EXHIBIT 3.02
BYLAWS OF DEMARCO ENERGY SYSTEMS OF AMERICA, INC.
(A UTAH CORPORATION)
ARTICLE I. OFFICES
SECTION 1.1 BUSINESS OFFICE AND REGISTERED OFFICE.
The principal office of the corporation shall be located at any place
either within or outside the state of Utah as designated by the Board of
Directors. The registered office of the corporation shall be located within the
State of Utah and may be, but need not be, identical with the principal office
(if located within the State of Utah).
ARTICLE II. SHAREHOLDERS
SECTION 2.1 ANNUAL AND SPECIAL SHAREHOLDERS MEETINGS.
The annual meeting of the shareholders shall be held on the second Friday of
August in each year, beginning with the year 1997, at the hour of 3:00 o'clock
p.m. or at such other time on such other day within such month as shall be 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 Utah such
meeting shall be held on the next succeeding business day.
Special meetings of the shareholders, for any purpose or purposes,
described in the meeting notice, 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 votes of the corporation entitled
to be cast on any issue at the meeting.
The board of directors may designate any place, either within or
without the State of Utah as the place of meeting for any annual or any special
meeting of the shareholders.
SECTION 2.2 NOTICE OF SHAREHOLDER MEETING.
(a) Required notice. Written notice stating the place, date 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,
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 the Utah Revised Business
Corporation Act or the articles of incorporation to receive notice of the
meeting.
(b) 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.
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: (1) articles of amendment
or restated articles; (2) plan of merger or share exchange; and (3) transaction
for disposition of all, or substantially all, of the corporation's property. If
the proposed corporate action creates dissenters' rights, the notice must state
that shareholders are, or may be entitled to assert dissenters' rights, and must
be accompanied by a copy of Part 13 of the Utah Revised Business Corporation
Act.
SECTION 2.3 FIXING OF RECORD DATE.
In order to make a determination of shareholders for any directors may
fix in advance a date as the record date. The record days prior to the date on
which the particular action requiring such determination of shareholder, is to
be taken.
SECTION 2.4 SHAREHOLDER LIST.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make a complete record of all the shareholders
of the corporation entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by, each shareholder. The list must be arranged by voting group (if such
exists) and within each voting group by class or series of shares. The
shareholder list must be available for inspection by any shareholder, beginning
on the earlier of ten days before the meeting or 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 identified in the meeting notice in the city where the meeting is
to be held.
SECTION 2.5 SHAREHOLDER QUORUM REQUIREMENTS.
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.
SECTION 2.6 PROXIES.
At all meetings of shareholders. a shareholder may vote in person or
vote by proxy which is executed in writing by the shareholder or which is
executed by his duly authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the corporation or other person authorized by the corporation
to tabulate votes before or at the time of the meeting. No proxy shall be valid
more than 11 months from the date of its execution unless otherwise provided in
the proxy.
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ARTICLE III. BOARD OF DIRECTORS
SECTION 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.
SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS.
Unless otherwise provided in the articles, the authorized number of
directors shall be not less than three (minimum number) nor more than nine
(maximum number); provided that after shares are issued and for as long as the
corporation has fewer than three shareholders entitled to vote for the election
of directors, the board of directors may consist of a number of individuals
equal to or greater than the number of those shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Unless required by the articles, directors do not need to be
residents of the State of Utah or shareholders of the company.
SECTION 3.3 REGULAR AND SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.
The board of directors may provide, by resolution, the time and place,
either within or without the State of Utah for the holding of regular meetings,
which shall be held without other notice than such resolution. Special meetings
of the board of directors may be called by or at the request of the president,
chairman or any two directors.
SECTION 3.4 DIRECTOR QUORUM.
A majority of the number of directors prescribed by resolution (or if
no number is prescribed the number in office immediately before the meeting
begins) shall constitute a quorum for the transaction of business at any meeting
of the board of directors unless the articles require a greater number.
SECTION 3.5 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.
ARTICLE IV. OFFICERS
SECTION 4.1 NUMBER 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
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necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation.
SECTION 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. Any officer or
agent may be removed by the board of directors at any time, with or without
cause.
SECTION 4.3 PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the board of directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the board of directors. He may sign, with the secretary or any other
proper officer of the corporation thereunto 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; and in general shall 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.
SECTION 4.4 THE VICE-PRESIDENTS.
If appointed, in the absence of the president or in the event of his
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;
and shall perform such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 4.5 THE SECRETARY.
The secretary shall: (a) prepare and maintain 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
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice-president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books
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of the corporation; and (h) in general 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.
SECTION 4.6 THE 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 shall be selected by the board of directors
and (c) in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. If required by the board of 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 board of directors shall determine.
SECTION 4.7 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 shall have 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, in general, shall perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
ARTICLE V. AMENDMENTS
SECTION 5.1 AMENDMENTS.
The corporation's board of directors may amend or repeal the
corporation's bylaws unless:
(1) the articles of incorporation or the Utah Revised Business Corporation Act
reserve this power exclusively to the shareholders in whole or part; or
(2) the shareholders in adopting, amending, or repealing a particular bylaw
provide expressly that the board of directors may not amend or repeal that
bylaw; or
(3) the bylaw either establishes, amends, or deletes, a supermajority
shareholder quorum or voting requirement.
The corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its board of
directors.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
secretary of DeMarco Energy Systems of America, Inc., a corporation duly
organized an existing under and by virtue of the laws of the State of Utah; that
the above and foregoing Bylaws of said corporation were duly and regularly
adopted as
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such by the Board of Directors of said corporation by unanimous consent on the
10th day of October 1996; and that the above an foregoing Bylaws are now in full
force and effect.
Dated this 10th day of October 1996.
/s/ JOHN W. WYATT
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John W. Wyatt, Secretary