Exhibit 3 (ii)
BY-LAWS
OF
CAVIT SCIENCES, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors to the corporation.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders shall be
held when directed by the President or by the Board of Directors.
SECTION 3. PLACE. Meetings of shareholders may be held within or without
the State of Florida.
SECTION 4. NOTICE. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting to each shareholder. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed at his address as
it appears on the stock transfer books of the corporation, with postage thereon
prepaid.
SECTION 5. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
SECTION 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any determination of shareholders, such
date in any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
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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 for the adjourned meeting.
SECTION 7. VOTING RECORD. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of shareholders entitled to
vote at such meeting or any adjournment thereof, with the address and the number
and class or series, if any, of shares held by each. The list for a period of
ten days prior to such meeting shall be kept on file at the registered office of
the corporation at the principal place of business of the corporation or at the
office of the transfer agent or registrar of the corporation and any shareholder
shall be entitled to inspect the list at any time during usual business hours.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder at any time during the
meeting.
If the requirements of this section have not been substantially complied
with, the meeting on demand of any shareholder in person or by proxy shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. When a specified item of business is required to be
voted on by a class or series of stock, a majority of the shares of such class
or series shall constitute a quorum for the transaction of such item of business
by that class or series.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of this corporation held 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.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. If shares outstanding are held in the name of a trustee, such
trustee shall be entitled to vote shares held by him as trustee without a
transfer of such shares into the trustee's name.
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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 name, if authority so to do be 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 have been transferred into the name of the pledgee and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On an after the date on which written notice of the redemption of the
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.
SECTION 10. PROXIES. Every shareholder entitled to a vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him as proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided by proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise by law.
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more persons
and does not otherwise provide, a majority of them present at the meeting, or if
only one is present, then that one, may exercise all the powers conferred by the
proxy, but if the proxy holders present at the meeting are equally divided as to
the right and manner of voting in any particular case, the voting of such shares
shall be pro-rated.
If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.
ARTICLE II. DIRECTORS.
SECTION 1. FUNCTION. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of a corporation shall be managed
under the direction of, the Board of Directors.
SECTION 2. QUALIFICATION. The Directors of the corporation do not have to
be residents of this state or shareholders of this corporation.
SECTION 3. COMPENSATION. The Board of Directors shall have authority to fix
compensation for the directors.
SECTION 4. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinary prudent
person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinion, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
a) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented; or
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b) counsel, public accountants or other persons as to the matters which the
director reasonably believes to be within such person's professional or expert
competence; or
c) a committee of the board upon which he does not serve, duly designated
in accordance with a provision of the Articles of Incorporation or by the
By-Laws, as to matters which the Director reasonably believes to be within such
person's professional or expert competence; or
d) a committee of the board upon which he does not serve, duly designated
in accordance with a provision of the Articles of Incorporation or by the
By-Laws, as to matters within its designated authority, which committee the
Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
SECTION 5. PRESUMPTION OF ASSENT. A Director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
SECTION 6. NUMBER. This corporation shall have three Directors, initially.
The number of Directors may be increased or decreased from time to time by a
majority vote of stockholders, but no decrease shall have the effect of
shortening the terms of any incumbent Directors. If the number of Directors is
increased it shall be increased to an odd number and the amount of Directors
shall not exceed seven.
SECTION 7. ELECTION AND TERM. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual directors to hold office until the next succeeding annual
meeting. Each director shall hold office for the term for which he is elected
and qualified or until his earlier resignation, removal from office or death.
SECTION 8. VACANCIES. Any vacancy occurring on the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of the majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
SECTION 9. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
SECTION 10. QUORUM AND VOTING. A majority of the number of directors fixed
by these By-Laws shall constitute a quorum for the transaction of business. The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 11. DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between this corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors or officers are financially interested, shall be either void or
voidable because of such relationship or interest because such director or
directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if
a) the fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
b) the fact of such relationship or interest is disclosed or known to the
shareholders entitled to a vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
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c) the contract or transaction is fair and reasonable as to the corporation
at the time it is authorized by the board, a committee or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
SECTION 12. PLACE OF MEETINGS. Regular and special meetings of the Board of
Directors may be held within or without the State of Florida.
SECTION 13. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of the
Board of Directors shall be held annually not later than thirteen months after
the last preceding annual meeting of directors. Written notice of the time and
place of special meetings of Board of Directors shall be given to each director
by either personal delivery, telegram or cablegram at least two days before the
meeting or by notice mailed to the director at least five days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all obligations to the place of the meeting,
the time of the meeting or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened and such object is duly entered in the minutes of such meeting. It
shall be the objecting director's obligation to insure inclusion in the minutes
of his objection.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice of
waiver or notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and unless the time and place of the
adjourned meeting are announced at the time of the adjournment to the other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation or by any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
SECTION 14. ACTION WITHOUT A MEETING. Any action required to be taken at a
meeting of the directors of a corporation or any action which may be taken at a
meeting of the directors or a committee thereof may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the directors or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the board or of the committee. Such
consent shall have the same effect as an unanimous vote.
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ARTICLE III. OFFICERS.
SECTION 1. OFFICERS. The officers of this corporation shall consist of a
Chief Executive Officer, a President, a Secretary Treasurer and one or more Vice
Presidents, if elected, each of whom shall be elected by the Board of Directors
at the first meeting of directors immediately following the annual meeting of
shareholders of this corporation, and shall serve until their respective
successors are chosen and qualify. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the same
person. The failure to elect a President or Secretary Treasurer shall not affect
the existence of this corporation.
SECTION 2. DUTIES. The officers of this corporation shall have the
following duties:
a) The Chief Executive Officer ("CEO") shall oversee and direct the
President, Vice President and Secretary Treasurer in the operation of the
corporation.
b) The President shall be the President of the corporation, shall have
general and active management of the business and affairs of the corporation,
subject to the directors of the Board of Directors, and shall preside at all
meetings of the stockholders and Board of Directors.
c) The Secretary Treasurer, shall have custody of, and maintain all of the
corporate records, shall record the minutes of all meetings of the stockholders
and Board of Directors, and send out notices of all meetings, have custody of
corporate financial records, shall keep full and accurate accounts of receipts
and disbursements, and render accounts thereof at the annual meetings of
stockholders and whenever else required by the Board of Directors or the
President, and shall perform such other duties as may be prescribed by the Board
of Directors or the President.
d) The Vice President, if elected, shall be the person who shall perform
the President's functions when said President is absent or unable to perform the
President's functions and in addition, the Vice President shall assist in the
general and active management of the business as the CEO, President and/or the
Board of Directors may direct. The corporation may have more than one Vice
President, and one Vice President may be designated the Chief Financial Officer
and/or the Principal Accounting Officer of the corporation. If there is more
than one Vice President elected by the Board of Directors, then the Board of
Directors shall designate one of the Vice Presidents as the person who shall
perform the President's functions in his absence or in the event the President
is unable to perform the functions of the office of the President.
SECTION 3. REMOVAL OF OFFICERS. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby.
Any vacancy, however, occurring, in any office may be filled by the Board
of Directors unless the By-Laws shall have expressly reserved such power to the
shareholders.
Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.
ARTICLE IV. STOCK CERTIFICATES. Every holder of shares in this corporation
shall be entitled to have a certificate, representing all shares to which he is
entitled. Certificates may be issued without payment for the same.
SECTION 1. FORM. Certificates representing shares in this corporation shall
be signed by the President or Vice President, if elected, and the Secretary or
an Assistant Secretary, and may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the corporation
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itself or an employee of the corporation. In case any officer who signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be used by
the corporation with the same effect as if he were such officer at the date of
its issuance.
Every certificate representing shares (other than shares of common stock)
issued by this corporation shall set forth or fairly summarize upon the face or
back of the certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, the
designation, preferences, limitations and relative rights of the shares of each
class or series authorized to be issued, and the corporation will furnish to any
shareholder upon request and without charge a full statement of the designation,
preferences, limitations and relative rights of the shareholders of each class
or series authorized to be issued and the variations in the relative rights and
preferences between the shares of each series so far as the same have been fixed
and determined, and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to the transfer and shall set forth or fairly summarize upon the
certificate or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of such restrictions.
Each certificate representing shares shall state upon the face thereof: The
name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class or series, if any, which such certificate represents; and the par value of
each share represented by such certificate or a statement that the shares are
without value.
SECTION 2. TRANSFER OF STOCK. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York of American Stock Exchange. The President of the
corporation may waive the latter requirements at his discretion.
ARTICLE V. BOOKS AND RECORDS.
SECTION 1. BOOKS AND RECORDS. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors.
This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, and the number, class and series, if any, of the shares held by
each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been
a holder of record of shares or of voting certificates for shares at least six
months immediately preceding his demand or shall be the holder of record of
voting trust certificates for at least five percent of the outstanding shares of
any class or series of the corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at
any reasonable time or times, for any proper purpose the corporation's relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
SECTION 3. FINANCIAL INFORMATION. Not later than three months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of the fiscal year, and a profit and loss statement showing the
results of the operation of the corporation during its fiscal year.
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Upon written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five years and shall be subject to inspection during the business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS.
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the Articles
of Incorporation, subject to the following provisions:
a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus, howsoever arising, but each dividend paid out of capital surplus
shall be identified as a distribution of capital surplus and the amount per
share paid from such surplus shall be disclosed to the shareholders receiving
the same concurrently with the distribution.
b) Dividends may be declared and paid in the corporation's own treasury
shares.
c) Dividends may be declared and paid in the corporation's own authorized
but unissued shares out of any unreserved and unrestricted surplus of the
corporation under the following conditions:
1) If a dividend is payable in shares having a par value, such shares shall
be reissued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregated par value of the shares to be issued as a
dividend.
2) If a dividend is payable in shares without a par value, such shares
shall be reissued at such stated value as shall be fixed by the Board of
Directors by resolution adopted at the time such dividend is paid, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
d) No dividend payable in shares of any class shall be paid to the holders
of shares of any other class or series unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
e) A split-up or division of the issued shares of any class into a greater
number of shares of the same class without increasing the stated capital of the
corporation shall not be construed to be a share dividend within the meaning of
this section.
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ARTICLE VII. CORPORATE SEAL.
The Board of Directors shall provide a corporate seal which shall be in
circular form and shall have inscribed thereon the following:
CAVIT SCIENCES, INC.
2006
FLORIDA
However, the corporation shall not be required to affix its corporate seal to
any legal document.
ARTICLE VIII. AMENDMENT.
The By-Laws may be replaced or amended, and new By-Laws may be adopted, by
either the Board of Directors or the shareholders, but the Board of Directors
may not amend or repeal any By-Laws adopted by the shareholders if the
shareholders specifically provide such By-Law are not subject to amendment or
repeal by the directors.
These By-Laws were duly adopted by the Board of Directors of this
corporation on the 26th day of June, 2006.
/s/ Colm J. King
--------------------------------
Secretary
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