Exhibit 3.1
AMENDED AND RESTATED BY-LAWS
of
CADENCE RESOURCES CORPORATION
(a Utah corporation)
ARTICLE I
NAME, SEAL AND OFFICES, ETC.
Section 1. Name: The name of the corporation is Cadence Resources
Corporation.
Section 2. Seal: The seal of the corporation shall be in such form as the
Board of Directors shall from time to time prescribe.
Section 3. Offices: The registered office of the corporation shall be in
the City of Salt Lake, State of Utah, or in any nearby town. The corporation may
also have offices at such other places within or without the State of Utah as
the Board of Directors may from time to time establish.
Section 4. Book of By-Laws: These By-Laws shall be recorded in a book kept
in the in the office of the corporate secretary, to be known as the Book of
By-Laws, and no By Laws, or repeal or amendment thereof, shall take effect until
so recorded in such book. Said book may be inspected at said office by the
public during office hours of each day except holidays.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meetings of Shareholders: The annual meeting of the
Shareholders for the election of Directors and for such other business as may be
laid before such meeting shall be held in the registered office of the
corporation, or at such other place within or without the State of Utah as the
Board of Directors may from time to time appoint, no later than the end of the
month of August. Any corporate business may be transacted at such meeting.
Section 2. Special Meetings of Shareholders: Special meetings of the
Shareholders may be called at any time by the Board of Directors, and the
Shareholders may meet at any convenient place, within or without the State of
Utah, designated in the call for such meeting. If more than eighteen months are
allowed to elapse without the annual Shareholders meeting being held, any
Shareholder may call such meeting to be held at the registered office of the
corporation. At any time, upon written request of any Director or any
Shareholder or Shareholders holding in the aggregate one-fifth of the voting
power of all Shareholders, it shall be the duty of the Secretary to call a
special meeting of Shareholders to be held at the registered office at such time
as the Secretary may fix, not less than fifteen nor more than thirty-five days
after the receipt of said request, and if the Secretary shall neglect or refuse
to issue such call, the Director or Shareholder or Shareholders making the
request may do so.
Section 3. Adjourned Meetings: An adjournment or adjournments of any
annual or special meeting may be taken without a new notice being given.
Section 4. Notice of Meetings: A written notice of the time, place and
purpose of meetings, including annual meetings, shall be given by the Secretary
or other person authorized so to do, to all stockholders entitled to vote at
such meeting, at least ten days prior to the day named for the meeting. If such
written notice is placed in the United States mail, postage prepaid, addressed
to a Shareholder at his last known, post office address, notice shall be deemed
to have been given him.
Section 5. Waiver of Notice: Notice of time, place and purpose of any
meeting of Shareholders may be waived by the written assent of a Shareholder
entitled to notice, filed with or entered upon the records of the meeting before
or after the holding thereof.
Section 6. Action Without Formal Meeting: Any action which, under any
provision of the Laws of Utah, or the Articles or By-Laws, may be taken at a
meeting of Shareholders, may be taken without a meeting if authorized by a
writing signed by a majority of the holders of shares who would be entitled to
notice of a meeting for such purpose. Whenever a certificate in respect to any
such action, is required by the Laws of Utah to be filed in the office of the
County Recorder or in the office of the Secretary of State, the officers signing
the same shall therein state that the action was authorized in the manner
aforesaid.
Section 7. Waiver of Invalid Call or Notice: When all the Shareholders of
this corporation are present at any meeting, however called or notified, and
sign a written consent thereto on the record of such meeting, the doings of such
meeting are as valid as if had at a meeting legally called and notified.
Section 8. Voting: Every Shareholder shall have the right at every
Shareholders meeting to one vote for every share of stock standing in his or her
name on the books of the Corporation on the record date fixed as hereinafter
provided, or, if no such date has been fixed, ten days prior to the time of the
meeting. The Board of Directors may fix a time not more than forty days prior to
the date of any meeting of the stockholders as the record date as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined. At each meeting of the stockholders a full, true and complete list,
in alphabetical order, of all the stockholders entitled to vote at such meeting
and indicating the number of shares held by each, certified by the Secretary or
transfer agent, shall be furnished, which list shall be open to the inspection
of the stockholders. Shareholders may vote at all meetings, either in person or
by proxy appointed by instrument in writing, subscribed by the Shareholders or
his duly authorized attorney in fact, executed and filed with, the Secretary not
less than one day before the meeting which shall be named therein. Shareholders
may also be represented at all meetings by persons holding general power of
attorney. At least twenty-four hours prior to any meeting, powers of attorney or
proxies shall be submitted to the Secretary for examination. The certificate of
the Secretary as to the regularity of such powers of attorney or proxies and as
to the number of shares held by the persons who severally and respectively
executed such powers of attorney or proxies shall be received as prima facie
evidence of the number of shares held by the holder of such powers of attorney
or proxies for the purpose of establishing the presence of a quorum at such
meeting or for organizing the same, and for all other purposes.
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Section 9. Quorum: Except as otherwise provided in the Articles of
Incorporation at any meeting of the Shareholders, the presence, in person or by
proxy, of the holders of a majority of the voting power of all Shareholders
shall constitute a quorum: The Shareholders present at a duly organized meeting
can continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum. If a Shareholders meeting
cannot be organized because a quorum has not attended, those Shareholders
present may adjourn the meeting to such time and place as they may determine,
but in case of any meeting called for the election for Directors those who
attend the second of such adjourned meetings, though less than a majority of the
voting powers of all shareholders, shall nevertheless, constitute a quorum for
the purpose of electing Directors. Whenever all Shareholders entitled to vote at
any meeting consent, either by writing on the records of the meeting or filed
with the Secretary of the Corporation, or by presence at such meeting, an oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed and at such meeting any business
may be transacted which is not excepted from the written consent or to the
consideration of which no objection from want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all the Shareholders having the right to
vote at such meeting and such consent or approval of Shareholders may be by
proxy or power of attorney in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Election: The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise required by law or as may be provided in
the Articles of Incorporation. Directors need not be stockholders. The number of
Directors constituting the Board of Directors shall be not greater than ten (10)
nor fewer than three (3), as fixed from time to time in these by-laws or by
action of the Board of Directors or by action of the stockholders. Except as and
to the extent the Articles of Incorporation may grant any class or series of
stock the right to elect one or more directors, the Directors shall be elected
at the annual meeting of the stockholders or as otherwise contemplated by these
bylaws, and each Director shall be elected to serve until his or her successor
shall be elected and shall qualify, or until his or her earlier resignation or
removal.
Section 2. Annual Meetings: The Board of Directors may hold its first
annual meeting and all subsequent annual meetings after its election by the
Shareholders, without notice and at such place within or without the State of
Utah as the Board of Directors may from time to time appoint, for the purpose of
organization, the election of officers, and the transaction of other business.
At such meetings the Board shall elect a President, a Secretary and a Treasurer,
and may elect one or more Vice-Presidents, an Assistant Secretary and an
Assistant Treasurer.
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Section 3. Special Meetings: Special meetings of the Board of Directors
may be called by the President or any Vice-President or by any two members of
the Board of Directors.
Section 4. Notice of Meetings: Notice of all Director's meetings, except
as herein otherwise provided, shall be given either by mail, telephone,
telegraph, e-mail or personal service of notice, oral or written, at such time
or times as the person or persons calling the meeting may deem reasonable, but
in no event upon less than three days notice for any meeting the notice of which
shall be given by mail, and in no event upon less than 24 hours notice for any
meeting the notice of which shall be given by telephone, telegraph or e-mail.
Special meetings of the Board may be held at such place within or without the
State of Utah as the Board of Directors may from time to time appoint. Notice of
any meeting may be waived by any Director entitled to notice before or after the
holding thereof by his written or oral assent and the presence of any Director
at any meeting, even though without any notice, shall constitute a waiver of
notice. Unless otherwise indicated in the notice thereof any and all business
may be transacted at any Director's meeting.
Section 5. Quorum: At all meetings of the Board a majority of the
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the acts of a majority of the Directors present at
any meeting at which a quorum is present shall be the acts of the Board of
Directors, except as may be otherwise specifically provided for herein
(including, but not limited to, as contemplated in the second sentence of
Section 7 of this Article) or by law. If at any meeting there is less than a
quorum present, a majority of those present may adjourn the meeting from time to
time without further notice to any absent Director.
Section 6. Removal: A Director may be removed either with or without
cause, by two-thirds of the vote of the Shareholders at a special meeting called
for that purpose.
Section 7. Resignations; Removals; Vacancies: Any Director may resign at
any time upon written notice to the Board of Directors or to the President or a
Secretary. Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors (other than
any Directors elected in the manner described in the next sentence) or from any
other cause (a) may be filled by a majority of the Directors then in office,
although less than a quorum or fewer than three Directors, or by the sole
remaining Director, as applicable, or (b) may be filled by the shareholders of
the corporation at the next annual meeting thereof. Whenever the holders of any
class or classes of stock or series thereof are entitled by the Articles of
Incorporation to elect one or more Directors, vacancies and newly created
directorships of such class or classes or series may be filled by, and only by,
a majority of the Directors elected by such class or classes or series then in
office, or by the sole remaining Director so elected, or by the holders of such
class or classes of stock or series thereof. Any Director elected or appointed
to fill a vacancy or a newly created directorship shall hold office until the
next election of the class of Directors of the Director which such Director
replaced or the class of Directors to which such Director was appointed, and
until his or her successor is elected and qualified or until his or her earlier
resignation or removal.
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Section 8. Powers: All the corporate powers, except such as are otherwise
provided for in the Articles of Incorporation, in these By-Laws and by the laws
of the State of Utah, shall be, and are, hereby vested in and shall be exercised
by the Board of Directors.
Section 9. Committees: The Board of Directors may, by resolution passed by
a majority of the whole Board, designate two or more of their number to
constitute Committees to serve during the pleasure of the Board, which
Committees shall have and exercise the authority of the Board in the management
of the business of the corporation to the extent authorized by said resolution.
Such Committees may also be constituted to meet the regulatory requirements of
the various government entities as well as the requirements of the various stock
exchanges. All action taken by such Committees shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision or alteration by the Board; providing, however, that no rights or acts
of third parties shall be affected by any such revision or alteration. A
majority of the Committee members present at a meeting thereof shall constitute
a quorum. Vacancies in the Committees shall be filled by the Board of Directors.
Each Committee shall fix its own rules of procedure including the time and place
of and method or manner off calling meetings thereof.
ARTICLE IV
OFFICERS
Section 1. Officers: The Officers of the Corporation shall be a President,
Secretary and Treasurer, and in the discretion of the Board of Directors, a
Chairperson of the Board, a Vice Chairperson of the Board, one or more Vice
Presidents, an Assistant Secretary and an Assistant Treasurer, each of whom
shall be elected at a meeting of and by the Board of Directors.
Any Officers may resign by mailing a notice of resignation to the
President or Secretary of the Corporation, or to the registered office of the
Corporation, or such other office as may be designated by the Board of
Directors. To the extent permitted by law, the resignation shall become
effective at the time designated in the notice of resignation, but in no event
earlier than its receipt by the Secretary or Assistant Secretary of the
Corporation.
In case of a vacancy of any of said offices for any reason, the Board of
Directors shall at any regular or special meeting elect a successor who shall
hold office for the unexpired term of the predecessor. Any two of the offices
may be combined in one person.
The Board of Directors may appoint such other Officers and Agents as may
be necessary for the business of the Corporation.
Any Officer or Agent may be removed by the Board of Directors whenever in
its judgment the interest of the Corporation may be served thereby; such
removal, however, shall be without prejudice to the contract rights of the
person so removed.
Section 2. Chairperson of the Board: The Chairperson of the Board shall
serve as the chairperson and presiding officer at all meetings of the
stockholders and Board of Directors, and shall have such other duties as
prescribed by the Board of Directors.
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Section 3. Vice Chairperson of the Board: The Vice Chairperson of the
Board shall serve as the chairperson and presiding officer in the absence of the
Chairperson of the Board at meetings of the stockholders and Board of Directors,
and shall have such other duties as prescribed by the Board of Directors.
Section 4. President: The President is the chief executive officer of the
Corporation. The President is in charge of the general and day-to-day management
of the Corporation, and shall see that all orders and resolutions of the Board
are carried into effect. The President shall execute all deeds, mortgages, bonds
or documents authorized by the Board of Directors, and shall sign as President,
all certificates of stock, all contracts and other instruments in writing,
excepting only those which are specifically provided to be signed by others. The
President shall from time to time as requested report to the Board all the
matters within the President's knowledge of interest to the Corporation, and
shall also perform such duties as may be required by the State of Utah, these
Bylaws, and by order of the Board of Directors.
Section 5. Vice President: The Vice Presidents, in the order of their
seniority, shall perform the duties and exercise the powers of the President
during the absence or disability of the President. In the event that more than
one Vice President is elected, the order of succession to the President's
responsibility shall be established by the Board of Directors, or in the absence
of Board action, the order of succession shall be determined based on the title
reflective of the highest position, or in the event that title reflects
equality, the order of succession shall be in the order of seniority based on
date of hire. The Board of Directors or the President shall prescribe any other
duties to be performed by the Vice Presidents.
Section 6. Treasurer: The Treasurer shall be custodian of the
Corporation's money and securities, and shall deposit and withdraw the same in
the Corporation's name as directed by the Board of Directors. The Treasurer
shall keep a record of all of the Corporation's accounts and report to the Board
of Directors as requested.
Section 7. Secretary: The Secretary shall keep a record of the meetings
and Board of Directors. The Secretary shall keep the books of certificates of
stock, fill out and sign all certificates of stock issued, and make
corresponding entries on the margin or stub of such book. The Secretary shall
keep a debit and credit form, showing the number of shares issued to and
transferred by the Shareholders, and the dates thereof. The Secretary shall keep
the corporate seal and shall affix the same to certificates of stock and other
corporate instruments, and shall make such acknowledgements as shall be
prescribed by the Board of Directors. The Secretary shall give or cause to be
given notice of all meetings of Shareholders and Board of Directors, and all
other notices required by the laws of the State of Utah or these Bylaws.
Section 8. Assistant Treasurer and Assistant Secretary: The Assistant
Treasurer and Assistant Secretary shall be vested with all the powers and shall
perform all the duties of the Treasurer and Secretary respectively, in the
absence or disability of the Treasurer and Secretary, as the case may be.
Section 9. Salary: The salaries of all Officers shall be fixed by the
Board of Directors, and the fact that any Officer is a director, shall not
preclude that Officer from receiving a salary or voting on the resolution
providing for the same.
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ARTICLE V
STOCK
Section 1. Certificates of Stock: Each Shareholder shall be entitled to a
certificate of stock signed by the President and the Secretary, or by such other
officers as are authorized by these By-Laws or by the Board of Directors. When
any certificate of stock is signed by a transfer agent or registrar, the
signature of any such corporate officer and the corporate seal upon such
certification may be facsimiles, engraved or printed.
Certificates of stock shall be numbered in the order of issuance thereof,
and, except as prescribed by law, shall be in such form as the Board of
Directors may determine.
Section 2. Transfer of Shares: Transfer of shares of stock shall be made
on the books of the corporation only by the holder in person or by written power
of attorney duly executed and witnessed and upon surrender of the certificate or
certificates of such shares.
Section 3. Transfer Agent and Registrar: The Board of Directors may
appoint either a transfer agent or registrar, or both of them.
Section 4. Stock Transfer Books: Stock transfer books may be closed for
not exceeding forty days next preceding the meeting of shareholders and for the
payment of dividends during such periods as may be fixed from time to time by
the Board of Directors. During such periods no stock shall be transferable.
Section 5. Lost or Destroyed Certificates: In case of loss or destruction
of a certificate of stock of this Corporation, another certificate may be issued
in its place upon proof of such loss or destruction and the giving of a bond of
indemnity or other security satisfactory to the Board of Directors.
In the case of shares bearing a restrictive legend, no bond of indemnity
is necessary, however an affidavit stating the shares were lost shall be
required, as well as the payment of all transfer and special fees by the party
responsible for the loss. The Company shall then order the replacement of the
certificates as well as the cancellation of the reported lost certificate(s).
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ARTICLE VI
REPEAL OR AMENDMENT OF BY-LAWS
Section 1. By the Shareholders: The power to make, amend or repeal By-Laws
shall be in the Shareholders, and the By-Laws may be repealed or amended or new
By-Laws may be adopted at any annual Shareholders' meeting, or at any special
meeting of the Shareholders called for that purpose, by a vote representing a
majority of the allotted shares, or by the written consent duly acknowledged in
the same manner as conveyances of real estate required by law to be acknowledged
of the holders of a majority of the allotted shares, which written consent may
be in one or more instruments.
Section 2. By the Directors: Subject to the power of the Shareholders to
make, amend or repeal any By-Laws made by the Board of Directors, a majority of
the whole Board of Directors at any meeting thereof shall have the power to
adopt, repeal, and amend these By-Laws and to adopt additional By-Laws.
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any person, to the fullest extent
permitted by Utah law, against all judgments, payments in settlement, fines and
other reasonable costs and expenses (including attorneys fees) incurred by that
person in connection with the defense of any action, suit or proceeding, which
is brought or threatened to be brought, in which that person is a part or is
otherwise involved because that person was or is a director or officer of the
corporation or any affiliate of the corporation. This right of indemnification
shall include the right to receive an advance for the payment of defense
expenses to the extent permitted by Utah law. This right of indemnification
shall continue as to a person who ceases to be a director or officer of the
corporation, and shall inure to the benefit of that person's estate.
The foregoing Amended and Restated By-Laws were adopted by unanimous
written consent of the Board of Directors of the corporation on the 5th day of
December, 2005. I, the undersigned, the Secretary of the above named
corporation, certify that the foregoing is a true and exact copy of such adopted
By-Laws of the Corporation.
/s/ John Ryan
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John Ryan, Secretary