NET-FORCE SYSTEMS INC.
ANTIGUA AND BARBUDA
The International Business Corporation Act, Cap 222
A Company Limited By Shares
BY-LAWS
OF
NET FORCE ENTERTAINMENT INC.
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PRELIMINARY
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In these and other by-laws of the Company, unless the context otherwise
requires-
"Act" means the International Business Corporation Act, Cap 222, as from
time to time amended any other enactment for the time being in force substituted
therefore;
"Board" means the board of directors for the time being of the Company;
"Company" means the above-named Company;
"ordinary resolution" means a resolution passed by a majority of the shares
entitled to vote;
"office" means the registered office for the time being of the Company; and
"Register" means the register of shareholders to be kept as required by
section 130 of the Act.
Unless the context otherwise requires, words and expressions defined in the Act
have the same meanings when used in these By- Laws in particular,
(a) words importing the singular number include the plural and vice-versa;
(b) words importing gender include the masculine, feminine and neuter
genders; and
(c) words importing a person include an individual, partnership,
association and body corporate and a trustee, executor, administrator and other
personal representative of any person.
I
SHARES AND SHARE CAPITAL
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1.1 ISSUANCE. 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 preferred,
deferred, special or limited rights as it may think fit.
1.2 PREEMPTIVE RIGHTS. All new issue of unissued shares of whatever kind shall
be offered To the shareholders in proportion to the normal value of existing
shares held by them, And such offer shall be made by notice specifying the
number of shares to which the shareholder is entitled and limiting a time within
which the offer, if not accepted, will be deemed to be declined; and after the
expiration of such time or on the receipt of an indication from the shareholders
to whom such notice is given that declines to accept the shares so offered, the
Board may dispose of the same in such manner as it deems most beneficial to the
Company.
1.3 ALTERATION OF CAPITAL. The Company 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 Company may by ordinary
resolution:
Registration Statement Page 110
NET-FORCE SYSTEMS INC.
(a) Consolidate and divide all or any portion of its share capital into
shares of Larger amount than it's existing shares;
(b) Sub-divide it's existing shares, or any of them, into shares of
smaller amount Than 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.
Subject to the provisions of the Act, the Company may by special resolution
reduce Its share capital, any capital redemption reserve fund or any premium
account.
II
SHARE CERTIFICATES AND REGISTER
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2.1 CERTIFICATES. Certificates representing shares of the Company 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. The number of shares, the date of issue, the consideration paid,
and the Serial number of each bearer or registered share certificates shall be
entered on the Register Of the Company. 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. In the case of a lost, destroyed or mutilated
certificate, a New one may be issued therefor upon such terms and indemnity to
the Company as the Board may prescribe.
III
TRANSFER OF SHARES
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3.1 TRANSFER. Upon surrender to the Company or the transfer agent of the
Company 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 Company 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 Company. 3.2 Record Owner. The Company shall be entitled to
treat the holder of 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 threof, except as expressly provided
by the Act.
IV
FINANCIAL YEAR
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4.1 The financial year of the company shall begin on the 1st day of January
each year.
V
DIVIDENDS
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5.1 The Board may from time to time declare, and the Company may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.
VI
SEAL
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6.1 The board may provide a corporate seal which shall have inscribed thereon
the name of the Company, the place of incorporation and year of incorporation.
Registration Statement Page 111
NET-FORCE SYSTEMS INC.
VII
MEETINGS
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7.1 ANNUAL DIRECTORS' MEETING. The Annual Director's Meeting of the Company
shall be held no more than four months from the date of registration of the
Company and at such place within Antigua And Barbuda as the Board may determine.
7.2 ANNUAL SHAREHOLDERS' MEETING. An annual Shareholders' Meeting of the
Company shall be held every year after the incorporation of the Company 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. The Board may, whenever it thinks fit,
convene a Special Shareholders' Meeting. The Board shall also on the requisition
of the holders of not Less than one-twentieth of the issued share capital of the
Company proceed to convene a Special Shareholders' Meeting of the Company.
7.4 PROCEEDINGS. 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 re- appointment
of any incumbent auditor.
7.5 QUORUM. 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 Company's shares shall constitute a
quorum.
7.6 CHAIRMAN. All meetings shall be chaired by a Director appointed by the
Board to act as Chairman.
7.7 MINUTES. 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 proceeding and of the proper election of the
chairman.
7.8 VOTES OF SHAREHOLDERS. 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 divided by majority vote; all other question 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. Votes may be given either personally or by proxy. The instrument
appointing a proxy shall be in writing under the hand of the appointee or his
attorney duly authorized in writing, or if the appointee 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 Company. The instrument appointing a proxy and
the power of attorney or other authority, if any, under which it is signed or a
certified copy of that power or authority shall be deposited at the office or at
such other place within Antigua and Barbuda as is specified for that purpose in
the notice convening the meeting.
7.10 NOTICE OF MEETING. 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 than twenty-one
days before the date of the meeting, either personally or by mail, to each
shareholder of 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
company, with postage thereon prepaid.
7.11 WAIVER OF NOTICE. 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.
Registration Statement Page 112
NET-FORCE SYSTEMS INC.
VIII
DIRECTORS
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8.1 NUMBER OF DIRECTORS. Unless and until the Company in a General or Special
Shareholders' Meeting shall otherwise determine, the number of directors shall
be two. 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. Each of the directors shall be paid out of the
funds of the Company such remuneration for his services as a director as the
Company in an Annual Shareholders' Meeting may from time to time determine. The
directors may also be paid travelling, 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 company in connection with the
business of the Company.
8.3 DIRECTORS WITH OTHER OFFICES AND INTERESTS. A director may hold any other
office or place of profit tinder the Company and he or any firm of which he is a
member may act in a professional capacity for the Company in conjunction with
his office of director of the Company for such period and on 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 Company,
either with regard thereto, or as vendor, purchaser or otherwise, nor shall any
such contract, or any contract or arrangement entered into by or on behalf of
the Company in which any director is in any way interested, be liable to be
avoided, nor shall any director so contracting or being so interested be liable
to account to the Company for any profit realized by way of 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 Company in
accordance with the requirements of the Act. To the extent permitted by the Act,
any director may vote as director or shareholder in respect of any such contract
or arrangement; provided that such director must disclose his interest to his
co-directors, and if all the directors be interested in the contract or
arrangement, the contract or arrangement must be entered into by the Company 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. 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. 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. 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 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. Every question at a meeting of the Board shall (except where
otherwise provided by the Board) be determined by a majority of the votes of the
directors present, every director having one vote.
8.8 ACTION WITHOUT A MEETING. A resolution may be adopted without any meeting
of the Board or of a committee if evidenced by writing tinder 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. The business of the Company shall be managed by, the
Board, who may exercise all such powers of the Company as are not by the Act or
these By-Laws required to be exercised by the Company in an Annual Shareholders'
Meeting, subject nevertheless to any regulations of these By-Laws, to the
provisions of the Act and to such regulations being not inconsistent with the
provisions of the Act as may be prescribed by special resolution of the Company,
but no regulation so made by the Company shall invalidate any prior act of the
Registration Statement Page 113
NET-FORCE SYSTEMS INC.
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. The Board may from time to time and at any time,
by power of attorney, appoint any company, firm or person to be the attorney or
attorneys of the Company for the purpose of executing deeds on behalf of the
Company 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 discretions vested in
him.
8.11 REMOVAL OF DIRECTOR. Any director may be removed by a majority vote of the
shareholders.
8.12 RESIGNATION OF DIRECTOR. 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. A director of the Company who is present at a
meeting of the directors at which action on any company 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 rile 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 Company immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favour
of such action.
IX
OFFICERS
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9.1 NUMBER. The officers of the Company shall be 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. The officers of the Company to be elected by
the Board shall be elected annually at the first meeting of the Board held 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. Any officer or agent elected or appointed by the Board may be
removed by the Board whenever in their judgement the best interests of the
Company 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. 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. The president shall be the principal executive officer of the
Company and, subject to the control of the directors, shall in general supervise
and control all of the business and affairs of the Company. He may sign, with
the secretary or any other proper officer of the Company 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 Company, 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. The secretary shall keep the minutes of the shareholders' and of
the directors' meetings 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 Company records.
Registration Statement Page 114
NET-FORCE SYSTEMS INC.
9.7 TREASURER. 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 Company; receive and give
receipts for moneys due and payable to the Company from any source whatsoever,
and deposit all such moneys in the name of the Company in such banks, trust
companies or other depositories as shall be selected in accordance with these
By-Laws and in general perform all of the duties as from time to time may be
assigned to him by the President or by the Board.
9.8 SALARIES. 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 Company.
X
ACCOUNTS
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10.1 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 Company. 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.
XI
AUDITORS
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11.1 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 Company, 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.
XII
LIOUIDATION
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12.1 If the Company 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 Company, 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 division shall be carried out as between shareholders or
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 Company may be closed and the Company dissolved.
XIII
AMENDMENTS
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13.1 These By-Laws may be altered, amended or replaced 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.
XIV
INITIAL DIRECTORS
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14.1 The initial Board of Directors shall be composed of the following
members;-
ASDAK INC.
NET FORCE ENTERTAINMENT INC
Nevis Street, St.John's, Antigua
Registration Statement Page 115
NET-FORCE SYSTEMS INC.
RESOLUTION OF SOLE SHAREHOLDER
IT IS RESOLVED THAT
(1) Asdak Inc be removed as a director of the company with immediate effect.
(2) the following persons be appointed as directors of the company with
immediate effect:
Terry G. Bowering
Douglas N. Bolen
Dated the "17th" day of August 1999
NET FORCE SYSTEMS INC
By "Terry G. Bowering"
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Registration Statement Page 116