Exhibit 3.2
BYLAWS
OF
CALCITE CORP.
Article 1. Offices
1.1 Business Office.
The principal business office ("principal office") of the
corporation shall be located at any place either inside or outside the
State of Nevada as designated in the corporation's most current Annual
Report filed with the Nevada Secretary of State. The corporation may have
such other offices, either inside or outside the State of Nevada, as the
Board of Directors may designate or as the business of the corporation may
require from time to time. The corporation shall maintain at its principal
office a copy of certain records, as specified in Section 2.14 of Article
2.
1.2 Registered Office.
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal office,
provided the principal office is located within Nevada. The address of the
registered office may be changed from time to time by the Board of
Directors.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting.
The annual meeting of the shareholders shall be held in March
of each year, or at a date and time fixed by the Board of Directors,
for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the State of Nevada, such
meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
subsequent continuation after adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as convenient.
2.2 Special Shareholder Meetings.
Special meetings of the shareholders, for any purpose or
purposes described in the notice of meeting, may be called by the
president, or by the Board of Directors, and shall be called by the
president at the request of the holders of not less than one-tenth of
all outstanding shares of the corporation entitled to vote on any issue
at the meeting.
2.3 Place of Shareholder Meetings.
The Board of Directors may designate any place, either inside
or outside the State of Nevada, as the place for any annual or any
special meeting of the shareholders, unless by written consent, which
may be in the form of waivers of notice or otherwise, all shareholders
entitled to vote at the meeting designate a different place, either
inside or outside the State of Nevada, as the place for the holding of
such meeting. If no designation is made by either the Board of
Directors or unanimous action of the voting shareholders, the place of
meeting shall be the principal office of the corporation in the State
of Nevada.
2.4 Notice of Shareholder Meeting.
Notices of shareholders meetings shall be given as follows:
(a) Required Notice. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the Board
of Directors, or other persons calling the meeting, to each shareholder of
record entitled to vote at such meeting and to any other shareholder
entitled by N.R.S. Ch. 78, the laws of the State of Nevada governing
corporations (the "Act"), or the Articles of Incorporation to receive
notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his/her/its address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid; (2) on the date
shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 calendar days after deposit in the
United States mail, if mailed postpaid and correctly addressed to an
address, provided in writing by the shareholder, which is different from
that shown in the corporation's current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, and place if the new date, time, and place is announced at the
meeting before adjournment. But if a new record date for the adjourned
meeting is, or must be fixed (see Section 2.5 of this Article 2) then
notice must be given pursuant to the requirements of paragraph (a) of this
Section 2.4, to those persons who are shareholders as of the new record
date.
(c) Waiver of Notice. A shareholder may waive notice of the meeting
(or any notice required by the Act, Articles of Incorporation, or Bylaws),
by a writing signed by the shareholder entitled to the notice, which is
delivered to the corporation (either before or after the date and time
stated in the notice) for inclusion in the minutes of filing with the
corporate records.
A shareholder's attendance at a meeting:
(i) waives objection to lack of notice or defective notice of
the meeting unless the shareholder, at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting; and
(ii) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder object to consideration of the
matter when it is presented.
(d) Contents of Notice. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which
the meeting is called. Except as provided in this Section 2.4(d), or as
provided in the corporation's articles, or otherwise in the Act, the
notice of an annual shareholder meeting need not include a description of
the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the Articles of Incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by, respectively, a copy or summary of the: (a) articles of
amendment; (b) plan of merger or share exchange; and (c) transaction for
disposition of all, or substantially all, of the corporation's property. If the
proposed corporate action creates dissenters' rights, as provided in the Act,
the notice must state that shareholders are, or may be entitled to assert
dissenters' rights, and must be accompanied by a copy of relevant provisions of
the Act. If the corporation issues, or authorizes the issuance of shares for
promissory notes or for promises to render services in the future, the
corporation shall report in writing to all the shareholders the number of shares
authorized or issued, and the consideration received with or before the notice
of the next shareholder meeting. Likewise, if the corporation indemnifies or
advances expenses to an officer or a director, this shall be reported to all the
shareholders with or before notice of the next shareholder meeting.
2.5 Fixing of Record Date.
For the purpose of determining shareholders of any voting group entitled
to notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. Such record date shall
not be more than 70 days prior to the date on which the particular action
requiring such determination of shareholders entitled to notice of, or to vote
at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution. The record date for determination of such shareholders
shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the Board of Directors or any person specifically
authorized by the Board of Directors or these Bylaws to call a meeting, the day
before the first notice is given to shareholders;
(b) With respect to a special shareholder meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the Board of
Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting pursuant to
Article 2, Section 2.12), the first date any shareholder signs a consent; and
(e) With respect to a distribution to shareholders, (other than one
involving a repurchase or reacquisition of shares), the date the Board of
Directors authorizes the distribution. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made, as provided in
this section, such determination shall apply to any adjournment thereof unless
the Board of Directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.
If no record date has been fixed, the record date shall be the date the written
notice of the meeting is given to shareholders.
2.6 Shareholder List.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall, at least ten (10) days before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
each meeting of shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list must be arranged by class or
series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at a place in the
city where the meeting is to be held, as set forth in the notice of meeting. A
shareholder, his/her/its agent, or attorney is entitled, on written demand, to
inspect and, subject to the requirements of Section 2.14 of this Article 2, to
copy the list during regular business hours and at his/her/its expense, during
the period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.
2.7 Shareholder Quorum and Voting Requirements.
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
shareholders. If less than a majority of the outstanding shares are 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 notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.
If a quorum exists, a majority vote of those shares present and voting at
a duly organized meeting shall suffice to defeat or enact any proposal unless
the Statutes of the State of Nevada, the Articles of Incorporation or these
Bylaws require a greater-than-majority vote, in which event the higher vote
shall be required for the action to constitute the action of the corporation.
2.8 Increasing Either Quorum or Voting Requirements.
For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting group be
present to constitute a quorum; and a "supermajority" voting requirement is any
requirement that requires the vote of more than a majority of the affirmative
votes of a voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
Articles of Incorporation, may adopt, amend, or delete a Bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a Bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote required to take action under
the quorum and voting requirement then if effect or proposed to be adopted,
whichever is greater.
A Bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the Board of Directors.
2.9 Proxies.
At all meetings of shareholders, a shareholder may vote in person, or vote
by written proxy executed in writing by the shareholder or executed by
his/her/its duly authorized attorney-in fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise specifically provided in the
proxy or coupled with an interest.
2.10 Voting of Shares.
Unless otherwise provided in the articles, each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without the transfer of such shares
into his/her/its name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but trustee shall be entitled to vote shares
held by him without transfer of such shares into his/her/its name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his/her/its name if authority to do
so is contained in an appropriate order of the Court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares are transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
2.11 Corporation's Acceptance of Votes.
The Corporation shall accept votes as follows:
(a) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the corporation, if acting
in good faith, is nevertheless entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder if:
(i) the shareholder is an entity, as defined in the Act, and the
name signed purports to be that of an officer or agent of the entity;
(ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the corporation
has been presented with respect to the vote, consent, waiver, or proxy
appointment;
(iii) the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation requests, evidence of
this/her/its status acceptable to the corporation has been presented with
respect to the vote, consent, waiver or proxy appointment;
(iv) the name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder has been presented with respect to the vote, consent, waiver, or
proxy appointment; or
(v) the shares are held in the name of two or more persons as
co-tenants or fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to be acting on behalf
of all the co-owners.
(vi) The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.
(vii) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this Section 2.11 are not liable in damages to
the shareholder for the consequences of the acceptance or rejection.
(viii) Corporation action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is valid unless a
court of competent jurisdiction determines otherwise.
2.12 Informal Action by Shareholders.
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by shareholders holding a
majority of the shares entitled to vote with respect to the subject matter
thereof, unless a "supermajority" vote is required by these Bylaws, in which
case a "supermajority" vote will be required. Such consent shall be delivered to
the corporation secretary for inclusion in the minute book. Written notice of
any action taken by consent shall be sent to all shareholders of record as of
the date of such consent action. A consent signed under this Section has the
full effect of a formal vote at a meeting and may be described as such in any
document.
2.13 Voting for Directors.
Unless otherwise provided in the Articles of Incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
2.14 Shareholders' Rights to Inspect Corporate Records.
Shareholders shall have the following rights regarding inspection of
corporate records:
(a) Minutes and Accounting Records - The corporation shall keep, as
permanent records, minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the
corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office -
If a shareholder gives the corporation written notice of a demand at least five
(5) business days before the date on which he/she/it wishes to inspect and copy,
he/she/it, or his/her/its agent or attorney, has the right to inspect and copy,
at the shareholder's sole expense, during regular business hours, any of the
following records, all of which the corporation is required to keep at its
principal office:
(i) its Articles or restated Articles of Incorporation and all
amendments currently in effect;
(ii) its Bylaws or restated Bylaws and all amendments currently in
effect; and
(iii) resolutions adopted by its Board of Directors creating one or
more classes or series of shares, and fixing their relative rights, preferences
and imitations, if shares issued pursuant to those resolutions are issued and
outstanding.
(c) Copy Costs - The right to copy records includes, if reasonable, the
right to receive copies made by photographic, xerographic, or other means. The
corporation may impose a reasonable charge, to be paid by the shareholder on
terms set by the corporation, in its sole discretion, from time to time,
covering the costs of labor and material incurred in making copies of any
documents provided to the shareholder.
2.15 Financial Statements Shall Be Furnished to the Shareholders.
(a) The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year, unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements for the shareholders must
also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public
accountant, his/her/its report must accompany them. If not, the statements must
be accompanied by a statement of the president or the person responsible for the
corporation's accounting records:
(i) stating his/her/its reasonable belief that the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation; and
(ii) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.
(c) A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.
2.16 Dissenters' Rights.
Each shareholder shall have the right to dissent from and obtain payment
for his/her/its shares when so authorized by the Act, Articles of Incorporation,
these Bylaws, or a resolution of the Board of Directors.
2.17 Order of Business.
The following order of business shall be observed at all meetings of the
shareholders, as applicable and so far as practicable:
(a) Calling the roll of officers and directors present and
determining shareholder quorum requirements;
(b) Reading, correcting and approving of minutes of previous
meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers.
Unless the Articles of Incorporation have dispensed with or limited the
authority of the Board of Directors by describing who will perform some or all
of the duties of a Board of Directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of the Board of Directors.
3.2 Number, Tenure and Qualification of Directors.
Unless otherwise provided in the Articles of Incorporation, the authorized
number of directors shall be not less than 1 (minimum number) nor more than 9
(maximum number). The initial number of directors was established in the
original Articles of Incorporation. The number of directors shall always be
within the limits specified above, and as determined by resolution adopted by
the Board of Directors. After any shares of this corporation are issued, neither
the maximum nor minimum number of directors can be changed, nor can a fixed
number be substituted for the maximum and minimum numbers, except by a duly
adopted amendment to the Articles of Incorporation duly approved by a majority
of the outstanding shares entitled to vote. Each director shall hold office
until the next annual meeting of shareholders or until removed. However, if
his/her/its term expires, he shall continue to serve until his/her/its successor
shall have been elected and qualified, or until there is a decrease in the
number of directors. Unless required by the Articles of Incorporation, directors
do not need to be residents of Nevada or shareholders of the corporation.
3.3 Regular Meetings of the Board of Directors.
A regular meeting of the Board of Directors shall be held without other
notice than this Bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution. (If permitted by Section 3.7, any regular meeting
may be held by telephone).
3.4 Special Meeting of the Board of Directors.
Special meetings of the Board of Directors may be called by or at the
request of the president or any one director. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Nevada, as the place for holding any special
meeting of the Board of Directors or, if permitted by Section 3.7, any special
meeting may be held by telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the Board of
Directors.
Unless the Articles of Incorporation provide for a longer or shorter
period, notice of any special meeting of the Board of Directors shall be given
at least two days prior thereto, either orally or in writing. If mailed, notice
of any director meeting shall be deemed to be effective at the earlier of: (1)
when received; (2) five days after deposited in the United States mail,
addressed to the director's business office, with postage thereon prepaid; or
(3) the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
director. Notice may also be given by facsimile and, in such event, notice shall
be deemed effective upon transmittal thereof to a facsimile number of a
compatible facsimile machine at the director's business office. Any director may
waive notice of any meeting. Except as otherwise provided herein, the waiver
must be in writing, signed by the director entitled to the notice, and filed
with the minutes or corporate records. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business and at the beginning of the meeting, or promptly upon his/her/its
arrival, objects to holding the meeting or transacting business at the meeting,
and does not thereafter vote for or assent to action taken at the meeting.
Unless required by the Articles of Incorporation or the Act, neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
3.6 Director Quorum.
A majority of the number of directors fixed, pursuant to Section 3.2 of
this Article 3, shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless the Articles of Incorporation or the
Act require a greater number for a quorum.
Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article 3.
Once a quorum has been established at a duly organized meeting, the Board
of Directors may continue to transact corporate business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
3.7 Actions By Directors.
The act of the majority of the directors present at a meeting at which a
quorum is present when the vote is taken shall be the act of the Board of
Directors, unless the Articles of Incorporation or the Act require a greater
percentage. Any amendment which changes the number of directors needed to take
action is subject to the provisions of Section 3.8 of this Article 3.
Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. Minutes of
any such meeting shall be prepared and entered into the records of the
corporation. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he/she objects at the beginning of
the meeting, or promptly upon his/her/its arrival, to holding it or transacting
business at the meeting; or (2) his/her dissent or abstention from the action
taken is entered in the minutes of the meeting; or (3) he/she delivers written
notice of his/her dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation within 24 hours after adjournment
of the meeting. The right of dissent or abstention is not available to a
director who votes in favor of the action taken.
3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the Board
of Directors.
For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office constitute a
quorum; and a "supermajority" voting requirement is one which requires the vote
of more than a majority of those directors present at a meeting at which a
quorum is present to be the act of the directors.
(a) A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(i) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or
(ii) if originally adopted by the Board of Directors, either by the
shareholders or by the Board of Directors.
(b) A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the Board of
Directors may provide that it may be amended or repealed only by a specified
vote of either the shareholders or the Board of Directors.
Subject to the provisions of the preceding paragraph, action by the Board
of Directors to adopt, amend, or repeal a Bylaw that changes the quorum or
voting requirement for the Board of Directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
3.9 Director Action Without a Meeting.
Unless the Articles of Incorporation provide otherwise, any action
required or permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting if all the directors sign a written consent describing
the action taken. Such consents shall be filed with the records of the
corporation. Action taken by consent is effective when the last director signs
the consent, unless the consent specifies a different effective date. A signed
consent has the effect of a vote at a duly noticed and conducted meeting of the
Board of Directors and may be described as such in any document.
3.10 Removal of Directors.
The shareholders may remove one or more directors at a meeting called for
that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the Articles of
Incorporation provide that directors may only be removed for cause. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal.
3.11 Board of Director Vacancies.
Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors, excluding a vacancy resulting from an increase
in the number of directors, the director(s) remaining in office shall fill the
vacancy. If the directors remaining in office constitute fewer than a quorum of
the Board of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If a vacancy results from an increase in the number of directors, only the
shareholders may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled by the Board of Directors
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his/her term
expires, he shall continue to serve until his/her successor is elected and
qualifies or until there is a decrease in the number of directors.
3.12 Director Compensation.
Unless otherwise provided in the Articles of Incorporation, by resolution
of the Board of Directors, each director may be paid his/her/its expenses, if
any, of attendance at each meeting of the Board of Directors, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting of the
Board of Directors, or both. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
3.13 Director Committees.
(a) Creation of Committees. Unless the Articles of Incorporation provide
otherwise, the Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them. Each committee must have two
or more members, who serve at the pleasure of the Board of Directors.
(b) Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken, or (2) the number of directors
required by the Articles of Incorporation to take such action.
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this
Article 3 apply to committees and their members.
(d) Authority. Unless limited by the Articles of Incorporation or the Act,
each committee may exercise those aspects of the authority of the Board of
Directors which the Board of Directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:
(i) authorize distributions to shareholders;
(ii) approve or propose to shareholders any action that the Act
requires be approved by shareholders;
(iii) fill vacancies on the Board of Directors or on any of its
committees;
(iv) amend the Articles of Incorporation;
(v) propose to adopt, amend, or repeal Bylaws;
(vi) approve a plan of merger not requiring shareholder approval;
(vii) authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors; or
(vii) authorize or approve the issuance or sale, or contract for
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares; except that the Board of
Directors may authorize a committee to do so within limits specifically
described by the Board of Directors.
ARTICLE 4. OFFICERS
4.1 Designation of Officers.
The officers of the corporation shall be a president, a secretary, and a
treasurer, each of whom shall be appointed by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary, including any
vice-presidents, may be appointed by the Board of Directors. The same individual
may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office.
The officers of the corporation shall be appointed by the Board of
Directors for a term as determined by the Board of Directors. If no term is
specified, they shall hold office until the first meeting of the directors held
after the next annual meeting of shareholders. If the appointment of officers is
not made at such meeting, such appointment shall be made as soon thereafter as
is convenient. Each officer shall hold office until his/her/its successor has
been duly appointed and qualified, until his/her/its death, or until he resigns
or has been removed in the manner provided in Section 4.3 of this Article 4.
The designation of a specified term does not grant to the officer any
contract rights, and the Board of Directors can remove the officer at any time
prior to the termination of such term.
Appointment of an officer shall not of itself create any contract rights.
4.3 Removal of Officers.
Any officer may be removed by the Board of Directors at any time, with or
without cause. Such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
4.4 President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the Board of Directors, shall generally supervise
and control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the shareholders. He may sign, with the
secretary or any other proper officer of the corporation thereunto duly
authorized by the Board of Directors, certificates for shares of the corporation
and deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed. The president shall
generally perform all duties incident to the office of president and such other
duties as may be prescribed by the Board of Directors from time to time.
4.5 Vice-President.
If appointed, in the absence of the president or in the event of the
president's death, inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their appointment) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. If there is no vice-president, then the
treasurer shall perform such duties of the president. Any vice-president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
Board of Directors. A vice-president shall perform such other duties as from
time to time may be assigned to him by the president or by the Board of
Directors.
4.6 Secretary.
The secretary shall (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, if there is a seal of
the corporation, see that it is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized; (d) when
requested or required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder, as provided to the
secretary by the shareholders; (f) sign with the president, or a vice-resident,
certificates for shares of the corporation, the issuance of which has been
authorized by resolution of the Board of Directors; (g) have general charge of
the stock transfer books of the corporation; and (h) generally perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the Board of Directors.
4.7 Treasurer.
The treasurer shall (a) have charge and custody of and be responsible for
all funds and securities of the corporation; (b) 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 banks, trust
companies, or other depositaries as may be selected by the Board of Directors;
and (c) generally 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 of Directors.
If required by the Board of Directors, the treasurer shall give a bond for
the faithful discharge of his/her/its duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
4.8 Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of Directors, may
sign with the president, or a vice-president, certificates for shares of the
corporation, the issuance of which has been authorized by a resolution of the
Board of Directors. The assistant treasurers shall respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, generally, shall perform such
duties as may be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.
4.9 Salaries.
The salaries of the officers, if any, shall be fixed from time to time by
the Board of Directors.
Article 5. Indemnification Of Directors, Officers, Agents, And Employees
5.1 Indemnification of Officers, Directors, Employees and Agents.
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a proceeding because
he is or was an officer, director, employee or agent of the corporation against
liability incurred in the proceeding, all pursuant to and consistent with the
provisions of NRS 78.751, as amended from time to time.
5.2 Advance Expenses for Officers and Directors.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, but only after receipt by the corporation of an undertaking by or on
behalf of the officer or director on terms set by the Board of Directors, to
repay the expenses advanced if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation.
5.3 Scope of Indemnification.
The indemnification permitted herein is intended to be to the fullest
extent permissible under the laws of the State of Nevada, and any amendments
thereto.
ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Content- Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing corporation; that the
corporation is formed under the laws of the State of Nevada; the name of the
person to whom issued; the certificate number; class and par value of shares;
and the designation of the series, if any, the certificate represents. The form
of the certificate shall be as determined by the Board of Directors. Such
certificates shall be signed (either manually or by facsimile) by the president
or a vice president and by the secretary or an assistant secretary and may be
sealed with a corporate seal or a facsimile thereof. Each certificate for shares
shall be consecutively numbered or otherwise identified.
(b) Legend as to Class or Series - If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences, and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series) must be summarized on the front or back of the certificate
indicating that the corporation will furnish the shareholder this information on
request in writing and without charge.
(c) Shareholder List- The name and address of the person to whom the
shares are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the corporation.
(d) Transferring Shares- All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated certificate, a
new one may be issued therefor upon such terms as the Board of Directors may
prescribe, including indemnification of the corporation and bond requirements.
6.2 Registration of the Transfer of Shares.
Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to register a
transfer, the record owner shall surrender the share certificate to the
corporation for cancellation, properly endorsed by the appropriate person or
persons with reasonable assurances that the endorsements are genuine and
effective. Unless the corporation has established a procedure by which a
beneficial owner of shares held by a nominee is to be recognized by the
corporation as the owner, the person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.
6.3 Restrictions on Transfer of Shares Permitted.
The Board of Directors may impose restrictions on the transfer or
registration of transfer of shares, including any security convertible into, or
carrying a right to subscribe for or acquire shares. A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.
(a) A restriction on the transfer or registration of transfer of shares
may be authorized:
(i) to maintain the corporation's status when it is dependent on the
number or identity of its shareholders;
(ii) to preserve exemptions under federal or state securities law;
or
(iii) for any other reasonable purpose.
(b) A restriction on the transfer or registration of transfer of shares
may:
(i) obligate the shareholder first to offer the corporation or other
persons (separately, consecutively, or simultaneously) an opportunity to acquire
the restricted shares;
(ii) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;
(ii) require the corporation, the holders or any class of its
shares, or another person to approve the transfer of the restricted shares, if
the requirement is not manifestly unreasonable; or
(iv) prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not manifestly
unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.3 and its existence is noted
conspicuously on the front or back of the certificate. Unless so noted, a
restriction is not enforceable against a person without knowledge of the
restriction.
6.4 Acquisition of Shares.
The corporation may acquire its own shares and unless otherwise provided
in the Articles of Incorporation, the shares so acquired constitute authorized
but unissued shares.
If the Articles of Incorporation prohibit the reissue of shares acquired
by the corporation, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the Articles of Incorporation,
which amendment shall be adopted by the shareholders, or the Board of Directors
without shareholder action (if permitted by the Act). The amendment must be
delivered to the Secretary of State and must set forth:
(i) the name of the corporation;
(ii) the reduction in the number of authorized shares, itemized by class
and series; and;
(iii) the total number of authorized shares, itemized by class and series,
remaining after reduction of the shares.
Article 7. Distributions
7.1 Distributions.
The Board of Directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner and
upon the terms and conditions provided by law.
Article 8. Corporate Seal
8.1 Corporate Seal.
The Board of Directors may adopt a corporate seal which may be circular in
form and have inscribed thereon any designation, including the name of the
corporation, Nevada as the state of incorporation, and the words "Corporate
Seal."
Article 9. Emergency Bylaws
9.1 Emergency Bylaws.
Unless the Articles of Incorporation provide otherwise, the following
provisions shall be effective during an emergency, which is defined as a time
when a quorum of the corporation's directors cannot be readily assembled because
of some catastrophic event. During such emergency:
(a) Notice of Board Meetings
Any one member of the Board of Directors or any one of the following officers:
president, any vice-president, secretary, or treasurer, may call a meeting of
the Board of Directors. Notice of such meeting need be given only to those
directors whom it is practicable to reach, and may be given in any practical
manner, including by publication and radio. Such notice shall be given at least
six hours prior to commencement of the meeting.
(b) Temporary Directors and Quorum
One or more officers of the corporation present at the emergency board meeting,
as is necessary to achieve quorum, shall be considered to be directors for the
meeting, and shall so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum (as determined by Section 3.6
of Article 3) of the directors are present (including any officers who are to
serve as directors for the meeting), those directors present (including the
officers serving as directors) shall constitute a quorum.
(c) Actions Permitted To Be Taken
The Board of Directors, as constituted in paragraph (b), and after notice as set
forth in paragraph (a), may:
(i) Officers' Powers Prescribe emergency powers to any officer
of the corporation;
(ii) Delegation of Any Power Delegate to any officer or
director, any of the powers of the Board of Directors;
(iii) Lines of Succession Designate lines of succession of
officers and agents, in the event that any of them are unable to discharge their
duties;
(iv) Relocate Principal Place of Business Relocate the
principal place of business, or designate successive or simultaneous principal
places of business;
(v) All Other Action Take any other action which is
convenient, helpful, or necessary to carry on the business of the corporation.
Article 10. Amendments
10.1 Amendments.
The Board of Directors may propose, but may not amend, modify, repeal or
otherwise affect the corporation's Bylaws without the written consent of a
majority of the shareholders.
The corporation's shareholders may amend or repeal the corporation's
Bylaws at any meeting held pursuant to Article 2.
CERTIFICATE OF SHAREHOLDERS
I, the undersigned founding shareholder, hereby certify that I currently
represent the total outstanding shares of the corporation, and that the
foregoing Bylaws, consisting of nineteen (19) pages, constitutes the Bylaws of
CALCITE CORP., as duly adopted by the undersigned on this 10th day of March,
2004.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 2nd day of
April, 2004.
/s/ Daniel T. Denischuk