ORGANIC SOILS.COM, INC.
-----------------------
By-Laws
-------
ARTICLE I MEETINGS OF STOCKHOLDERS
- ------------------------------------
1. Stockholders meetings shall be held in the office of the
Corporation, at Carson City, NV, or at such other place or places as the
directors shall from time to time determine.
2. The annual meeting of the Stockholders of this Corporation shall be
held at 11 A.M., on the 19th. day of January of each year beginning in 2001, at
which time there shall be elected by the Stockholders of the Corporation a Board
of Directors for the ensuing year, and the Stockholders shall transact such
other business as shall properly come before them.
3. A notice setting out the time and place of such annual meeting shall
be mailed postage prepaid to each of the Stockholders of record, at his address
and as the same appears on the stock book of the company, or if no such address
appears, at his last known place of business, at least ten (10) days prior to
the annual meeting.
4. If a quorum is not present at the annual meeting, the Stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each Stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
5. Special meetings of the Stockholders may be called at any time by
the President; by all of the Directors provided there are no more than three, or
if more than three, by any three Directors; or by the holder of a majority share
of the capital stock of the Corporation. The Secretary shall send a notice of
such called meeting to each Stockholder of record at least ten (10) days before
such meeting, and such notice shall state the time and place of the meeting, and
the object thereof. No business shall be transacted at a special meeting except
1
as stated in the notice to the Stockholders, unless by unanimous consent of all
the Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.
6. A majority of the stock issued and outstanding, either in
person or by proxy, shall constitute a quorum for the transaction of business at
any meeting of the Stockholders.
7. Each Stockholder shall be entitled to one vote for each share
of stock in his own name on the books of the company, whether represented in
person or by proxy.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at all
meetings of the Stockholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the
minutes of the previous meeting
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
ARTICLE II STOCK
- ------------------
1. Certificates of stock shall be in a form adopted by the Board
of Directors and shall be signed by the President and Secretary of the
Corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of shares and the
date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement theron
shall be surrendered by cancellation and new certificates issued to the
purchaser or assignee.
2
ARTICLE III DIRECTORS
- -----------------------
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one year, and Directors may
be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation
or other causes shall be filled by the remaining Director or Directors choosing
a Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1 P.M.,
on the 19th. day of January of each year beginning in 2001 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
call when executed by a majority of the Directors of the company. A majority of
the Directors shall constitute a quorum.
4. The Directors have the general management and control of the
business and affairs of the company and shall exercise all the powers that may
be exercised or performed by the Corporation, under the statutes, the Articles
of Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.
5. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.
3
ARTICLE IV OFFICERS
- ---------------------
1. The officers of this company shall consist of: a President,
one or more Vice President(s), Secretary, Treasurer, Resident Agent, and such
other officers as shall, from time to time, be elected or appointed by the Board
of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President
during the absence or disability of the President and shall have such powers and
such duties as may be assigned to him from time to time by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as required by
the By-Laws, shall keep a record of the minutes of the proceedings of the
meetings of the Stockholders and Directors, shall have charge of the corporate
books, and shall make such reports and perform such other duties as are incident
to his office, or properly required of him by the Board of Directors. He shall
be responsible that the corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and maintain, any and all amendments or changes to the By-Laws of the
Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicated stock ledger specified
in the section is kept.
4