NET-FORCE SYSTEMS INC.
ANTIGUA AND BARBUDA
The International Business Corporations Act, 1982
No. 28 of 1982 Cap. 222 Vol. 5 of the Revised Laws of Antigua 1992 Edition
A Company Limited by Shares
BY-LAWS
OF
NET-FORCE SYSTEMS INC.
PRELIMINARY
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In these By-Laws, if not inconsistent with the subject or context, the words
hereinafter stated shall bear the meanings opposite to them.
THE CORPORATION The above-named Corporation
THE ACT The International Business Corporations Act, 1982 No. 28
of 1982, and every other Act for the time being in force
concerning corporations and affecting the Corporation.
THESE PRESENTS These By-Laws as originally framed, or as from
time to time amended or altered by special resolution.
THE REGISTER The Register of shareholders to be kept as required
by Section 130 of the Act.
OFFICE The Registered Office for the time being of the
Corporation.
THE BOARD The Board of Directors for the time being of the
Corporation.
ORDINARY RESOLUTION A resolution passed by a majority of the shares entitled
to vote.
1. Shares and Share Capital
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1.1 Issuance
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The issue or allotment of shares shall be under the control of the Board
which may issue the whole or any portion thereof with such referred, deferred,
special or limited rights as it may think fit.
1.2 Alteration of Capital
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The Corporation may from time to time by ordinary resolution increase the
share capital by such sum to be divided into shares of such amount as the
resolution shall prescribe. The Corporation may by ordinary resolution:
a. Consolidate and divide all or any portion of its share capital into
shares of larger amount than its existing shares;
b. Sub-divide its existing shares, or any of them, into shares of smaller
amount that is fixed by the Articles of Incorporation subject, nevertheless, to
the provisions of the Act;
c. Cancel any shares which, at the date of the passing of the resolution,
have not been taken up or agreed to be taken up by any person.
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NET-FORCE SYSTEMS INC.
Subject to the provisions of the Act, the Corporation may by special
resolution reduce its share capital, any capital redemption reserve fund or any
share premium account.
2. Share Certificates and Register
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2.1 Certificates
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Certificates representing shares of the Corporation shall be in such form
as shall be determined by the directors. Such certificates shall be signed by a
director. All certificates for shares shall be consecutively numbered or
otherwise identified. Certificates may be issued to bearer or in registered
form. Bearer certificates shall be marked as not transferable to residents of
Antigua and Barbuda.
2.2 Register
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The number of shares, the date of issue, the consideration paid, and the
serial number of each bearer or registered certificate shall be entered on the
Register of the Corporation. In the case of registered shares, the name and
address of the holder shall also be entered on said register.
2.3 Lost or Damaged Certificate
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In the case of a lost, destroyed or mutilated certificate, a new one may be
issued therefore upon such terms and indemnity to the Corporation as the Board
may prescribe.
3. Transfer of Shares
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3.1 Transfer
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Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the Register
of the Corporation.
3.2 Record Owner
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The Corporation shall be entitled to treat the holder on record of any
registered share as the holder in fact thereof, and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the Act.
4. Fiscal Year
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The fiscal year of the Corporation shall begin on the 1st day of January
each year.
5. Dividends
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The Board 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.
6. Seal
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The Board may provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation, the place of
incorporation and the year of incorporation.
7. Meetings
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7.1 Annual Directors' Meeting
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NET-FORCE SYSTEMS INC.
The annual Directors' Meeting of the Corporation shall be held no more than
four (4) months from the date of registration of the Corporation at such place
within Antigua and Barbuda as the Board may determine.
7.2 Annual Shareholders' Meeting
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An Annual Shareholders' Meeting of the Corporation shall be held every year
after the incorporation of the Corporation at such time and place within Antigua
and Barbuda as shall from time to time be prescribed by the Board.
7.3 Special Shareholders' Meeting
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The Board may, whenever it thinks fit, convene a Special Shareho9lders'
Meeting. The Board shall also on the requisition of the holders of not less than
one-twentieth (1/20) of the issued share capital of the Corporation proceed to
convene a special Shareholders' Meeting of the Corporation.
7.4 Proceedings
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All business shall be deemed special that is transacted at a Special
Shareholders' Meeting, and also that is transacted at any Annual Shareholders'
Meeting, with the exception of the consideration of the accounts and auditor's
report, if any, the election of directors and the reappointment of any incumbent
auditor.
7.5 Quorum
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No business shall be transacted at any shareholders' meeting unless a
quorum of shareholders is present at the time when the meeting proceeds to
business. Save as is herein otherwise provided, shareholders present in person
or by proxy representing a majority of the Corporation's shares shall constitute
a quorum.
7.6 Chairman
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All meetings shall be chaired by a Director appointed by the Board to act
as Chairman.
7.7 Minutes
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Minutes of the proceedings of every Annual Shareholders' Meeting shall be
kept, and shall be signed by the Chairman of the same meeting, or by the
Chairman of the next succeeding meeting, and the same, when so signed, shall be
conclusive evidence of all such proceedings and of the proper election of the
Chairman.
7.8 Votes of Shareholders
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Subject to any rights or restrictions for the time being attached to any
class or classes of shares, every shareholder shall have one vote for each share
of which he is the holder. All elections for directors shall be decided by
majority vote; all other questions shall be decided by majority vote except as
otherwise required by the Act.
7.9 Informal Action by Shareholder
------------------------------
Unless otherwise provided by law, 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, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
7.10 Proxies
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Votes may be given either personally or by proxy. The instrument appointing
a proxy shall be in writing under the hand of the appointer or his attorney duly
authorized in writing, or if the appointer is a corporation, either under seal
or under the hand of an officer or attorney duly authorized. A proxy need not be
a shareholder of the Corporation. The instrument appointing a proxy and the
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NET-FORCE SYSTEMS INC.
power of attorney or other authority, if any, under which it is signed or a
certified copy of that power of attorney shall be deposited at the office or at
such other place within Antigua as is specified for that purpose in the notice
convening the meeting.
7.11 Notice of Meeting
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Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less that Twenty-One (21) days before the date
of the meeting, either personally by mail or facsimile, to each shareholder on
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
7.12 Waiver of Notice
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Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder, 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.
8. Directors
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8.1 Number of Directors
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Unless and until the Corporation in a General or Special Shareholders'
Meeting shall otherwise determine, the number of Directors shall be five. Each
director shall hold office unless removed as provided in these presents, until
the next Annual Shareholders' Meeting and until his successor shall have been
elected.
8.2 Remuneration of Directors
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Each of the Directors shall be paid out of the funds of the Corporation
such remuneration for his services as a director as the Corporation is an Annual
Shareholders' Meeting may from time to time determine. The directors may also be
paid all traveling, hotel and other expenses properly incurred by them in
attending and returning from meetings of the directors or any committee of the
directors or meetings of the Corporation or in connection with the business of
the Corporation.
8.3 Directors with Other Offices and Interests
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A director may hold any other office or place of profit under the
Corporation and he or any firm of which he is a member may act in a professional
capacity for the Corporation in conjunction with his office of director of the
Corporation for such period and in such terms as to remuneration and otherwise
as the Board may determine. No director or intending director shall be
disqualified by his office from contracting with the Corporation, either with
regard thereto, as a vendor, purchaser or otherwise, nor shall any such
contract, or any contract or arrangement entered into by or on behalf of the
Corporation in which any director so contracting or being so interested be
liable to account to the Corporation for any profit realized by any such
contract or arrangement by reason of such director holding such office, or of
the fiduciary relationship thereby established so long as the director notifies
the Corporation in accordance with the requirements of the Act. To the extent
permitted by the Act, any director may vote as a director or shareholder in
respect of any such contract or arrangement; provided that such director must
disclose his interest in the contract or arrangement, the contract or
arrangement must be entered into by the Corporation in an Annual or Special
Shareholders' Meeting, and before the contract or arrangement is so entered
into, the directors must disclose their interests to the meeting.
8.4 Proceedings of the Board
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The Board at the request of any Director may meet together for the dispatch
of business, adjourn and otherwise regulate their meetings as it thinks fit.
8.5 Executive Committee
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NET-FORCE SYSTEMS INC.
The Board at a duly constituted meeting may by a resolution appoint a
committee from among themselves to be known as an executive committee.
This committee may perform such acts in the name of the Board in the same
fashion as if the Board had acted. The limits of the executive committee's acts
shall be prescribed by resolution of the Board. The powers of this committee may
be changed from time to time by subsequent resolution of the Board.
8.6 Quorum
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The quorum necessary for the transaction of the business of the Board may
be fixed by the Board, and unless so fixed shall be one-half (1/2) of the number
of persons then serving as directors. The quorum of any committee of the Board
shall be fixed by the meeting of the Board appointing such committee and, if not
so fixed, then such quorum shall be fixed by the members of such committee.
8.7 Voting
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Every question at a meeting of the Board shall (except where otherwise
provided by the Board) shall be determined by a majority of the votes of the
Directors present, every director having one (1) vote.
8.8 Action without a Meeting
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A resolution may be adopted without any meeting of the Board or of a
committee if evidenced by writing under the hands of all the directors or of all
the members of such committee, and such writing shall be as valid and effectual
as a resolution duly passed at a meeting of the Board or such committee.
8.9 Powers of the Board
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The business of the Corporation shall be managed by the Board, who may
exercise all such powers of the Corporation as are not by the Act or by these
By-Laws required to be exercised by the Corporation in an Annual Shareholders'
Meeting, subject nevertheless to any regulation of these By-Laws, to the
provisions of the Act as may be prescribed by special resolution of the
Corporation, but no regulation so made by the Corporation shall invalidate any
prior act of the Board which would have been valid if such regulation had not
been made. The general powers given by this by-law shall not be limited or
restricted by any special authority or power given to the Board by any other
By-Law.
8.10 Appointment of Attorney
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The Board may from time to time and at any time, by powers of attorney,
appoint any corporation, firm or person to be the attorneys of the Corporation
for the purpose of executing deeds on behalf of the Corporation in or outside
Antigua and Barbuda and for such periods and subject to such conditions as they
may think fit, and any such power of attorney may contain such provisions for
the protection of persons dealing with any such attorney as the Board may think
fit, and may also authorize any such attorney to sub-delegate all or any of the
powers, authorities and discretion vested in him.
8.11 Removal of Director
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Any director may be removed by a majority vote of the shareholders.
8.12. Resignation of Director
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A director may resign at any time by giving written notice to the Board.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board and the acceptance of the resignation shall not be
necessary to make it effective.
8.13 Presumption of Assent
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NET-FORCE SYSTEMS INC.
A director of the Corporation who is present at a meeting of the 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 or 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 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.
9. Officers
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9.1 Number
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The officers of the Corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Directors. Any two or more offices may be held by the same
person.
9.2 Election and Term of Office
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The officers of the Corporation to be elected by the Board shall be elected
annually at the first meeting of the Board after each Annual Meeting of the
shareholders. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
9.3 Removal
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Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in their judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
9.4 Vacancies
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A vacancy in any office because of death, resignation, removal or
disqualification, may be filled by the Board for the unexpired portion of the
term.
9.5 President
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The President shall be the principal executive officer of the Corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business affairs of the Corporation. He may sign, with the
secretary or any other proper officer of the Corporation thereunto authorized by
the directors, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these By-Laws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
9.6 Secretary
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The secretary shall keep the minutes of the shareholders' and of the
directors' meeting in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these By-Laws or as
required, and be custodian of the Corporate records.
9.7 Treasurer
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If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
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NET-FORCE SYSTEMS INC.
banks, trust companies or other depositories as shall be selected in accordance
with these By-Laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the Board.
9.8 Salaries
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The salaries of the officers shall be fixed from time to time by the Board
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the Corporation.
10. Accounts
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The Board shall cause to be kept such books of account as are necessary to
comply with the provisions of the Act. The books of account shall be kept at the
office or at such other place as the Board thinks fit, and shall always be open
to the inspection of the Board. Any director or shareholder shall have the right
to inspect any account or book or document of the Corporation. The Board shall
from time to time in accordance with the provisions of the Act cause to be
prepared and to be laid before an Annual Shareholders' Meeting such profit and
loss accounts, balance sheets and reports as may be necessary.
11. Auditors
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Auditors may be appointed and their duties regulated in accordance with the
provisions of the Act. Subject to the provisions of the Act, all acts done by
any person acting as an auditor shall, as regards all persons dealing in good
faith with the Corporation, be valid, notwithstanding that there was some defect
in his appointment or that he was at the time of his appointment not qualified
for appointment.
12. Liquidation
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If the Corporation shall be wound up (whether the liquidation be voluntary,
under the supervision of or by the Court) the Liquidator may, with the required
authority, divide among the shareholders in specie or kind the whole or any part
of the assets of the Corporation, and whether or not the assets shall consist of
property of one kind or properties of different kinds, and may for such purpose
set such value as he deems fair upon one or more or classes of property, and may
determine how such different classes of shareholders. The Liquidator may, with
the like authority, vest any part of the assets in trustees upon such trusts for
the benefit of shareholders as the Liquidator with the like authority shall
think fit, and the liquidation of the Corporation may be closed and the
Corporation dissolved.
13. Amendments
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These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by a vote of the shareholders representing a majority of all the shares
issued and outstanding, at any Annual Shareholders' Meeting or at any Special
Shareholders' Meeting when the proposed amendment has been set out in the notice
of such meeting.
14. Initial Directors
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The initial Board of Directors shall be composed of:
Terry G. Bowering
Douglas N. Bolen
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