Exhibit 3.2
BYLAWS
OF
POINTSTAR ENTERTAINMENT CORP.
A Nevada Corporation
ARTICLE I
STOCKHOLDERS
SECTION 1
ANNUAL MEETING. Annual meetings of the Stockholders, shall be held on the day
and at the time as may be set by the Board of Directors from time to time, at
which annual meeting the Stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be brought before the meeting.
SECTION 2
SPECIAL MEETINGS. Special meetings of the Stockholders. for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of Stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
SECTION 3
PLACE OF MEETINGS. All annual meetings of the Stockholders shall be held at the
registered office of the Corporation or at such other place within or outside
the State of Nevada as the Directors shall determine. Special meetings of the
Stockholders may be held at such time and place within or outside the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof. Business transacted at any special meeting of
Stockholders shall be limited to the purposes stated in the notice.
SECTION 4
QUORUM; ADJOURNED MEETINGS. The holders of a majority of the Stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the Stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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.
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SECTION 5
VOTING. Each Stockholder of record of the Corporation holding Stock which is
entitled to vote at this meeting shall be entitled at each meeting of
Stockholders to one vote for each share of Stock standing in his name on the
books of the Corporation. Upon the demand of any Stockholder, the vote for
Directors and the vote upon any question before the meeting shall be by ballot.
When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the Stock having voting power present in person or represented
by proxy shall be sufficient to elect Directors or to decide any question
brought before such meeting, unless the question is one upon which by express
provision of the statutes or of the Articles of Incorporation, a different vote
is required in which case such express provision shall govern and control the
decision of such question.
SECTION 6
PROXIES. At any meeting of the Stockholders any Stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the Stockholders unless
it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding Officer of the meeting.
SECTION 7
ACTION - WITHOUT MEETING. Any action which may be taken by the vote of the
Stockholders at a meeting may be taken without a meeting if authorized by the
written consent of Stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of Incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consents shall be required.
ARTICLE II
DIRECTORS
SECTION 1
MANAGEMENT OF CORPORATION. The business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or clone
by the Stockholders.
SECTION 2
NUMBER, TENURE, AND QUALIFICATIONS. The number of Directors which shall
constitute the whole board shall be at least one. The number of Directors may
from time to time be increased or decreased by directors' resolution to not less
than one nor more than fifteen. The Directors shall be elected at the annual
meeting of the Stockholders and except as provided in Section 2 of this Article,
each Director elected shall hold office until his successor is elected and
qualified. Directors need not be Stockholders.
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SECTION 3
VACANCIES. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filled by a majority of the
remaining Directors, though not less than a quorum, or by a sole remaining
Director, and each Director so elected shall hold office until his successor is
elected at an annual or a special meeting of the Stockholders. The holders of
two-thirds of the outstanding shares of Stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the Directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resignation or removal of any Directors, or if the authorized
number of Directors be increased, or if the Stockholders fail at any annual or
special meeting of Stockholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.
If the Board of Directors accepts the resignation of a Director tendered to take
effect at a future time, the Board or the Stockholders shall have power to elect
a successor to take office when the resignation is to become effective.
No reduction of the authorized Dumber of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
SECTION 4
ANNUAL AND REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at any place within or outside the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the Corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Regular meetings of the Board of Directors may be held without call or notice at
such time and at such place as shall from time to time be fixed and determined
by the Board of Directors.
SECTION 5
FIRST MEETING. The first meeting of each newly elected Board of Directors shall
be held immediately following the adjournment of the meeting of Stockholders and
at the place thereof. No notice of such meeting shall be necessary to the
Directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
SECTION 6
SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by
the Chairman or the President or by any Vice President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail, facsimile
transmission, electronic mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records or if
such address is not readily ascertainable, at the place in which the meetings of
the Directors are regularly held. In case such notice is mailed, it shall be
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deposited in the United States mail at least five (5) days prior to the time of
the holding of the meeting. In case such notice is hand delivered, faxed or
emailed as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing, faxing,
emailing or delivery as above provided shall be due, legal and personal notice
to such Director.
SECTION 7
BUSINESS OF MEETINGS. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 8
QUORUM, ADJOURNED MEETINGS. A majority of the authorized number of Directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision (lone or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the Board
shall be as valid and effective in all respects as if passed by the Board in
regular meeting.
A quorum of the Directors may adjourn any Directors meeting to meet again at a
stated day and hour- provided, however, that in the absence of a quorum, a
majority of the Directors present at any Directors meeting, either regular or
special, may adjourn from time to time until the time fixed for the next regular
meeting of the Board.
Notice of the time and place of holding an adjourned meeting need not be given
to the absent Directors if the time and place be fixed at the meeting adjourned.
SECTION 9
COMMITTEES. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of at least one or more of the Directors of the
Corporation which, to the extent provided in the resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
The committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors.
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SECTION 10
ACTION WITHOUT MEETING. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
SECTION 11
SPECIAL COMPENSATION. The Directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE III
NOTICES
SECTION 1
NOTICE OF MEETINGS. Notices of meetings of Stockholders shall be in writing and
signed by the President or a Vice President or the Secretary or an Assistant
Secretary or by such other person or persons as the Directors shall designate.
Such notice shall state the purpose or purposes for which the meeting of
Stockholders is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice shall be
delivered personally to, sent by facsimile transmission or electronic mail or
shall be mailed, postage prepaid, to each Stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to a Stockholder at his address as it
appears upon the records of the Corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice is deposited in the mail for
transmission to such Stockholder. Personal delivery of any such notice to any
Officer of a Corporation or association, or to any member of a partnership shall
constitute delivery of such notice to such Corporation, association or
partnership. In the event of the transfer of Stock after delivery of such notice
of and prior to the holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.
SECTION 2
EFFECT OF IRREGULARLY CALLED MEETINGS. Whenever all parties entitled to vote at
any meeting, whether of Directors or Stockholders, consent, either by a writing
on the records of the meeting or filed with the Secretary, or by presence at
such meeting and 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 for 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 parties having
the right to vote at such meeting-, and such consent or approval of Stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
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SECTION 3
WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IV
OFFICERS
SECTION 1
ELECTION. The Officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer, none of whom
need be Directors. Any person may hold two or more offices. The Board of
Directors may appoint a Chairman of the Board, Vice Chairman of the Board, one
or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.
SECTION 2
CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at meetings of
the Stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 3
VICE CHAIRMAN OF THE BOARD. The Vice Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
SECTION 4
PRESIDENT. The President shall be the Chief Executive Officer of the Corporation
and shall have active management of the business of the Corporation. He shall
execute on behalf of the Corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other Officer or agent of the
Corporation.
SECTION 5
VICE PRESIDENT. The Vice President shall act under the direction of the
President and in the absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The Board of Directors may designate one or more
Executive Vice Presidents or may otherwise specify the order of seniority of the
Vice Presidents. The duties and powers of the President shall descend to the
Vice Presidents in such specified order of seniority.
SECTION 6
SECRETARY. The Secretary shall act under the direction of the President. Subject
to the direction of the President he shall attend all meetings of the Board of
Directors and all meetings of the Stockholders and record the proceedings. He
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the Stockholders and
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special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the President or the Board of Directors.
SECTION 7
ASSISTANT SECRETARIES. The Assistant Secretaries shall act under the direction
of the President. In order of their seniority, unless otherwise determined by
the President or the Board of Directors, they shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary, They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
SECTION 8
TREASURER. The Treasurer shall act under the direction of the President. Subject
to the direction of the President he shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the President or the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.
SECTION 9
ASSISTANT TREASURERS. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
SECTION 10
COMPENSATION. The salaries and compensation of all Officers of the Corporation
shall be fixed by the Board of Directors.
SECTION 11
REMOVAL; RESIGNATION. The Officers of the Corporation shall hold office at the
pleasure of the Board of Directors. Any Officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation by death, resignation.
removal or otherwise shall be filled by the Board of Directors.
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ARTICLE V
CAPITAL STOCK
SECTION 1
CERTIFICATES. Every Stockholder shall be entitled to have a certificate signed
by the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of Stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of Stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the Corporation shall issue to represent such Stock.
If a certificate is signed (1) by a transfer agent other than the Corporation or
its employees or (2) by a registrar other than the Corporation or its employees,
the signatures of the Officers of the Corporation may be facsimiles. In case any
Officer who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such Officer before such certificate is issued,
such certificate may be issued with the same effect as though the person had not
ceased to be such Officer. The seal of the Corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of Stock.
SECTION 2
SURRENDERED, LOST OR DESTROYED CERTIFICATES. The Board of Directors may direct a
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of Stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 3
REPLACEMENT CERTIFICATES. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the Corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 4
RECORD DATE. The Board of Directors may fix in advance a date not exceeding
sixty (60) days nor less than ten (10) days preceding the date of any meeting of
Stockholders, or the date for the payment of any distribution, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital Stock shall go into effect, or a date in connection with obtaining
the consent of Stockholders for any purpose, as a record date for the
determination of the Stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
distribution, or to give such consent, and in such case, such Stockholders, and
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only such Stockholders as shall be Stockholders of record on the date so fixed,
shall be entitled to notice of and to vote at such meeting, or any adjournment
thereof, or to receive payment of such distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any Stock on the books of the
Corporation after any such record date fixed as aforesaid.
SECTION 5
REGISTERED OWNER. The Corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and distribution, and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1
REGISTERED OFFICE. The registered office of this Corporation shall be in Reno,
State of Nevada.
The Corporation may also have offices at such other places both within and
outside the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
SECTION 2
DISTRIBUTIONS. Distributions upon capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
Distributions may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.
SECTION 3
RESERVES. Before payment of any distribution, there may be set aside out of any
funds of the Corporation available for distributions such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing distributions or
for repairing or maintaining any property of the Corporation or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 4
CHECKS; NOTES. All checks or demands for money and notes of the Corporation
shall be signed by such Officer or Officers or such other person or persons as
the Board of Directors may from time to time designate.
SECTION 5
FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.
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SECTION 6
CORPORATE SEAL. The Corporation may or may not have a corporate seal, as may
from time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE VII
INDEMNIFICATION
SECTION 1
INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS. Every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or Officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a Director or Officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general Corporation law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of Officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or Officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, Officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of Stockholders, provision
of law or otherwise, as well as their rights under this Article.
SECTION 2
INSURANCE. The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a Director or Officer
of the Corporation, or is or was serving at the request of the Corporation as a
Director or Officer of another Corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
SECTION 3
FURTHER BYLAWS. The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Nevada.
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ARTICLE VIII
AMENDMENTS
SECTION 1
AMENDMENTS BY STOCKHOLDERS. The Bylaws may be amended by a majority vote of all
the Stock issued and outstanding and entitled to vote for the election of
Directors of the Stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
SECTION 2
AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors by a majority vote of
the whole Board at any meeting may amend these Bylaws, including Bylaws adopted
by the Stockholders, but the Stockholders may from time to time specify
particular provisions of the Bylaws, which shall not be amended by the Board of
Directors.
APPROVED AND ADOPTED this March 8, 2006.
/s/ Altaf Alimohamed
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Altaf Alimohamed
Chief Executive Officer
CERTIFICATE
I hereby certify that I am the Secretary of Pointstar Entertainment Corp., and
that the foregoing Bylaws, constitute the code of Bylaws of Pointstar
Entertainment Corp., as duly adopted by the Board of Directors of the
Corporation on March 8, 2006.
DATED this 8th day of March, 2006.
/s/ Rafeh Hulays
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Rafeh Hulays
Secretary
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