Exhibit 3.2
BYLAWS
OF
GRAY CREEK MINING, INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day,
and hour of the meeting, and the general nature of the business of the meeting,
must be faxed, personally delivered or mailed postage prepaid to each
shareholder of the Corporation entitled to vote at the meeting at the address of
the shareholder as it appears on the stock transfer ledger of the Corporation,
at least ten (10) days prior to the meeting. Accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, a shareholder
will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by shareholders representing a majority of
the shares entitled to vote at such a meeting, except however, if a different
proportion of voting power is required by law, the Articles of Incorporation or
these Bylaws, than that proportion of written consents is required. Such written
consents must be filed with the minutes of the proceedings of the shareholders
of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or special
meeting unless a quorum of shareholders, entitled to attend and vote,
is present at the commencement of the meeting, but the quorum need not
be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons
present and being, or representing by proxy, shareholders of the
Corporation.
c) If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand
adjourned to a day, time and place as determined by the chairman of
the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of stock
in his or her own name on the books of the corporation, whether represented in
person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the
vote takes place is not entitled to have a casting vote in addition to the vote
or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special
meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may
do so either in person or by proxy. A form of proxy must be in writing
under the hand of the appointor or of his or her attorney duly
authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxyholder need not be a
shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any,
under which it is signed or a facsimiled copy thereof must be
deposited at the registered office of the Corporation or at such other
place as is specified for that purpose in the notice convening the
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meeting. In addition to any other method of depositing proxies
provided for in these Bylaws, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at a
place or places and fixing the time or times for depositing the
proxies not exceeding 48 hours (excluding Saturdays, Sundays and
holidays) preceding the meeting or adjourned meeting specified in the
notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and
not more than nine (9) directors. The number of Directors may be fixed
and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly
elected and qualified or until there is a decrease in the number of
directors. Thereinafter, Directors will be elected at the annual
meeting of shareholders and shall hold office until the annual meeting
of the shareholders next succeeding his or her election, or until his
or her prior death, resignation or removal. Any Director may resign at
any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected. A Director so appointed holds office only
until the next following annual meeting of the Corporation, but is
eligible for election at that meeting. So long as he or she is an
additional Director, the number of Directors will be increased
accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except
for those powers conferred upon or reserved for the shareholders or
any other persons as required under Nevada state law, the
Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined
by the Directors or, if the Directors decide, by the shareholders.
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Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is
willing to act as chairman, the Directors present shall choose one of
their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of votes.
In case of an equality of votes the chairman does not have a second or
casting vote. Meetings of the Board held at regular intervals may be
held at the place and time upon the notice (if any) as the Board may
by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee
of the Directors using conference telephones or other communications
facilities by which all Directors participating in the meeting can
hear each other and provided that all such Directors agree to such
participation. A Director participating in a meeting in accordance
with this Bylaw is deemed to be present at the meeting and to have so
agreed. Such Director will be counted in the quorum and entitled to
speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call
a meeting of the Board. Reasonable notice of the meeting specifying
the place, day and hour of the meeting must be given by mail, postage
prepaid, addressed to each of the Directors and alternate Directors at
his or her address as it appears on the books of the Corporation or by
leaving it at his or her usual business or residential address or by
telephone, facsimile or other method of transmitting legibly recorded
messages. It is not necessary to give notice of a meeting of Directors
to a Director immediately following a shareholder meeting at which the
Director has been elected, or is the meeting of Directors at which the
Director is appointed.
e) A Director of the Corporation may file with the Secretary a document
executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him
and may at any time withdraw the waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings
and until the waiver is withdrawn no notice of a meeting of Directors
need be given to the Director. All meetings of the Directors so held
will be deemed not to be improperly called or constituted by reason of
notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a
majority of the Directors or, if the number of Directors is fixed at
one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number
fixed pursuant to these Bylaws as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a shareholder
meeting of the Corporation, but for no other purpose.
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h) All acts done by a meeting of the Directors, a committee of Directors,
or a person acting as a Director, will, notwithstanding that it be
afterwards discovered that there was some defect in the qualification,
election or appointment of the Directors, shareholders of the
committee or person acting as a Director, or that any of them were
disqualified, be as valid as if the person had been duly elected or
appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the
Directors is as valid as if it had been passed at a meeting of the
Directors duly called and held. A resolution may be in two or more
counterparts which together are deemed to constitute one resolution in
writing. A resolution must be filed with the minutes of the
proceedings of the directors and is effective on the date stated on it
or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by a vote of two-thirds of the shareholders entitled
to vote thereon, at a special meeting of the shareholders called for that
purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among
its members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with such
powers and authority (to the extent permitted by law and these Bylaws)
as may be provided in such resolution. Unless the Articles of
Incorporation or Bylaws state otherwise, the Board of Directors may
appoint natural persons who are not Directors to serve on such
committees authorized herein. Each such committee shall serve at the
pleasure of the Board of Directors and unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws,
shall be governed by the rules and regulations stated herein regarding
the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall
cause them to be recorded in the books kept for that purpose, and
shall report them to the Board at such times as the Board may from
time to time require. The Board has the power at any time to revoke or
override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall
be stated in these Bylaws or in a resolution of the Board of Directors
which is not inconsistent with these Bylaws. The officers of the
Corporation shall consist of a president, secretary, treasurer, and
also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such other officers as the Board of Directors
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may from time to time deem advisable. Any officer may hold two or more
offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board
of Directors next succeeding his or her election, and until his or her
successor shall have been duly elected and qualified, subject to
earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority
vote of the Board, either with or without cause, and a successor appointed by
the Board at any time, and any officer or assistant officer, if appointed by
another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be
determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his or her duties or interests as an officer of the Corporation
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict.
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares
owned by the shareholder in the Corporation. Whenever any certificate
is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures
of the officers or agents, the transfer agent or transfer clerk or the
registrar of the Corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If the Corporation uses
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facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise
authenticates any stock certificates in both capacities. If any
officer who has 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 issued by the Corporation with
the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer
of such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying
the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and
series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as
they may think fit, order the certificate to be cancelled and
issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon and indemnity, if any
being given, as the Directors think adequate, the Directors shall
issue a new certificate; or
(iii)represents more than one share and the registered owner
surrenders it to the Corporation with a written request that the
Corporation issue in his or her name two or more certificates,
each representing a specified number of shares and in the
aggregate representing the same number of shares as the
certificate so surrendered, the Corporation shall cancel the
certificate so surrendered and issue new certificates in
accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized
by a written power of attorney; and in the case of shares represented
by certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly
endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due
thereon.
b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of
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any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than
60 days permitted by the preceding the date of a meeting of
shareholders or a class of shareholders, or of the payment of a
dividend or of the proposed taking of any other proper action
requiring the determination of shareholders as the record date for the
determination of the shareholders entitled to notice of, or to attend
and vote at, a meeting and an adjournment of the meeting, or entitled
to receive payment of a dividend or for any other proper purpose and,
in such case, notwithstanding anything in these Bylaws, only
shareholders of records on the date so fixed will be deemed to be the
shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders
as provided in the preceding Bylaw, the date on which the notice is
mailed or on which the resolution declaring the dividend is adopted,
as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors
so resolve, will not be required to issue fractional shares in connection with
an amalgamation, consolidation, exchange or conversion. At the discretion of the
Directors, fractional interests in shares may be rounded to the nearest whole
number, with fractions of 1/2 being rounded to the next highest whole number, or
may be purchased for cancellation by the Corporation for such consideration as
the Directors determine. The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to the
Corporation in exchange for consideration and a determination so made is binding
upon all shareholders of the Corporation. In case shareholders having fractional
interests in shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in shares,
such deposit to be set aside in trust for such shareholders. Such setting aside
is deemed to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as outstanding
and such shareholders will not be considered to be shareholders of the
Corporation with respect thereto and will have no right except to receive
payment of the money so set aside and deposited upon delivery of the
certificates for the shares held prior to the amalgamation, consolidation,
exchange or conversion which result in fractional interests in shares.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine and shares may be issued pro rata and
without consideration to the Corporation's shareholders or to the
shareholders of one or more classes or series.
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b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to
be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think
fit,
(ii) issue bonds, debentures and other debt obligations either
outright or as security for liability or obligation of the
Corporation or another person, and
(iii)mortgage, charge, whether by way of specific or floating charge,
and give other security on the undertaking, or on the whole or a
part of the property and assets of the Corporation (both present
and future).
b) A bond, debenture or other debt obligation of the Corporation may be
issued at a discount, premium or otherwise, and with a special
privilege as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities, attending
and voting at shareholder meetings of the Corporation, appointment of
Directors or otherwise, and may by its terms be assignable free from
equities between the Corporation and the person to whom it was issued
or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made by a majority vote of the shareholders at any annual meeting
or special meeting called for that purpose.
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Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Corporation or
who holds an office or possesses property whereby, directly or
indirectly, a duty or interest might be created to conflict with his
or her duty or interest as a Director, shall declare the nature and
extent of his or her interest in such contract or transaction or of
the conflict with his or her duty and interest as a Director, as the
case may be.
b) A Director shall not vote in respect of a contract or transaction with
the Corporation in which he is interested and if he does so his or her
vote will not be counted, but he will be counted in the quorum present
at the meeting at which the vote is taken. The foregoing prohibitions
do not apply to:
(i) a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm
in which he has an interest has guaranteed or joined in
guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of
which a Director is a director or officer;
(iii)a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary of
the Corporation, or a contract, arrangement or transaction in
which a Director is directly or indirectly interested if all the
other Directors are also directly or indirectly interested in the
contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation
(other than the office of Auditor of the Corporation) in conjunction
with his or her office of Director for the period and on the terms (as
to remuneration or otherwise) as the Directors may determine. No
Director or intended Director will be disqualified by his or her
office from contracting with the Corporation either with regard to the
tenure of any such other office or place of profit, or as vendor,
purchaser or otherwise, and, no contract or transaction entered into
by or on behalf of the Corporation in which a Director is interested
is liable to be voided by reason thereof.
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d) A Director or his or her firm may act in a professional capacity for
the Corporation (except as Auditor of the Corporation), and he or his
or her firm is entitled to remuneration for professional services as
if he were not a Director.
e) A Director may be or become a director or other officer or employee
of, or otherwise interested in, a corporation or firm in which the
Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or
other benefits received by him as director, officer or employee of, or
from his or her interest in, the other corporation or firm, unless the
shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or
former Director of the Corporation and the Directors may cause the
Corporation to indemnify a director or former director of a
corporation of which the Corporation is or was a shareholder and the
heirs and personal representatives of any such person against all
costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by him
or them including an amount paid to settle an action or satisfy a
judgment inactive criminal or administrative action or proceeding to
which he is or they are made a party by reason of his or her being or
having been a Director of the Corporation or a director of such
corporation, including an action brought by the Corporation or
corporation. Each Director of the Corporation on being elected or
appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which the
Corporation is or was a shareholder (notwithstanding that he is also a
Director), and his or her heirs and personal representatives against
all costs, charges and expenses incurred by him or them and resulting
from his or her acting as an officer, employee or agent of the
Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation
(if he is not a full time employee of the Corporation and
notwithstanding that he is also a Director), and his or her respective
heirs and legal representatives against all costs, charges and
expenses incurred by him or them and arising out of the functions
assigned to the Secretary by the Corporation Act or these Articles and
each such Secretary and Assistant Secretary, on being appointed is
deemed to have contracted with the Corporation on the terms of the
foregoing indemnity.
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c) The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a
Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the
Corporation is or was a shareholder and his or her heirs or personal
representatives against a liability incurred by him as a Director,
officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
GRAY CREEK MINING INC.
per:
/s/ Alan J. Cox
-------------------------------
Alan J. Cox, Secretary
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