Exhibit 3.2
BYLAWS OF
Padova International U.S.A.
A Nevada Corporation
ARTICLE 1. MEETING OF STOCKHOLDERS
ANNUAL MEETING
Section 1. The annual meeting of the stockholders of this corporation
shall be held at the Nevada offices of the Corporation on February 1, at 11:00
am each and every year, or at such other places and times as the directors shall
from time to time determine. The purpose of this meeting shall be for the
election of directors and such other business as may properly come before said
meeting. Notice of the time, place and object of such meeting shall be given by
publication thereof by serving personally or by mailing at least ten (10) days
prior to such meeting, postage prepaid, a copy of such notice, addressed to each
stockholder at his residence or place of business, as the same shall appear on
the books of the corporation. No business other than that stated in such notice
shall be transacted at such meeting without the unanimous consent of all the
stockholders thereat, in person or by proxy.
SPECIAL MEETINGS
Section 2. Special meetings of stockholders, other than those regulated by
statute, may be called at any time by the president or by a majority of the
directors. It shall also be the duty of the president to call such meetings
whenever requested to do so by the holder or holders of the majority share of
the capital stock of the corporation. A notice of every meeting stating the
time, place and object thereof, shall be given by mailing, postage prepaid, at
least ten (10) days before such meeting, a copy of such notice addressed to each
stockholder at his post office address as the same appears on the books of the
corporation.
QUORUM
Section 3. At all meetings of the stockholders, there shall be present,
either in person or by proxy, stockholders owning FIFTY ONE PERCENT (51%) of the
capital stock of the corporation in order to constitute a quorum. If a quorum is
not present, the stockholders present in person or by proxy may adjourn to such
future time as shall be agreed upon by them, and notice of such adjournment
shall be mailed, postage prepaid, to each stockholder at least ten (10) days
before such adjourned meeting but if a quorum is present, they may adjourn from
day to day as they see fit, and not notice of such adjournment need be given.
VOTING CAPACITY
Section 4. At all meetings of the stockholders, each stockholder shall be
entitled to one vote for each share of stock in his own name on the books of the
corporation, whether represented in person or by proxy. All proxies shall be in
writing and signed.
ORDER OF BUSINESS
Section 5. At all meetings of stockholders the following shall be the
order of business so far as is practicable:
1. Calling the roll
2. Reading, correcting and approving of the minutes of the previous
meeting
3. Reports of officers
4. Reports of committees
5. Unfinished business
6. New business
7. Election of directors
8. Miscellaneous business
ARTICLE II. DIRECTORS
ELECTION
Section 1. The board of directors of this corporation, consisting of at
least one (1) person, shall be elected for the term of 3 years at the annual
meeting of stockholders, except as hereinafter otherwise provided for filling
vacancies. The directors shall be chosen by a majority vote of the stockholders,
voting either in person or by proxy, at such annual election.
VACANCIES
Section 2. Vacancies in the board of directors, occurring during the year,
shall be filled for the unexpired term by a majority vote of the remaining
directors at any special meeting called for that purpose, or at any regular
meeting of the board.
DEATH OR RESIGNATION OF ENTIRE BOARD
Section 3. In case the entire board of directors shall die or resign, any
stockholder may call a special meeting in the same manner that the president may
call such meetings, and directors for the unexpired term may be elected at such
special meeting in the manner provided for their election at annual meetings.
RULES AND REGULATIONS
Section 4. The directors shall have the general control and management of
the business and affairs of the company and shall exercise all the powers that
may be exercised or performed by the corporation. The board of directors may
adopt such rules and regulations for the conduct of their meetings and
management of the affairs of the corporation as they may deem proper, not
inconsistent with the laws and statutes of the state of Nevada, the articles of
incorporation, or these bylaws. Such management will be by majority vote of the
board of directors with each director having an equal vote.
TIME OF MEETING
Section 5. The board of directors shall meet regularly at 11am on February
28 of each and every year, at the office of the company at Reno, Nevada or at
such other places and times as the board of directors shall by resolution
appoint. On the request of the president or any director, the secretary shall
call a special meeting of the board. The secretary shall give each director at
least ten (10) days prior notice of such meeting. Special meetings may also be
called by execution of the appropriate waiver of notice as contained in Article
VI of these bylaws.
RESOLUTIONS
Section 6. A resolution, in writing, signed by all or a majority of the
members of the board of directors, shall constitute action by the board of
directors to the effect therein expressed, with the same force and effect as
though such resolution had been passed at a duly convened meeting and it shall
be the duty of the secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
COMMITTEES
Section 7. All committees shall be appointed by the board of directors.
The directors may, by majority resolution, designate one or more committees with
a director or directors to manage the business or any aspect of the business and
to have full powers.
ARTICLE III. OFFICERS
Section 1. The officers of this corporation shall consist of a president,
one or more vice-presidents, secretary, treasurer, resident agent and such other
officers as shall be elected or appointed by the board of directors. The
salaries of such officers shall be fixed by the board of directors and may be
changed from time to time by a majority vote of the board. Each officer shall
serve for a term of one (1) year or until their successors are chosen and
qualified. Officers may be reelected or reappointed for successive annual terms.
Additional officers elected or appointed by the board of directors shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined by the board of directors.
DUTIES OF THE PRESIDENT
Section 2. The president shall preside at all meetings of the board of
directors, and shall act as temporary chairman at, and call to order all
meetings of the stockholders. The president shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the board of directors. The president shall have general management of the
affairs of the corporation, subject to the board of directors, and hall perform
all duties as are incidental to his officer or are required of him by the board
of directors.
DUTIES OF VICE-PRESIDENT
Section 3. The vice-president shall, in the absence or incapacity of the
president, perform the duties of the president and shall have such powers and
such duties as may be assigned to him by the board of directors.
DUTIES OF THE SECRETARY
Section 4. The secretary shall keep the minutes of the board of directors,
and also the minutes of the meetings of stockholders he shall attend to the
giving and serving of all notices of the company, shall have charge of the books
and papers of the corporation and shall make such reports and perform such other
duties as are incidental to his office and as the board of directors may direct.
The secretary shall be responsible that the corporation complies with Section
78.105 of the Nevada Corporation Laws by supplying to the Nevada resident agent
or principal office in Nevada, any and all amendments to the corporation's
Articles of Incorporation and any and all amendments or changes to the bylaws of
the corporation. Also in compliance with Section 78.105 of the same laws, he
will also maintain and supply to the Nevada resident agent or principal office
in Nevada, a current statement setting forth the name of the custodian of the
stock ledger or duplicate stock ledger, and the present and complete post
officer address, including street and number, if any, where such stock ledger or
duplicate stock ledger specified in the section is kept.
DUTIES OF THE TREASURER
Section 5. The treasurer shall have the care and custody of all the funds
and securities of the corporation and shall keep regular books of account. He
shall disburse the funds of the corporation in payment of the just demands
against the corporation, or as may be ordered by the board of directors, making
proper such vouchers for such disbursements and shall render to the board of
directors or stockholders, as may be required of him, an account of all his
transactions as treasurer and of the financial condition of the corporation. He
shall perform all other duties as are incidental to his officer or as properly
required of him by the board of directors.
DUTIES OF THE RESIDENT AGENT
Section 6. The resident agent shall be in charge of the corporation's
registered or principal office in the state of Nevada, upon whom process against
the corporation may be served and shall perform all duties as required of him by
statute.
ARTICLE IV. STOCK
Section 1. Certificates of stock shall be in a form approved by the board
of directors and shall be consecutively numbered. The name of the person owning
the shares represented by each certificate, with the number of such shares and
the date of issue, shall be entered on the company's books. The president and
secretary shall sign all certificates of stock issued by the corporation. All
certificates of stock transferred by endorsement therein shall be surrendered by
cancellation and new certificates issued to the purchaser or assignee.
ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except, in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under by-law, agreement, vote of stockholders or otherwise.
ARTICLE VI. WAIVER OF NOTICE
Section 1. Whenever, under the provisions of these bylaws or of any of the
corporate laws, the stockholders or directors are required to give notice or
allow a lapse of time after such notice for authorization to hold a meeting,
such meeting may be held without such notice and without such lapse of time by
execution of the appropriate waiver of notice by a majority of the directors of
the corporation.
ARTICLE VII. AMENDMENTS
Section 1. These bylaws may be amended at any stockholder's meeting by a
vote of the stockholders owning a majority of the stock, represented either in
person or by proxy, provided the proposed amendment is included in the notice of
such meeting. The board of directors may amend the bylaws or adopt additional
bylaws, but shall not alter or repeal any bylaws adopted by the stockholders of
the corporation. A copy of any amended bylaws shall be sent to each stockholder
and to the resident agent within ten (10) days after the adoption of the same.
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CERTIFIED TO BE THE BY-LAWS OF:
Padova International U.S.A.
By: /s/ Donald Dallape
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Donald Dallape
Secretary