Exhibit 3.2
BYLAWS
OF
SANDFIELD VENTURES CORP.
A NEVADA CORPORATION
ARTICLE 1.
DEFINITIONS
1.1 DEFINITIONS. Unless the context clearly requires otherwise, in these
Bylaws:
(a) "BOARD" means the board of directors of the Company.
(b) "BYLAWS" means these bylaws as adopted by the Board and includes
amendments subsequently adopted by the Board or by the
Stockholders.
(c) "ARTICLES OF INCORPORATION" means the Articles of Incorporation
of Sandfield Ventures Corp., as filed with the Secretary of State
of the State of Nevada and includes all amendments thereto and
restatements thereof subsequently filed.
(d) "COMPANY" means Sandfield Ventures Corp., a Nevada corporation.
(e) "SECTION" refers to sections of these Bylaws.
(f) "STOCKHOLDER" means stockholders of record of the Company.
1.2 OFFICES. The title of an office refers to the person or persons who at
any given time perform the duties of that particular office for the
Company.
ARTICLE 2.
OFFICES
2.1 PRINCIPAL OFFICE. The Company may locate its principal office within or
without the state of incorporation as the Board may determine.
2.2 REGISTERED OFFICE. The registered office of the Company required by law
to be maintained in the state of incorporation may be, but need not be,
the same as the principal place of business of the Company. The Board
may change the address of the registered office from time to time.
2.3 OTHER OFFICES. The Company may have offices at such other places, either
within or without the state of incorporation, as the Board may designate
or as the business of the Company may require from time to time.
ARTICLE 3.
MEETINGS OF STOCKHOLDERS
3.1 ANNUAL MEETINGS. The annual meeting of the stockholders shall be held on
the 5th day of November, each year, beginning with 2008, at the hour of
1 o'clock p.m., or at such other time on such other day within such
month as shall be fixed by the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may
come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the State of Nevada, such meeting shall be held on
the next succeeding business day.
3.2 SPECIAL MEETINGS. The Board, the Chairman of the Board, the President or
a committee of the Board duly designated and whose powers and authority
include the power to call meetings may call special meetings of the
Stockholders of the Company at any time for any purpose or purposes.
Special meetings of the Stockholders of the Company may also be called
by the holders of at least 30% of all shares entitled to vote at the
proposed special meeting.
3.3 PLACE OF MEETINGS. The Stockholders shall hold all meetings at such
places, within or without the State of Nevada, as the Board or a
committee of the Board shall specify in the notice or waiver of notice
for such meetings.
3.4 NOTICE OF MEETINGS. Except as otherwise required by law, the Board or a
committee of the Board shall give notice of each meeting of
Stockholders, whether annual or special, not less than 10 nor more than
50 days before the date of the meeting. The Board or a committee of the
Board shall deliver a notice to each Stockholder entitled to vote at
such meeting by delivering a typewritten or printed notice thereof to
him personally, or by depositing such notice in the United States mail,
in a postage prepaid envelope, directed to him at his address as it
appears on the records of the Company, or by transmitting a notice
thereof to him at such address by telegraph, telecopy, cable or
wireless. If mailed, notice is given on the date deposited in the United
States mail, postage prepaid, directed to the Stockholder at his address
as it appears on the records of the Company. An affidavit of the
Secretary or an Assistant Secretary or of the Transfer Agent of the
Company that he has given notice shall constitute, in the absence of
fraud, prima facie evidence of the facts stated therein.
Every notice of a meeting of the Stockholders shall state the place,
date and hour of the meeting and, in the case of a special meeting, also
shall state the purpose or purposes of the meeting. Furthermore, if the
Company will maintain the list at a place other than where the meeting
will take place, every notice of a meeting of the Stockholders shall
specify where the Company will maintain the list of Stockholders
entitled to vote at the meeting.
3.5 STOCKHOLDER NOTICE. Subject to the Articles of Incorporation, the
Stockholders who intend to nominate persons to the Board of Directors or
propose any other action at an annual meeting of Stockholders must
timely notify the Secretary of the Company of such intent. To be timely,
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a Stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 50 days nor
more than 90 days prior to the date of such meeting; provided, however,
that in the event that less than 75 days' notice of the date of the
meeting is given or made to Stockholders, notice by the Stockholder to
be timely must be received not later than the close of business on the
15th day following the date on which such notice of the date of the
annual meeting was mailed. Such notice must be in writing and must
include a (i) a brief description of the business desired to the brought
before the annual meeting and the reasons for conducting such business
at the meeting; (ii) the name and record address of the Stockholder
proposing such business; (iii) the class, series and number of shares of
capital stock of the Company which are beneficially owned by the
Stockholder; and (iv) any material interest of the Stockholder in such
business. The Board of Directors reserves the right to refuse to submit
any such proposal to stockholders at an annual meeting if, in its
judgment, the information provided in the notice is inaccurate or
incomplete.
3.6 WAIVER OF NOTICE. Whenever these Bylaws require written notice, a
written waiver thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall constitute the equivalent
of notice. Attendance of a person at any meeting shall constitute a
waiver of notice of such meeting, except when the person attends the
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened. No written waiver of notice need specify
either the business to be transacted at, or the purpose or purposes of
any regular or special meeting of the Stockholders, directors or members
of a committee of the Board.
3.7 ADJOURNMENT OF MEETING. When the Stockholders adjourn a meeting to
another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Stockholders may
transact any business which they may have transacted at the original
meeting. If the adjournment is for more than 30 days or, if after the
adjournment, the Board or a committee of the Board fixes a new record
date for the adjourned meeting, the Board or a committee of the Board
shall give notice of the adjourned meeting to each Stockholder of record
entitled to vote at the meeting.
3.8 QUORUM. Except as otherwise required by law, the holders of a majority
of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all
purposes at any meeting of the Stockholders. In the absence of a quorum
at any meeting or any adjournment thereof, the holders of a majority of
the shares of stock entitled to vote who are present, in person or by
proxy, or, in the absence therefrom of all the Stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting to another place, date or time.
If the chairman of the meeting gives notice of any adjourned special
meeting of Stockholders to all Stockholders entitled to vote thereat,
stating that the minimum percentage of stockholders for a quorum as
provided by Nevada law shall constitute a quorum, then, except as
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otherwise required by law, that percentage at such adjourned meeting
shall constitute a quorum and a majority of the votes cast at such
meeting shall determine all matters.
3.9 ORGANIZATION. Such person as the Board may have designated or, in the
absence of such a person, the highest ranking officer of the Company who
is present shall call to order any meeting of the Stockholders,
determine the presence of a quorum, and act as chairman of the meeting.
In the absence the Secretary or an Assistant Secretary of the Company,
the chairman shall appoint someone to act as the secretary of the
meeting.
3.10 CONDUCT OF BUSINESS. The chairman of any meeting of Stockholders shall
determine the order of business and the procedure at the meeting,
including such regulations of the manner of voting and the conduct of
discussion as he deems in order.
3.11 LIST OF STOCKHOLDERS. At least 10 days before every meeting of
Stockholders, the Secretary shall prepare a list of the Stockholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order, showing the address of each Stockholder and the
number of shares registered in the name of each Stockholder. The Company
shall make the list available for examination by any Stockholder for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place
within the city where the meeting will take place or at the place
designated in the notice of the meeting.
The Secretary shall produce and keep the list at the time and place of
the meeting during the entire duration of the meeting, and any
Stockholder who is present may inspect the list at the meeting. The list
shall constitute presumptive proof of the identity of the Stockholders
entitled to vote at the meeting and the number of shares each
Stockholder holds.
A determination of Stockholders entitled to vote at any meeting of
Stockholders pursuant to this Section shall apply to any adjournment
thereof.
3.12 FIXING OF RECORD DATE. For the purpose of determining Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or Stockholders entitled to receive payment of any
dividend, or in order to make a determination of Stockholders for any
other proper purpose, the Board or a committee of the Board may fix in
advance a date as the record date for any such determination of
Stockholders. However, the Board shall not fix such date, in any case,
more than 50 days nor less than 10 days prior to the date of the
particular action.
If the Board or a committee of the Board does not fix a record date for
the determination of Stockholders entitled to notice of or to vote at a
meeting of Stockholders, the record date shall be at the close of
business on the day next preceding the day on which notice is given or
if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held or the date on which the Board
adopts the resolution declaring a dividend.
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3.13 VOTING OF SHARES. Each Stockholder shall have one vote for every share
of stock having voting rights registered in his name on the record date
for the meeting. The Company shall not have the right to vote treasury
stock of the Company, nor shall another corporation have the right to
vote its stock of the Company if the Company holds, directly or
indirectly, a majority of the shares entitled to vote in the election of
directors of such other corporation. Persons holding stock of the
Company in a fiduciary capacity shall have the right to vote such stock.
Persons who have pledged their stock of the Company shall have the right
to vote such stock unless in the transfer on the books of the Company
the pledgor expressly empowered the pledgee to vote such stock. In that
event, only the pledgee, or his proxy, may represent such stock and vote
thereon.
A plurality of the votes of the shares present in person or represented
by proxy at the meeting and entitled to vote shall determine all
elections and, except when the law or Articles of Incorporation requires
otherwise, the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting and entitled to vote shall
determine all other matters.
Where a separate vote by a class or classes is required, a majority of
the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action
with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or
represented by proxy at the meeting shall be the act of such class.
The Stockholders may vote by voice vote on all matters. Upon demand by a
Stockholder entitled to vote, or his proxy, the Stockholders shall vote
by ballot. In that event, each ballot shall state the name of the
Stockholder or proxy voting, the number of shares voted and such other
information as the Company may require under the procedure established
for the meeting.
3.14 INSPECTORS. At any meeting in which the Stockholders vote by ballot, the
chairman may appoint one or more inspectors. Each inspector shall take
and sign an oath to execute the duties of inspector at such meeting
faithfully, with strict impartiality, and according to the best of his
ability. The inspectors shall ascertain the number of shares outstanding
and the voting power of each; determine the shares represented at a
meeting and the validity of proxies and ballots; count all votes and
ballots; determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the
inspectors; and certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.
The certification required herein shall take the form of a subscribed,
written report prepared by the inspectors and delivered to the Secretary
of the Company. An inspector need not be a Stockholder of the Company,
and any officer of the Company may be an inspector on any question other
than a vote for or against a proposal in which he has a material
interest.
3.15 PROXIES. A Stockholder may exercise any voting rights in person or by
his proxy appointed by an instrument in writing, which he or his
authorized attorney-in-fact has subscribed and which the proxy has
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delivered to the secretary of the meeting pursuant to the manner
prescribed by law.
A proxy is not valid after the expiration of 13 months after the date of
its execution, unless the person executing it specifies thereon the
length of time for which it is to continue in force (which length may
exceed 12 months) or limits its use to a particular meeting. Each proxy
is irrevocable if it expressly states that it is irrevocable and if, and
only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.
The attendance at any meeting of a Stockholder who previously has given
a proxy shall not have the effect of revoking the same unless he
notifies the Secretary in writing prior to the voting of the proxy.
3.16 ACTION BY CONSENT. Any action required to be taken at any annual or
special meeting of stockholders of the Company or any action which may
be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Company by delivery
to its registered office, its principal place of business, or an officer
or agent of the Company having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to the Company's
registered office shall be by hand or by certified or registered mail,
return receipt requested.
Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless,
within 50 days of the earliest dated consent delivered in the manner
required by this section to the Company, written consents signed by a
sufficient number of holders to take action are delivered to the Company
by delivery to its registered office, its principal place of business or
an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to
the Company's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders
who have not consented in writing.
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ARTICLE 4.
BOARD OF DIRECTORS
4.1 GENERAL POWERS. The Board shall manage the property, business and
affairs of the Company.
4.2.1 NUMBER. The number of directors who shall constitute the Board shall
equal not less than one nor more than 9, as the Board may determine by
resolution from time to time.
4.3 ELECTION OF DIRECTORS AND TERM OF OFFICE. The Stockholders of the
Company shall elect the directors at the annual or adjourned annual
meeting (except as otherwise provided herein for the filling of
vacancies). Each director shall hold office until his death,
resignation, retirement, removal, or disqualification, or until his
successor shall have been elected and qualified.
4.4 RESIGNATIONS. Any director of the Company may resign at any time by
giving written notice to the Board or to the Secretary of the Company.
Any resignation shall take effect upon receipt or at the time specified
in the notice. Unless the notice specifies otherwise, the effectiveness
of the resignation shall not depend upon its acceptance.
4.5 REMOVAL. Stockholders holding a majority of the outstanding shares
entitled to vote at an election of directors may remove any director or
the entire Board of Directors at any time, with or without cause.
4.6 VACANCIES. A majority of the remaining directors, although less than a
quorum, or a sole remaining director may fill any vacancy on the Board,
whether because of death, resignation, disqualification, an increase in
the number of directors, or any other cause. Any director elected to
fill a vacancy shall hold office until his death, resignation,
retirement, removal, or disqualification, or until his successor shall
have been elected and qualified.
4.7 CHAIRMAN OF THE BOARD. At the initial and annual meeting of the Board,
the directors may elect from their number a Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board and
shall perform such other duties as the Board may direct. The Board also
may elect a Vice Chairman and other officers of the Board, with such
powers and duties as the Board may designate from time to time.
4.8 COMPENSATION. The Board may compensate directors for their services and
may provide for the payment of all expenses the directors incur by
attending meetings of the Board or otherwise.
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ARTICLE 5.
MEETINGS OF DIRECTORS
5.1 REGULAR MEETINGS. The Board may hold regular meetings at such places,
dates and times as the Board shall establish by resolution. If any day
fixed for a meeting falls on a legal holiday, the Board shall hold the
meeting at the same place and time on the next succeeding business day.
The Board need not give notice of regular meetings.
5.2 PLACE OF MEETINGS. The Board may hold any of its meetings in or out of
the State of Nevada, at such places as the Board may designate, at such
places as the notice or waiver of notice of any such meeting may
designate, or at such places as the persons calling the meeting may
designate.
5.3 MEETINGS BY TELECOMMUNICATIONS. The Board or any committee of the Board
may hold meetings by means of conference telephone or similar
telecommunications equipment that enable all persons participating in
the meeting to hear each other. Such participation shall constitute
presence in person at such meeting.
5.4 SPECIAL MEETINGS. The Chairman of the Board, the President, or one-half
of the directors then in office may call a special meeting of the Board.
The person or persons authorized to call special meetings of the Board
may fix any place, either in or out of the State of Nevada as the place
for the meeting.
5.5 NOTICE OF SPECIAL MEETINGS. The person or persons calling a special
meeting of the Board shall give written notice to each director of the
time, place, date and purpose of the meeting of not less than three
business days if by mail and not less than 24 hours if by telegraph or
in person before the date of the meeting. If mailed, notice is given on
the date deposited in the United States mail, postage prepaid, to such
director. A director may waive notice of any special meeting, and any
meeting shall constitute a legal meeting without notice if all the
directors are present or if those not present sign either before or
after the meeting a written waiver of notice, a consent to such meeting,
or an approval of the minutes of the meeting. A notice or waiver of
notice need not specify the purposes of the meeting or the business
which the Board will transact at the meeting.
5.6 WAIVER BY PRESENCE. Except when expressly for the purpose of objecting
to the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.
5.7 QUORUM. A majority of the directors then in office shall constitute a
quorum for all purposes at any meeting of the Board. In the absence of a
quorum, a majority of directors present at any meeting may adjourn the
meeting to another place, date or time without further notice. No
proxies shall be given by directors to any person for purposes of voting
or establishing a quorum at a directors meetings.
5.8 CONDUCT OF BUSINESS. The Board shall transact business in such order and
manner as the Board may determine. Except as the law requires otherwise,
the Board shall determine all matters by the vote of a majority of the
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directors present at a meeting at which a quorum is present. The
directors shall act as a Board, and the individual directors shall have
no power as such.
5.9 ACTION BY CONSENT. The Board or a committee of the Board may take any
required or permitted action without a meeting if all members of the
Board or committee consent thereto in writing and file such consent with
the minutes of the proceedings of the Board or committee.
ARTICLE 6.
COMMITTEES
6.1 COMMITTEES OF THE BOARD. The Board may designate, by a vote of a
majority of the directors then in office, committees of the Board. The
committees shall serve at the pleasure of the Board and shall possess
such lawfully delegable powers and duties as the Board may confer.
6.2 SELECTION OF COMMITTEE MEMBERS. The Board shall elect by a vote of a
majority of the directors then in office a director or directors to
serve as the member or members of a committee. By the same vote, the
Board may designate other directors as alternate members who may replace
any absent or disqualified member at any meeting of a committee. In the
absence or disqualification of any member of any committee and any
alternate member in his place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may appoint by unanimous vote another
member of the Board to act at the meeting in the place of the absent or
disqualified member.
6.3 CONDUCT OF BUSINESS. Each committee may determine the procedural rules
for meeting and conducting its business and shall act in accordance
therewith, except as the law or these Bylaws require otherwise. Each
committee shall make adequate provision for notice of all meetings to
members. A majority of the members of the committee shall constitute a
quorum, unless the committee consists of one or two members. In that
event, one member shall constitute a quorum. A majority vote of the
members present shall determine all matters. A committee may take action
without a meeting if all the members of the committee consent in writing
and file the consent or consents with the minutes of the proceedings of
the committee.
6.4 AUTHORITY. Any committee, to the extent the Board provides, shall have
and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company, and may authorize
the affixation of the Company's seal to all instruments which may
require or permit it. However, no committee shall have any power or
authority with regard to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
Stockholders the sale, lease or exchange of all or substantially all of
the Company's property and assets, recommending to the Stockholders a
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dissolution of the Company or a revocation of a dissolution of the
Company, or amending these Bylaws of the Company. Unless a resolution of
the Board expressly provides, no committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or
to adopt a certificate of ownership and merger.
6.5 MINUTES. Each committee shall keep regular minutes of its proceedings
and report the same to the Board when required.
ARTICLE 7.
OFFICERS
7.1 OFFICERS OF THE COMPANY. The officers of the Company shall consist of a
President, a Secretary, a Treasurer and such Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other officers as the Board may
designate and elect from time to time. The same person may hold at the
same time any two or more offices.
7.2 ELECTION AND TERM. The Board shall elect the officers of the Company.
Each officer shall hold office until his death, resignation, retirement,
removal or disqualification, or until his successor shall have been
elected and qualified.
7.3 COMPENSATION OF OFFICERS. The Board shall fix the compensation of all
officers of the Company. No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the
additional compensation.
7.4 REMOVAL OF OFFICERS AND AGENTS. The Board may remove any officer or
agent it has elected or appointed at any time, with or without cause.
7.5 RESIGNATION OF OFFICERS AND AGENTS. Any officer or agent the Board has
elected or appointed may resign at any time by giving written notice to
the Board, the Chairman of the Board, the President, or the Secretary of
the Company. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified. Unless otherwise
specified in the notice, the Board need not accept the resignation to
make it effective.
7.6 BOND. The Board may require by resolution any officer, agent, or
employee of the Company to give bond to the Company, with sufficient
sureties conditioned on the faithful performance of the duties of his
respective office or agency. The Board also may require by resolution
any officer, agent or employee to comply with such other conditions as
the Board may require from time to time.
7.7 PRESIDENT. The President shall be the principal executive officer of the
Company and, subject to the Board's control, shall supervise and direct
all of the business and affairs of the Company. When present, he shall
sign (with or without the Secretary, an Assistant Secretary, or any
other officer or agent of the Company which the Board has authorized)
deeds, mortgages, bonds, contracts or other instruments which the Board
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has authorized an officer or agent of the Company to execute. However,
the President shall not sign any instrument which the law, these Bylaws,
or the Board expressly require some other officer or agent of the
Company to sign and execute. In general, the President shall perform all
duties incident to the office of President and such other duties as the
Board may prescribe from time to time.
7.8 VICE PRESIDENTS. In the absence of the President or in the event of his
death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless the Board determines
otherwise, shall perform the duties of the President. When acting as the
President, a Vice President shall have all the powers and restrictions
of the Presidency. A Vice President shall perform such other duties as
the President or the Board may assign to him from time to time.
7.9 SECRETARY. The Secretary shall (a) keep the minutes of the meetings of
the Stockholders and of the Board in one or more books for that purpose,
(b) give all notices which these Bylaws or the law requires, (c) serve
as custodian of the records and seal of the Company, (d) affix the seal
of the corporation to all documents which the Board has authorized
execution on behalf of the Company under seal, (e) maintain a register
of the address of each Stockholder of the Company, (f) sign, with the
President, a Vice President, or any other officer or agent of the
Company which the Board has authorized, certificates for shares of the
Company, (g) have charge of the stock transfer books of the Company, and
(h) perform all duties which the President or the Board may assign to
him from time to time.
7.10 ASSISTANT SECRETARIES. In the absence of the Secretary or in the event
of his death, inability or refusal to act, the Assistant Secretaries in
the order of their length of service as Assistant Secretary, unless the
Board determines otherwise, shall perform the duties of the Secretary.
When acting as the Secretary, an Assistant Secretary shall have the
powers and restrictions of the Secretary. An Assistant Secretary shall
perform such other duties as the President, Secretary or Board may
assign from time to time.
7.11 TREASURER. The Treasurer shall (a) have responsibility for all funds and
securities of the Company, (b) receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, (c) deposit
all moneys in the name of the Company in depositories which the Board
selects, and (d) perform all of the duties which the President or the
Board may assign to him from time to time.
7.12 ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of
his death, inability or refusal to act, the Assistant Treasurers in the
order of their length of service as Assistant Treasurer, unless the
Board determines otherwise, shall perform the duties of the Treasurer.
When acting as the Treasurer, an Assistant Treasurer shall have the
powers and restrictions of the Treasurer. An Assistant Treasurer shall
perform such other duties as the Treasurer, the President, or the Board
may assign to him from time to time.
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7.13 DELEGATION OF AUTHORITY. Notwithstanding any provision of these Bylaws
to the contrary, the Board may delegate the powers or duties of any
officer to any other officer or agent.
7.14 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless the
Board directs otherwise, the President shall have the power to vote and
otherwise act on behalf of the Company, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders
of any other corporation in which the Company holds securities.
Furthermore, unless the Board directs otherwise, the President shall
exercise any and all rights and powers which the Company possesses by
reason of its ownership of securities in another corporation.
7.15 VACANCIES. The Board may fill any vacancy in any office because of
death, resignation, removal, disqualification or any other cause in the
manner which these Bylaws prescribe for the regular appointment to such
office.
ARTICLE 8.
CONTRACTS, LOANS, DRAFTS,
DEPOSITS AND ACCOUNTS
8.1 CONTRACTS. The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name and on behalf of the Company. The Board may make such
authorization general or special.
8.2 LOANS. Unless the Board has authorized such action, no officer or agent
of the Company shall contract for a loan on behalf of the Company or
issue any evidence of indebtedness in the Company's name.
8.3 DRAFTS. The President, any Vice President, the Treasurer, any Assistant
Treasurer, and such other persons as the Board shall determine shall
issue all checks, drafts and other orders for the payment of money,
notes and other evidences of indebtedness issued in the name of or
payable by the Company.
8.4 DEPOSITS. The Treasurer shall deposit all funds of the Company not
otherwise employed in such banks, trust companies, or other depositories
as the Board may select or as any officer, assistant, agent or attorney
of the Company to whom the Board has delegated such power may select.
For the purpose of deposit and collection for the account of the
Company, the President or the Treasurer (or any other officer,
assistant, agent or attorney of the Company whom the Board has
authorized) may endorse, assign and deliver checks, drafts and other
orders for the payment of money payable to the order of the Company.
8.5 GENERAL AND SPECIAL BANK ACCOUNTS. The Board may authorize the opening
and keeping of general and special bank accounts with such banks, trust
companies, or other depositories as the Board may select or as any
officer, assistant, agent or attorney of the Company to whom the Board
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has delegated such power may select. The Board may make such special
rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem
expedient.
ARTICLE 9.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
9.1 CERTIFICATES FOR SHARES. Every owner of stock of the Company shall have
the right to receive a certificate or certificates, certifying to the
number and class of shares of the stock of the Company which he owns.
The Board shall determine the form of the certificates for the shares of
stock of the Company. The Secretary, transfer agent, or registrar of the
Company shall number the certificates representing shares of the stock
of the Company in the order in which the Company issues them. The
President or any Vice President and the Secretary or any Assistant
Secretary shall sign the certificates in the name of the Company. Any or
all certificates may contain facsimile signatures. In case any officer,
transfer agent, or registrar who has signed a certificate, or whose
facsimile signature appears on a certificate, ceases to serve as such
officer, transfer agent, or registrar before the Company issues the
certificate, the Company may issue the certificate with the same effect
as though the person who signed such certificate, or whose facsimile
signature appears on the certificate, was such officer, transfer agent,
or registrar at the date of issue. The Secretary, transfer agent, or
registrar of the Company shall keep a record in the stock transfer books
of the Company of the names of the persons, firms or corporations owning
the stock represented by the certificates, the number and class of
shares represented by the certificates and the dates thereof and, in the
case of cancellation, the dates of cancellation. The Secretary, transfer
agent, or registrar of the Company shall cancel every certificate
surrendered to the Company for exchange or transfer. Except in the case
of a lost, destroyed, stolen or mutilated certificate, the Secretary,
transfer agent, or registrar of the Company shall not issue a new
certificate in exchange for an existing certificate until he has
cancelled the existing certificate.
9.2 TRANSFER OF SHARES. A holder of record of shares of the Company's stock,
or his attorney-in-fact authorized by power of attorney duly executed
and filed with the Secretary, transfer agent or registrar of the
Company, may transfer his shares only on the stock transfer books of the
Company. Such person shall furnish to the Secretary, transfer agent, or
registrar of the Company proper evidence of his authority to make the
transfer and shall properly endorse and surrender for cancellation his
existing certificate or certificates for such shares. Whenever a holder
of record of shares of the Company's stock makes a transfer of shares
for collateral security, the Secretary, transfer agent, or registrar of
the Company shall state such fact in the entry of transfer if the
transferor and the transferee request.
9.3 LOST CERTIFICATES. The Board may direct the Secretary, transfer agent,
or registrar of the Company to issue a new certificate to any holder of
record of shares of the Company's stock claiming that he has lost such
certificate, or that someone has stolen, destroyed or mutilated such
certificate, upon the receipt of an affidavit from such holder to such
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fact. When authorizing the issue of a new certificate, the Board, in its
discretion may require as a condition precedent to the issuance that the
owner of such certificate give the Company a bond of indemnity in such
form and amount as the Board may direct.
9.4 REGULATIONS. The Board may make such rules and regulations, not
inconsistent with these Bylaws, as it deems expedient concerning the
issue, transfer and registration of certificates for shares of the stock
of the corporation. The Board may appoint or authorize any officer or
officers to appoint one or more transfer agents, or one or more
registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.
9.5 HOLDER OF RECORD. The Company may treat as absolute owners of shares the
person in whose name the shares stand of record as if that person had
full competency, capacity and authority to exercise all rights of
ownership, despite any knowledge or notice to the contrary or any
description indicating a representative, pledge or other fiduciary
relation, or any reference to any other instrument or to the rights of
any other person appearing upon its record or upon the share
certificate. However, the Company may treat any person furnishing proof
of his appointment as a fiduciary as if he were the holder of record of
the shares.
9.6 TREASURY SHARES. Treasury shares of the Company shall consist of shares
which the Company has issued and thereafter acquired but not canceled.
Treasury shares shall not carry voting or dividend rights.
ARTICLE 10.
INDEMNIFICATION
10.1 DEFINITIONS. In this Article:
(a) "INDEMNITEE" means (i) any present or former Director, advisory
director or officer of the Company, (ii) any person who while
serving in any of the capacities referred to in clause (i)
hereof served at the Company's request as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise, and (iii) any person nominated or designated
by (or pursuant to authority granted by) the Board of Directors
or any committee thereof to serve in any of the capacities
referred to in clauses (i) or (ii) hereof.
(b) "OFFICIAL CAPACITY" means (i) when used with respect to a
Director, the office of Director of the Company, and (ii) when
used with respect to a person other than a Director, the
elective or appointive office of the Company held by such person
or the employment or agency relationship undertaken by such
person on behalf of the Company, but in each case does not
include service for any other foreign or domestic corporation or
any partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise. (c) "PROCEEDING"
means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative
or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding.
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10.2 INDEMNIFICATION. The Company shall indemnify every Indemnitee against
all judgments, penalties (including excise and similar taxes), fines,
amounts paid in settlement and reasonable expenses actually incurred by
the Indemnitee in connection with any Proceeding in which he was, is or
is threatened to be named defendant or respondent, or in which he was or
is a witness without being named a defendant or respondent, by reason,
in whole or in part, of his serving or having served, or having been
nominated or designated to serve, in any of the capacities referred to
in Section 10.1, if it is determined in accordance with Section 10.4
that the Indemnitee (a) conducted himself in good faith, (b) reasonably
believed, in the case of conduct in his Official Capacity, that his
conduct was in the Company's best interests and, in all other cases,
that his conduct was at least not opposed to the Company's best
interests, and (c) in the case of any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful; provided,
however, that in the event that an Indemnitee is found liable to the
Company or is found liable on the basis that personal benefit was
improperly received by the Indemnitee the indemnification (i) is limited
to reasonable expenses actually incurred by the Indemnitee in connection
with the Proceeding and (ii) shall not be made in respect of any
Proceeding in which the Indemnitee shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
Company. Except as provided in the immediately preceding proviso to the
first sentence of this Section 10.2, no indemnification shall be made
under this Section 10.2 in respect of any Proceeding in which such
Indemnitee shall have been (x) found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company. The termination of any Proceeding by
judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, is not of itself determinative that the
Indemnitee did not meet the requirements set forth in clauses (a), (b)
or (c) in the first sentence of this Section 10.2. An Indemnitee shall
be deemed to have been found liable in respect of any claim, issue or
matter only after the Indemnitee shall have been so adjudged by a court
of competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall, include, without limitation, all court costs
and all fees and disbursements of attorneys for the Indemnitee. The
indemnification provided herein shall be applicable whether or not
negligence or gross negligence of the Indemnitee is alleged or proven.
10.3 SUCCESSFUL DEFENSE. Without limitation of Section 10.2 and in addition
to the ndemnification provided for in Section 10.2, the Company shall
indemnify every Indemnitee against reasonable expenses incurred by such
person in connection with any Proceeding in which he is a witness or a
named defendant or respondent because he served in any of the capacities
referred to in Section 10.1, if such person has been wholly successful,
on the merits or otherwise, in defense of the Proceeding.
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10.4 DETERMINATIONS. Any indemnification under Section 10.2 (unless ordered
by a court of competent jurisdiction) shall be made by the Company only
upon a determination that indemnification of the Indemnitee is proper in
the circumstances because he has met the applicable standard of conduct.
Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who, at the time of
such vote, are not named defendants or respondents in the Proceeding;
(b) if such a quorum cannot be obtained, then by a majority vote of a
committee of the Board of Directors, duly designated to act in the
matter by a majority vote of all Directors (in which designated
Directors who are named defendants or respondents in the Proceeding may
participate), such committee to consist solely of two (2) or more
Directors who, at the time of the committee vote, are not named
defendants or respondents in the Proceeding; (c) by special legal
counsel selected by the Board of Directors or a committee thereof by
vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the
requisite quorum of all of the Directors cannot be obtained therefor and
such committee cannot be established, by a majority vote of all of the
Directors (in which Directors who are named defendants or respondents in
the Proceeding may participate); or (d) by the shareholders in a vote
that excludes the shares held by Directors that are named defendants or
respondents in the Proceeding. Determination as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel,
determination as to reasonableness of expenses must be made in the
manner specified in clause (c) of the preceding sentence for the
selection of special legal counsel. In the event a determination is made
under this Section 10.4 that the Indemnitee has met the applicable
standard of conduct as to some matters but not as to others, amounts to
be indemnified may be reasonably prorated.
10.5 ADVANCEMENT OF EXPENSES. Reasonable expenses (including court costs and
attorneys' fees) incurred by an Indemnitee who was or is a witness or
was, is or is threatened to be made a named defendant respondent in a
Proceeding shall be paid by the Company at reasonable intervals in
advance of the final disposition of such Proceeding, and without making
any of the determinations specified in Section 10.4, after receipt by
the Company of (a) a written affirmation by such Indemnitee of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company under this Article and (b) a written
undertaking by or on behalf of such Indemnitee to repay the amount paid
or reimbursed by the Company if it shall ultimately be determined that
he is not entitled to be indemnified by the Company as authorized in
this Article. Such written undertaking shall be an unlimited obligation
of the Indemnitee but need not be secured and it may be accepted without
reference to financial ability to make repayment. Notwithstanding any
other provision of this Article, the Company may pay or reimburse
expenses incurred by an Indemnitee in connection with his appearance as
a witness or other participation in a Proceeding at a time when he is
not named a defendant or respondent in the Proceeding.
10.6 EMPLOYEE BENEFIT PLANS. For purposes of this Article, the Company shall
be deemed to have requested an Indemnitee to serve an employee benefit
plan whenever the performance by him of his duties to the Company also
imposes duties on or otherwise involves services by him to the plan or
participants or beneficiaries of the plan. Excise taxes assessed on an
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Indemnitee with respect to an employee benefit plan pursuant to
applicable law shall be deemed fines. Action taken or omitted by an
Indemnitee with respect to an employee benefit plan in the performance
of his duties for a purpose reasonably believed by him to be in the
interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of
the Company.
10.7 OTHER INDEMNIFICATION AND INSURANCE. The indemnification provided by
this Article shall (a) not be deemed exclusive of, or to preclude, any
other rights to which those seeking indemnification may at any time be
entitled under the Company's Articles of Incorporation, any law,
agreement or vote of shareholders or disinterested Directors, or
otherwise, or under any policy or policies of insurance purchased and
maintained by the Company on behalf of any Indemnitee, both as to action
in his Official Capacity and as to action in any other capacity, (b)
continue as to a person who has ceased to be in the capacity by reason
of which he was an Indemnitee with respect to matters arising during the
period he was in such capacity, (c) inure to the benefit of the heirs,
executors and administrators of such a person and (d) not be required if
and to the extent that the person otherwise entitled to payment of such
amounts hereunder has actually received payment therefor under any
insurance policy, contract or otherwise.
10.8 NOTICE. Any indemnification of or advance of expenses to an Indemnitee
in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of
notice of the next shareholders' meeting or with or before the next
submission to shareholders of a consent to action without a meeting and,
in any case, within the 12-month period immediately following the date
of the indemnification or advance.
10.9 CONSTRUCTION. The indemnification provided by this Article shall be
subject to all valid and applicable laws, including, without limitation,
Sections 78.7502 and 78.751 of the Nevada General Corporation Law, and,
in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or
contrary to any such valid laws, the latter shall be deemed to control
and this Article shall be regarded as modified accordingly, and, as so
modified, to continue in full force and effect.
10.10 CONTINUING OFFER, RELIANCE, ETC. The provisions of this Article (a) are
for the benefit of, and may be enforced by, each Indemnitee of the
Company, the same as if set forth in their entirety in a written
instrument duly executed and delivered by the Company and such
Indemnitee and (b) constitute a continuing offer to all present and
future Indemnitees. The Company, by its adoption of these Bylaws, (x)
acknowledges and agrees that each Indemnitee of the Company has relied
upon and will continue to rely upon the provisions of this Article in
becoming, and serving in any of the capacities referred to in Section
10.1(a) of this Article, (y) waives reliance upon, and all notices of
acceptance of, such provisions by such Indemnitees and (z) acknowledges
and agrees that no present or future Indemnitee shall be prejudiced in
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his right to enforce the provisions of this Article in accordance with
their terms by any act or failure to act on the part of the Company.
10.11 EFFECT OF AMENDMENT. No amendment, modification or repeal of this
Article or any provision hereof shall in any manner terminate, reduce or
impair the right of any past, present or future Indemnitees to be
indemnified by the Company, nor the obligation of the Company to
indemnify any such Indemnitees, under and in accordance with the
provisions of the Article as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may
arise or be asserted.
ARTICLE 11.
TAKEOVER OFFERS
In the event the Company receives a takeover offer, the Board of Directors shall
consider all relevant factors in evaluating such offer, including, but not
limited to, the terms of the offer, and the potential economic and social impact
of such offer on the Company's stockholders, employees, customers, creditors and
community in which it operates.
ARTICLE 12.
NOTICES
12.1 GENERAL. Whenever these Bylaws require notice to any Stockholder,
director, officer or agent, such notice does not mean personal notice. A
person may give effective notice under these Bylaws in every case by
depositing a writing in a post office or letter box in a postpaid,
sealed wrapper, or by dispatching a prepaid telegram addressed to such
Stockholder, director, officer or agent at his address on the books of
the Company. Unless these Bylaws expressly provide to the contrary, the
time when the person sends notice shall constitute the time of the
giving of notice.
12.2 WAIVER OF NOTICE. Whenever the law or these Bylaws require notice, the
person entitled to said notice may waive such notice in writing, either
before or after the time stated therein.
ARTICLE 13.
MISCELLANEOUS
13.1 FACSIMILE SIGNATURES. In addition to the use of facsimile signatures
which these Bylaws specifically authorize, the Company may use such
facsimile signatures of any officer or officers, agents or agent, of the
Company as the Board or a committee of the Board may authorize.
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13.2 CORPORATE SEAL. The Board may provide for a suitable seal containing
the name of the Company, of which the Secretary shall be in charge. The
Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep
and use the seal or duplicates of the seal if and when the Board or a
committee of the Board so directs.
13.3 FISCAL YEAR. The Board shall have the authority to fix and change the
fiscal year of the Company.
ARTICLE 14.
AMENDMENTS
Subject to the provisions of the Articles of Incorporation, the Stockholders or
the Board may amend or repeal these Bylaws at any meeting.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of Sandfield Ventures Corp. and that
the forgoing Bylaws, consisting of nineteen (19) pages, constitutes the code of
Sandfield Ventures Corp. as duly adopted by the Board of Directors of the
Corporation on this 5th day of November, 2007.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of
November, 2007.
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Secretary
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