the annual meeting shall include the election of Directors of
the
Corporation and all other matters properly before the Board. If the
designated
day shall fall on a Sunday or legal holiday, the meeting shall be held on
the
first business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held
when
directed by the President or the Board of Directors, or when requested
in
writing by the holders of not less than ten (10%) of all the shares entitled
to
vote at the meeting. A meeting requested by Shareholders shall be called for
a
date not less than ten (10) nor more than thirty (30) days after the request
is
made unless the Shareholders requesting the meeting designate a later date.
The
call for the meeting shall be issued by the Secretary, unless the
President,
Board of Directors, or Shareholders requesting the meeting shall
designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place
of
business of the Corporation or at such other place as may be designated by
the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating
the
place, day and hour of the meeting and, in the case of a special meeting,
the
purpose or purposes for which the meeting is called, shall be delivered not
less
than ten (10) nor more than thirty (30) days before the meeting. If
any
Stockholder shall transfer his stock after notice, it shall not be necessary
to
notify the transferee. Any Stockholder may waive notice of any meeting
either
before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in person
or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in
no
event shall a Quorum consist of less than 1/3 of the shares entitled to vote
at
the meeting.
After a Quorum has been established at a
Shareholders'
meeting, the subsequent withdrawal of Shareholders, so as to reduce the
number
of shares entitled to vote at the meeting below the number required for
a
Quorum, shall not effect the validity of any action taken at the meeting or
any
adjournment thereof.
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or
to
express consent or dissent without a meeting, or his duly
authorized
attorney-in-fact, may authorize another person or persons to act for him
by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact.
No
Proxy shall be valid after the expiration of six (6) months from the
date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from two to
nine
members, as decided by a vote of the Shareholders The business of
the
Corporation shall be managed and its corporate powers exercised by a Board
of
Directors, each of whom shall be of majority age. It shall not be necessary
for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the
annual
meeting of Stockholders and each Director elected shall hold office until
his
successor has been elected and qualified, or until his prior resignation
or
removal.
3. VACANCIES. If the office of any Director, member of a committee or
other
officer becomes vacant, the remaining Directors in office, by a majority
vote,
may appoint any qualified person to fill such vacancy, who shall hold office
for
the unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with
or
without cause by vote of a majority of all of the stock outstanding and
entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased
by
amendment of these By-Laws and by the affirmative vote of a majority in
interest
of the Stockholders, at the annual meeting or at a special meeting called
for
that purpose, and by like vote the additional Directors may be chosen at
such
meeting to hold office until the next annual election and until their
successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice
to
the Board, the President or the Secretary of the Corporation. Unless
otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof
by the Board of such resignation, and the acceptance of the resignation
shall
not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a
quorum
for the transaction of business. If at any meeting of the Board there shall
be
less than a quorum present, those present may adjourn, and no further
notice
thereof need to be given other than by announcement at the meeting which
shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at
the
office of the Corporation or at such other places, either within or without
the
State, as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may
be
held without notice at such time and place as it shall from time to
time
determine. Special meetings of the Board shall be held upon notice to
the
Directors either personally, by mail or by wire. Special meetings shall
be
called by the President or by the Secretary on the written request of
two
Directors. Notice of a meeting need not be given to any Director who submits
a
waiver of notice before or after the meeting or who attends the meeting
without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held
immediately following the annual meeting of Stockholders at the place of
such
annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate
two
or more of their members to the Executive Committee. To the extent provided
in
said resolution or these By-Laws, said committee may exercise the powers of
the
Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for
their
services, but by resolution of the Board, a fixed sum and expenses for
actual
attendance, at each regular or special meeting of the Board, may be
authorized.
Nothing herein contained shall be construed to preclude any Director
from
serving the Corporation in any other capacity and receiving
compensation
therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or
more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it
may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until
the
meeting of the Board following the next annual meeting of Stockholders and
until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by
the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer,
the
Board in its discretion may elect or appoint a successor to fill the
unexpired
term.
c. Any officer elected by the Shareholders may be removed only by
a
majority vote of
the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for
the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following duties:
a. The President shall be the chief executive officer of
the
Corporation, shall have general and active management of the business
and
affairs of the Corporation subject to the directions of the Board of
Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of
the
corporate records except the financial records; shall record the minutes of
all
meetings of the Shareholders and Board of Directors, send all notices of
all
meetings, and perform such other duties as may be prescribed by the Board
of
Directors or the President.
c. The Treasurer shall have custody of all corporate funds
and
financial records, shall keep full and accurate accounts of receipts
and
disbursements and render accounts thereof at the annual meetings of
Shareholders
and whenever else required by the Board of Directors or the President, and
shall
perform such other duties as may be prescribed by the Board of Directors or
the
President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board
of
Directors may be removed by the Board whenever, in its judgment, the
best
interests of the Corporation will be served thereby. Any vacancy in any
office
may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled
to
have a certificate representing all shares of which he is entitled.
No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be signed
by
the President or Vice President and the Secretary or an Assistant Secretary
and
may be sealed with the seal of the corporation or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock
certificate
presented to it for transfer if the certificate is properly endorsed by
the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim
to
have lost or destroyed a certificate of shares issued by the Corporation, a
new
certificate shall
be issued upon the making of an affidavit of that fact by the person
claiming
the certificate of stock to be lost, stolen or destroyed, and, at the
discretion
of the Board of Directors, upon the deposit of a bond or other indemnity in
such
amount and with such sureties, if any, as the Board may reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete books
and
records of account and minutes of the proceedings of its Shareholders, Board
of
Directors and committees of Directors.
This Corporation shall keep at its registered office
or
principal place of business a record of its Shareholders, giving the names
and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or
in
any other form capable of being converted into written form within a
reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder
of
record of shares or of voting trust certificates therefor at least ninety
(90)
days immediately preceding his demand or shall be the holder of record of
shares
or of voting trust certificates for at least five (5%) percent of
the
outstanding shares of the Corporation, upon written demand stating the
purpose
thereof, shall have the right to examine, in person, by agent or attorney,
at
any reasonable time, for any proper purpose, the Corporation's relevant
books
and records of accounts, minutes, and records of Shareholders, and to
make
extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close
of
each fiscal year, this Corporation shall prepare a balance sheet showing,
in
reasonable detail, the financial condition of the Corporation at the close
of
its fiscal year, and a profit and loss statement showing the results of
the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder
of
voting trust certificates for shares of the Corporation, the Corporation
shall
mail to each Shareholder or holder of voting trust certificates a copy of
the
most recent such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall
be
filed in the registered office of the Corporation of this state, shall be
kept
for at least five years, and shall be subject to inspection during
business
hours by any Shareholder or holder of voting trust certificates, in person or
by
agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular
or
special meeting, declare dividends upon the capital stock of the Corporation
as
and when it deems expedient. Before declaring any dividend there may be
set
apart out of any funds of the Corporation available for dividends, such sum
or
sums as the Board from time to time in their discretion deem proper for
working
capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the Board shall deem conducive to
the
interests of the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name
of
the Corporation, the year of its organization and the words "CORPORATE
SEAL,
STATE OF NEVADA". The seal may be used by causing it to be impressed directly
on
the instrument or writing to be sealed, or upon adhesive substance
affixed
thereto. The seal on the certificates for shares or on any corporate
obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or
countersigned,
executed, verified, or acknowledged by such officer, officers, or other
person
or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of August in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given,
personal
notice is not meant unless expressly so stated, and any notice so required
shall
be deemed to be sufficient if given by depositing the same in the post
office
box in a sealed post-paid wrapper, addressed to the person entitled thereto
at
his last known post office address, and such notice shall be deemed to have
been
given and received two (2) days subsequent to mailing. Stockholders not
entitled
to vote shall not be entitled to receive notice of any meetings except
as
otherwise provided by Statute.
Whenever any notice is required to be given under
the
provisions of any law, or under the provisions of the Certificate
of
Incorporation of the Corporation or these By-Laws, a waiver thereof in
writing,
signed by the person or persons entitled to said notice, before or after
the
time stated therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and
the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the
Stockholders,
Directors and committee may be taken without a meeting if consent in
writing,
setting forth the action so taken, shall be signed by all persons who would be
entitled to vote on such action at a meeting and filed with the Secretary of
the
Corporation as part of the proceedings of the Stockholders, Directors
or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in
the
Articles of Incorporation and are empowered therein to manage the affairs of
the
Corporation in lieu of Directors, the Stockholders of the Corporation shall
be
deemed Directors for the purposes of these By-Laws and wherever the
words
"directors", "board of directors", or "board" appear in these By-Laws,
those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board
of
Directors to manage the business of the Corporation and exercise its
corporate
powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at
any
annual meeting of the Stockholders or at any special meeting thereof if
notice
of the proposed alteration or repeal to be made be contained in the notice
of
such special meeting, by the affirmative vote of a majority of the stock
issued
and outstanding and entitled to vote thereat, or by the affirmative vote of
a
majority of the Board at any regular meeting of the Board or at any
special
meeting of the Board if notice of the proposed alteration or repeal to be
made,
be contained in the notice of such special meeting.
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses
to
comply with any provision herein or in the Corporation's Articles
of
Incorporation, any other officer, director or shareholder shall have the
right
to enforce said provision and provide for said compliance through an action
for
injunctive relief or a derivative action, if such are cognizable at law, and
to
collect court costs and attorneys fees from such officer, director or
majority
stockholder personally. Any such officer, director or majority
stockholder
consents, for any such action, to the personal jurisdiction and venue of a
court
of subject matter jurisdiction located in Clark County, State of Nevada.
ARTICLE XVI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of
the
fact that he, his testator or interstate representative is or was a
director,
officer or employee of the Corporation or of any corporation in which he
served
as such at the request of the Corporation shall be indemnified by
the
Corporation against the reasonable expenses, including attorneys fees,
actually
and necessarily incurred by him in connection with the defense of such
action,
suit or proceeding, or in connection with any appeal therein, except in
relation
to matters as to which it shall be adjudged in such action, suit or
proceeding,
or in connection with any appeal therein that such officer, director or
employee
is liable for gross negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive of
any
other rights to which any officer or director -or employee may be entitled
apart
from the provisions of this section.
The amount of indemnity to which any officer or any director may be
en-
titled shall be fixed by the Board of Directors, except that in any case
in
which there is no disinterested majority of the Board available, the
amount
shall be fixed by arbitration pursuant to the then existing rules of
the
American Arbitration Association.
Accepted this 30th Day of October, 1998 by
/s/ Maxine Benedict
- --------------------------
Secretary