Exhibit 3.2
BYLAWS
OF
DEER BAY RESOURCES INC.
TABLE OF CONTENTS
ARTICLE I
OFFICES
Page
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1.1 Business Office 1
1.2 Registered Office 1
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation 1
2.2 Stock Certificates: Facsimile Signatures and Validation 1
2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 2
2.4 Cancellation of Outstanding Certificates and Issuance of New
Certificates: Order of Surrender; Penalties for Failure to Comply 2
2.5 Lost, Stolen or Destroyed Certificates 2
2.6 Transfer of Shares 3
2.7 Restrictions on Transfer of Shares 3
2.8 Transfer Agent 3
2.9 Close of Transfer Book and Record Date 3
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record 4
3.2 Meetings 4
3.3 Annual Meeting 4
3.4 Special Meetings 4
3.5 Actions at Meetings not Regularly Called: Ratification and Approval 4
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service; Waiver 5
3.7 Consent of Stockholders in Lieu of Meeting 5
3.8 Voting Record 5
3.9 Quorum 6
3.10 Manner of Acting 6
3.11 Stockholders' Proxies 6
3.12 Voting of Shares 6
3.13 Voting by Ballot 6
3.14 Cumulative Voting 6
3.15 Stockholder Nominations and Proposals 7
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Page
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ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board of Directors 9
4.2 General Powers 9
4.3 Performance of Duties 9
4.4 Regular Meetings 10
4.5 Special Meetings 10
4.6 Notice 10
4.7 Waiver of Notice 10
4.8 Participation by Electronic Means 10
4.9 Quorum and Manner of Acting 10
4.10 Organization 11
4.11 Informal Action by Directors 11
4.12 Vacancies 11
4.13 Compensation 11
4.14 Removal of Directors 11
4.15 Resignations 11
ARTICLE V
COMMITTEES
5.1 Executive Committee 12
5.2 Audit Committee 12
5.3 Compensation Committee 13
5.4 Nominating/Governance Committee 13
ARTICLE VI
OFFICERS
6.1 Number of Officers 14
6.2 Election and Term of Office 14
6.3 Removal 14
6.4 Vacancies 14
6.5 Powers 14
6.6 Compensation 16
6.7 Bonds 16
ARTICLE VII
INDEMNIFICATION 16
ARTICLE VIII
DIVIDENDS 17
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ARTICLE IX
FINANCE
9.1 Reserve Funds 16
9.2 Banking 16
ARTICLE X
CONTRACTS, LOANS AND CHECKS
10.1 Execution of Contracts 16
10.2 Loans 17
10.3 Checks 17
10.4 Deposits 17
ARTICLE XI
FISCAL YEAR 17
ARTICLE XII
CORPORATE SEAL 17
ARTICLE XIII
AMENDMENTS 17
ARTICLE XIV
ADDITIONAL COMMITTEES 18
14.1 Appointment 18
14.2 Authority 18
14.3 Tenure and Qualifications 18
14.4 Meetings 18
14.5 Quorum 18
14.6 Informal Action by a Committee 19
14.7 Vacancies 19
14.8 Resignations and Removal 19
14.9 Procedure 19
ARTICLE XV
EMERGENCY BYLAWS 19
CERTIFICATE 19
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ARTICLE I
OFFICES
1.1 Business Office. The principal office and place of business of the
corporation is located Canada. Other offices and places of business may be
established from time to time by resolution of the Board of Directors or as the
business of the corporation may require.
1.2 Registered Office. The registered office of the corporation, required
by the Nevada Revised Statutes to be maintained in the State of Nevada, may be,
but need not be, identical with the principal office in the State of Nevada, and
the address of the registered office may be changed from time to time by the
Board of Directors in accordance with the procedures set forth in the Nevada
Revised Statutes.
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules and regulations
as it may deem appropriate concerning the issuance, transfer and registration of
certificates for shares of the corporation, including the appointment of
transfer agents and registrars.
2.2 Stock Certificates: Facsimile Signatures and Validation.
(A) Ownership of stock in the corporation shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, certifying the number of shares owned by such stockholder in the
corporation, and shall be under the seal of the corporation and signed by the
President or the Vice-President and also by the Secretary of by an Assistant
Secretary. Whenever any certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk and by a registrar, then a facsimile of
the signature of the officers or agents of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures.
(B) All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby with the number of such shares and
the date of issue shall be entered on the corporation's books; certificates
shall only be printed or entered into the corporation's books in the name of the
beneficial owner of the shares of the corporation's stock.
(C) In the event any officer who shall have signed, or whose facsimile
signature shall have been used on, any such certificate shall cease to be such
officer of the corporation, whether because of death, resignation or otherwise,
before such certificate shall have been delivered by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed such certificate or whose facsimile
signature shall have been used thereon, had not ceased to be such officer of the
corporation.
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2.3 Fractions of Shares: Issuance: Payment of Value or Issuance of Scrip.
The corporation is not obligated to, but may, execute and deliver a certificate
for or including a fraction of a share. In lieu of executing and delivering a
certificate for a fraction of a share, the corporation may, upon resolution of
the Board of Directors:
(A) make payment to any person otherwise entitled to become a holder of a
fractional share, which payment shall be in accordance with the provisions of
the Nevada Revised Statutes; or
(B) execute and deliver registered or bearer scrip over the manual
signature or facsimile signature of an officer of the corporation or of its
agent for that purpose, exchangeable as provided on the scrip for full share
certificates, but the scrip does not entitle the holder to any rights as a
stockholder except as provided on the scrip. The scrip may contain any other
provisions or conditions that the corporation, by resolution of the Board of
Directors, deems advisable.
2.4 Cancellation of Outstanding Certificates and Issuance of New
Certificates: Order of Surrender: Penalties for Failure to Comply. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificates shall be issued in lieu thereof until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
hereinafter provided with respect to lost, stolen or destroyed certificates.
When the Certificate or Articles of Incorporation are amended in any way
affecting the statements contained in the certificates for outstanding shares,
or it becomes desirable for any reason in the discretion of the Board of
Directors, to cancel any outstanding certificate or shares and issue a new
certificate therefor conforming to the rights of the holder, the Board of
Directors shall order any holders of outstanding certificates for shares to
surrender and exchange them for new certificates within a reasonable time to be
fixed by the Board of Directors. Such order may provide that no holder of any
such certificate so ordered to be surrendered shall be entitled to vote or to
receive dividends or exercise any of the other rights of stockholders of record
until he shall have complied with such order, but such order shall only operate
to suspend such rights after notice and until compliance. The duty of surrender
of any outstanding certificates may also be enforced by action at law.
2.5 Lost. Stolen or Destroyed Certificates. Any stockholder claiming that
his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of the fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
2.6 Transfer of Shares. Subject to the terms of any stockholder agreement
relating to the transfer of shares or other transfer restrictions contained in
the Articles of Incorporation or authorized therein, shares of the corporation
shall be transferable on the books of the corporation by the holder thereof. No
transfer of stock shall be valid as against the corporation unless the
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certificate is delivered and surrendered to the corporation for cancellation of
the certificate therefore, accompanied by an assignment or transfer by the owner
therefor, made either in person or under assignment, and a new certificate shall
be issued therefor. Upon such presentation and surrender of a certificate for
shares properly endorsed and payment of all taxes therefor, the transferee shall
be entitled to a new certificate or certificates in lieu thereof. As against the
corporation, a transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the corporation shall be
entitled to treat the holder of record of any share as the owner thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the statutes of the State
of Nevada.
2.7 Restrictions on Transfer of Shares. Subject to the limitation imposed
by Section 104.8204, Nevada Revised Statutes, a written restriction on the
transfer or registration of transfer of a security of the corporation may be
enforced against the holder of the restricted security or any successor or
transferee of the holder. A restriction on the transfer or registration of
transfer of the securities of the corporation may be imposed either by the
Certificate of Incorporation, the Bylaws or by an agreement among any number of
security holders or between one or more such holders and the corporation. No
restriction so imposed is binding with respect to securities issued prior to the
adoption of the restriction, unless the holders of the securities are parties to
an agreement or voted in favor of the restriction.
2.8 Transfer Agent. Unless otherwise specified by the Board of Directors by
resolution, the Secretary of the corporation shall act as transfer agent of the
certificates representing the shares of stock of the corporation. He shall
maintain a stock transfer book, the stubs of which shall set forth among other
things, the names and addresses of the holders of all issued shares of the
corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer. Subject to Section 3.8, the names and addresses of the
stockholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence as to who are the stockholders of record and as such
entitled to receive notice of the meetings of stockholders; to vote at such
meetings; to examine the list of the stockholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation. Each stockholder shall
be responsible for notifying the Secretary in writing of any change in his name
or address and failure so to do will relieve the corporation, its directors,
officers and agents, from liability for failure to direct notices or other
documents, or pay over or transfer dividends or other property or rights, to a
name or address other than the name and address appearing on the stub of the
stock transfer book.
2.9 Close of Transfer Book and 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 of Directors may prescribe a period not exceeding
sixty (60) days prior to any meeting of the stockholders during which no
transfer of stock on the books of the corporation may be made, or may fix a day
not more than sixty (60) days prior to the holding of any such meeting as the
day as of which stockholders entitled to notice and to vote at such meeting
shall be determined; and only stockholders of record on such day shall be
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entitled to notice or to vote at such meeting. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record. Only stockholders of record on the books of the
corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Nevada.
3.2 Meetings. Meetings of stockholders shall be held at the principal
office of the corporation, or at such other place, either within or without the
State of Nevada, as specified from time to time by the Board of Directors. If
the Board of Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of stockholders of the corporation
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held on such date, and at such
time and place as the Board of Directors shall designate by resolution at any
time within the first twelve months following the close of the corporation's
full term fiscal year. If the election of directors shall not be held within the
time period designated herein for any annual meeting of the stockholders, the
Board of Directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or dissolution
of the corporation.
3.4 Special Meetings. Special meetings of the stockholders of the
corporation may be called by the Chairman of the Board of Directors or the Board
of Directors.
3.5 Actions at Meetings Not Regularly Called: Ratification and Approval.
Whenever all stockholders entitled to vote at any meeting consent, either by (i)
a writing on the records of the meeting or filed with the Secretary; or (ii)
presence at such meeting and oral consent entered on the minutes; or (iii)
taking part in the deliberations at such meeting without objection; the doings
of such meeting shall be as valid as if had at a meeting regularly called and
noticed. At such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no objection for want
of notice is-made at the time. If a meeting be irregular for want of notice or
of such consent, provided a quorum was present at such meeting, the proceedings
of the meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting. Such consent or approval of stockholders may
be made by proxy or attorney, but all such proxies and powers of attorney must
be in writing.
3.6 Notice of Stockholders' Meeting: Signature: Contents, Service Waiver.
The notice of stockholders meetings shall be in writing and signed by the
President or a Vice President, or the Secretary, or the Assistant Secretary, or
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by such other person or persons as designated by the Board of Directors. Such
notice shall state the purpose or purposes for which the meeting is called and
the time when, and the place, which may be within or without the State of
Nevada, where it is to be held. A copy of such notice shall be either delivered
personally to, or shall be mailed postage prepaid to, each stockholder of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before such meeting. If mailed, it shall be directed to a stockholder at
his address as it appears on the records of the corporation, and upon such
mailing of any such notice the service thereof shall be complete, and the time
of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership, shall constitute delivery of such notice to such corporation,
association or partnership. Notice duly delivered or mailed to a stockholder in
accordance with the provisions of this section shall be deemed sufficient, and
in the event of the transfer of his stock after such delivery or mailing and
prior to the holding of the meeting, it shall not be necessary to deliver or
mail notice of the meeting upon the transferee. Any stockholder may waive notice
of any meeting by a writing signed by him, or his duly authorized attorney,
either before or after the meeting. Such waiver shall be deemed equivalent to
any notice required to be given pursuant to the Articles of Incorporation, the
Bylaws, or the Nevada Revised Statutes.
3.7 Consent of Stockholders' in Lieu of Meeting. Any action which may be
taken by the vote of stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, except that:
(A) If any greater proportion of voting power is required for such action
at a meeting, then the greater proportion of written consents is required; and
(B) This general provision for action by written consent does not supersede
any specific provision for action by written consent contained in the Articles
of Incorporation, the bylaws or the Nevada Revised Statutes. In no instance
where action is authorized by written consent need a meeting of stockholders be
called or noticed.
3.8 Voting Record. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten days before such
meeting of stockholders, a complete record of the stockholders entitled to vote
at each meeting of stockholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
The record, for a period of ten days prior to such meeting, shall be kept on
file at the principal office of the corporation, whether within or without the
State of Nevada, and shall be subject to inspection by any stockholder for any
purpose germane to the meeting at any time during usual business hours. Such
record shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting for the purposes thereof. The original stock transfer books shall be
the prima facie evidence as to who are the stockholders entitled to examine the
record or transfer books or to vote at any meeting of stockholders.
3.9 Quorum. One-third (1/3) of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of stockholders, except as otherwise provided by the Nevada
Revised Statutes and the Articles of Incorporation. In the absence of a quorum
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at any such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty (60) days without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
3.10 Manner of Acting. 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 stockholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
3.11 Stockholders' Proxies. At any meeting of the stockholders of the
corporation, any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any such instrument in
writing shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No such proxy shall be valid after the expiration of six (6)
months from the date of its execution, unless coupled with an interest, or
unless the person executing it specifies therein the length of time for which it
is to continue in force, which in no case shall exceed seven (7) years from the
date of its execution. Subject to the above, any proxy duly executed is not
revoked and continues in full force and effect until an instrument revoking it
or a duly executed proxy bearing a later date is filed with the Secretary of the
corporation.
3.12 Voting of Shares. Unless otherwise provided by these Bylaws or the
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
stockholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3.13 Voting by Ballot. Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or any stockholder shall
demand that voting be by ballot.
3.14 Cumulative Voting. No stockholder shall be permitted to cumulate his
votes.
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ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board Of Directors. The business and affairs of the corporation shall
be managed by a board of not less than one (1) nor more than ten (10) directors
who shall be natural persons of at least 18 years of age but who need not be
stockholders of the corporation or residents of the State of Nevada and who
shall be elected at the annual meeting of stockholders or some adjournment
thereof. Directors shall hold office until the next succeeding annual meeting of
stockholders and until their successors shall have been elected and shall
qualify. The Board of Directors may increase or decrease the number of directors
by resolution.
4.2 General Powers. The business and affairs of the corporation shall be
managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders including, but without thereby limiting
the generality of the foregoing, the power to create and to delegate, with power
to subdelegate, any of its powers to any committee. The directors shall pass
upon any and all bills or claims of officers for salaries or other compensation
and, if deemed advisable, shall contract with officers, employees, directors,
attorneys, accountants, and other persons to render services to the corporation.
Any contractor or conveyance, otherwise lawful, made in the name of the
corporation, which is authorized or ratified by the Board of Directors, or is
done within the scope of the authority, actual or apparent, given by the Board
of Directors, binds the corporation, and the corporation acquires rights
thereunder, whether the contract is executed or is wholly or in part executory.
4.3 Performance Of Duties. A director of the corporation 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
ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by persons and
groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted. A person
who so performs his duties shall not have any liability by reason of being or
having been a director of the corporation. Those persons and groups on whose
information, opinions, reports, and statements a director is entitled to rely
upon are:
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(A) One or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
(B) Counsel, public accountants, or other persons as to matters which the
director reasonably believes to be within such persons' professional or expert
competence; or
(C) A committee of the board upon which he does not serve, duly designated
in accordance with the provisions of the Articles of Incorporation or the
Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
4.4 Regular Meetings. A regular, annual meeting of the Board of Directors
shall be held at the same place as, and immediately after, the annual meeting of
stockholders, and no notice shall be required in connection therewith. The
annual meeting of the Board of Directors shall be for the purpose of electing
officers and the transaction of such other business as may come before the
meeting. The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Nevada, for the holding of additional
regular meetings without other notice than such resolution.
4.5 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Nevada, as the place for
holding any special meeting of the Board of Directors called by them.
4.6 Notice. Written notice of any special meeting of directors shall be
given as follows:
(A) By mail to each director at his business address at least three (3)
days prior to the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid; or
(B) By personal delivery or telegram at least twenty-four (24) hours prior
to the meeting to the business address of each director, or in the event such
notice is given on a Saturday, Sunday or holiday, to the residence address of
each director. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
4.7 Waiver of Notice. Whenever any notice whatever is required to be given
to directors, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
4.8 Participation by Electronic Means. Unless otherwise restricted, members
of the Board of Directors or any committee thereof, may participate in a meeting
of such board or committee by means of a conference telephone network or a
similar communications method by which all persons participating in the meeting
can hear each other. Participation in a meeting pursuant to this section
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constitutes presence in person at such meeting. Each person participating in the
meeting shall sign the minutes thereof. The minutes may be signed in
counterparts.
4.9 Quorum and Manner of Acting. A quorum at all meetings of the Board of
Directors shall consist of a majority of the number of directors then holding
office, but a smaller number may adjourn from time to time without further
notice, until a quorum is secured. 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, unless the act of a greater number is required by the laws of the
State of Nevada or by the Articles of Incorporation or these Bylaws.
4.10 Organization. The Board of Directors shall elect a chairman from among
the directors to preside at each meeting of the Board of Directors and at all
meetings of the stockholders. If there shall be no chairman present, then the
President shall preside, and in his absence, any other director chosen by the
Board of Directors shall preside. The Board of Directors shall elect a Secretary
to record the discussions and resolutions of each meeting.
4.11 Informal Action By Directors. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof,
may be taken without a meeting if a written consent thereto is signed by all the
members of the board or such committee. Such written consent shall be filed with
the minutes of proceedings of the board or committee.
4.12 Vacancies. Any vacancy on the Board of Directors may be filled by the
affirmative vote of a majority of the directors though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and shall hold such office
until his successor is duly elected and shall qualify. Any directorship to be
filled by reason of an increase in the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office or by an
election at an annual meeting, or at a special meeting of stockholders called
for that purpose. A director chosen to fill a position resulting from an
increase in the number of directors shall hold office only until the next
election of directors by the stockholders.
4.13 Compensation. By resolution of the Board of Directors and irrespective
of any personal interest of any of the members, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a stated salary as director or a fixed sum for attendance at each
meeting of the Board of Directors or both. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
4.14 Removal of Directors. Any director may be removed by the shareholders
of the voting group that elected the director, with or without cause, at a
meeting called for that purpose. The notice of the meeting shall state that the
purpose, or one of the purposes, of the meeting is removal of the director. A
director may be removed only if the number of votes cast in favor of removal
exceeds the number of votes cast against removal.
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4.15 Resignations. A director of the corporation may resign at any time by
giving written notice to the Board of Directors, President or Secretary of the
corporation. The resignation shall take effect upon the date of receipt of such
notice, or at such later time specified therein. The acceptance of such
resignation shall not be necessary to make it effective, unless the resignation
requires such acceptance to be effective.
ARTICLE V
COMMITTEES
5.1 Executive Committee. (A) The Board of Directors may appoint an
executive committee consisting of such number of directors as it may appoint, to
serve at the pleasure of the Board of Directors, but in any event not beyond the
next annual meeting of the Board of Director. The Board of Directors may at any
time, without notice, remove and replace any member of the executive committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the executive
committee shall have a charter that will be approved and revised as appropriate,
from time to time by the executive committee and the Board of Director. In
general terms the functions of the executive committee shall be those as set
forth in the charter.
(C) The executive committee shall meet at stated times or on notice to all
by one of its number, in which notice the time and place of the meeting shall be
set forth. The executive committee shall fix its own rules of procedure, and a
majority shall constitute a quorum; but the affirmative vote of a majority of
the whole committee shall be necessary in every case. The executive committee
shall keep regular minutes of its proceedings and report the same to the Board
of Directors.
(D) Members of the executive committee, other than officers of the
corporation, may receive such compensation for their services as shall be
prescribed by the Board of Directors. Each member of the executive committee
shall be entitled to receive from the corporation reimbursement of his expenses
incurred in attending a meeting of such committee.
5.2 Audit Committee. (A) The Board of Directors may appoint an audit
committee, consisting of such number of directors as it may appoint, to serve at
the pleasure of the Board of Directors, but in any event not beyond the next
annual meeting of the Board of Directors. The Board of Directors may at any
time, without notice, remove and replace any member of the audit committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the audit
committee shall have a charter that will be approved and revised as appropriate,
from time to time by the audit committee and the Board of Directors. In general
terms, the functions of the audit committee shall be those as set forth in the
charter.
(C) The audit committee shall meet at stated times or on notice to all by
one of its number, in which notice the time and place of the meeting shall be
set forth. The audit committee shall fix its own rules of procedure, and a
majority shall constitute a quorum; but the affirmative vote of a majority of
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the whole committee shall be necessary in every case. The audit committee shall
keep regular minutes of its proceedings and report the same to the Board of
Directors.
(D) Members of the audit committee, other than officers of the corporation,
may receive such compensation for their services as shall be prescribed by the
Board of Directors. Each member of the audit committee shall be entitled to
receive from the corporation reimbursement of his expenses incurred in attending
a meeting of such committee.
5.3 Compensation Committee. (A) The Board of Directors may appoint a
compensation committee, consisting of such number of directors as it may
appoint, to serve at the pleasure of the Board of Directors, but in any event
not beyond the next annual meeting of the Board of Directors. The Board of
Directors may at any time, without notice, remove and replace any member of the
compensation committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the
compensation committee shall have a charter that will be approved and revised as
appropriate, from time to time by the audit committee and the Board of
Directors. In general terms, the functions of the compensation committee shall
be those as set forth in the charter.
(C) The compensation committee shall meet at stated times or on notice to
all by one of its number, in which notice the time and place of the meeting
shall be set forth. The compensation committee shall fix its own rules of
procedure, and a majority shall constitute a quorum; but the affirmative vote of
a majority of the whole committee shall be necessary in every case. The
compensation committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors.
(D) Members of the compensation committee, other than officers of the
corporation, may receive such compensation for their services as shall be
prescribed by the Board of Directors. Each member of the compensation committee
shall be entitled to receive from the corporation reimbursement of his expenses
incurred in attending a meeting of such committee.
5.4 Nominating/Governance Committee. (A) The Board of Directors may appoint
a nominating/governance committee, consisting of such number of directors as it
may appoint, to serve at the pleasure of the Board of Directors, but in any
event not beyond the next annual meeting of the Board of Directors. The Board of
Directors may at any time, without notice, remove and replace any member of the
nominating/governance committee.
(B) Subject to the provisions of Section 4.2 of these bylaws, the
nominating/governance committee shall have a charter that will be approved and
revised as appropriate, from time to time by the nominating/governance committee
and the Board of Directors. In general terms, the functions of the
nominating/governance committee shall be those as set forth in the charter.
(C) The nominating/governance committee shall meet at stated times or on
notice to all by one of its number, in which notice the time and place of the
meeting shall be set forth. The nominating/governance committee shall fix its
own rules of procedure, and a majority shall constitute a quorum; but the
affirmative vote of a majority of the whole committee shall be necessary in
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every case. The nominating/governance committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors.
(D) Members of the nominating/governance committee, other than officers of
the corporation, may receive such compensation for their services as shall be
prescribed by the Board of Directors. Each member of the nominating/governance
committee shall be entitled to receive from the corporation reimbursement of his
expenses incurred in attending a meeting of such committee.
ARTICLE VI
OFFICERS
6.1 Number. The officers of the corporation shall be a President, a
Secretary, a Treasurer, and a registered agent, and who shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.
6.2 Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the annual
meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
6.3 Removal. Any officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
6.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term. In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.
6.5 Powers. The officers of the corporation shall exercise and perform the
respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.
(A) President. The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall have
general supervision, direction and control over all of the business and affairs
of the corporation. The President shall, when present, and in the absence of a
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors. The President may sign, with the Secretary or any other
proper officer of the corporation authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
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be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.
(B) Vice President. If elected or appointed by the Board of Directors, the
Vice President (or in the event there is more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall, in the absence
of the President or in the event of his death, inability or refusal to act,
perform all duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice
President may sign, with the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
(C) Secretary. The Secretary shall: keep the minutes of the proceedings of
the stockholders and of the Board of Directors in one or more books provided for
that purpose; see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; be custodian of the corporate
records and of the seal of the corporation and see that the seal of the
corporation is affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; keep a register of the post
office address of each stockholder which shall be furnished to the Secretary by
such stockholder; sign with the Chairman or Vice Chairman of the Board of
Directors, or the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; have general charge of the stock transfer books of the
corporation; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary, when authorized by the
Board of Directors, may sign with the Chairman or Vice Chairman of the Board of
Directors or the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. An Assistant Secretary, at the request of the Secretary,
or in the absence or disability of the Secretary, also may perform all of the
duties of the Secretary. An Assistant Secretary shall perform such other duties
as may be assigned to him by the President or by the Secretary.
(E) Treasurer. The Treasurer shall: have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; and keep accurate books of accounts of the
corporation's transactions, which shall be the property of the corporation, and
shall render financial reports and statements of condition of the corporation
when so requested by the Board of Directors or President. The Treasurer shall
perform all duties commonly incident to his office and such other duties as may
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from time to time be assigned to him by the President or the Board of Directors.
In the absence or disability of the President and Vice President or Vice
Presidents, the Treasurer shall perform the duties of the President.
(F) Assistant Treasurer. An Assistant Treasurer may, at the request of the
Treasurer, or in the absence or disability of the Treasurer, perform all of the
duties of the Treasurer. He shall perform such other duties as may be assigned
to him by the President or by the Treasurer.
6.6 Compensation. All officers of the corporation may receive salaries or
other compensation if so ordered and fixed by the Board of Directors. The Board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.
6.7 Bonds. If the Board of Directors by resolution shall so require, any
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.
ARTICLE VII
INDEMNIFICATION
The corporation shall, to the fullest and broadest extent permitted by law,
indemnify all persons whom it may indemnify pursuant thereto. The corporation
may, but shall not be obligated to, maintain insurance, at its expense, to
protect itself and any other person against any liability,cost or expense. The
foregoing provision of this section shall be deemed to be a contract between the
corporation and each person who may be indemnified pursuant to this section at
any time while this section and the relevant provisions of the General
Corporation Law of Nevada and other applicable law,if any, are in effect, and
any repeal or modification thereof shall not affect any rights or obligations
then existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought or threatened
based in whole or in part upon any such state of facts. Notwithstanding the
foregoing provisions of this section, the corporation shall not indemnify
persons seeking indemnity in connection with any threatened, pending or
completed action, suit or proceeding voluntarily brought or threatened by such
person unless such action, suit or proceeding has been authorized by a majority
of the entire Board of Directors.
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ARTICLE VIII
DIVIDENDS
The Board of Directors from time to time may declare and the corporation
may pay dividends on its outstanding shares upon the terms and conditions and in
the manner provided by law and the Articles of Incorporation.
ARTICLE IX
FINANCE
9.1 Reserve Funds. The Board of Directors, in its uncontrolled discretion,
may set aside from time to time, out of the net profits or earned surplus of the
corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, for maintaining any property of the
corporation, and for any other purpose.
9.2 Banking. The moneys of the corporation shall be deposited in the name
of the corporation in such bank or banks or trust company or trust companies, as
the Board of Directors shall designate, and may be drawn out only on checks
signed in the name of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct. Notes and commercial paper,
when authorized by the Board, shall be signed in the name of the corporation by
such officer or officers or agent or agents as shall be authorized from time to
time.
ARTICLE X
CONTRACTS, LOANS AND CHECKS
10.1 Execution of Contracts. Except as otherwise provided by statute or by
these Bylaws, the Board of Directors may authorize any officer or agent of the
corporation to enter into any contract, or execute and deliver any instrument in
the name of, and on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized, no officer, agent or
employee shall have any power to bind the corporation for any purpose, except as
may be necessary to enable the corporation to carry on its normal and ordinary
course of business.
10.2 Loans. No loans shall be contracted on behalf of the corporation and
no negotiable paper or other evidence of indebtedness shall be issued in its
name unless authorized by the Board of Directors. When so authorized, any
officer or agent of the corporation may effect loans and advances at any time
for the corporation from any bank, trust company or institution, firm,
corporation or individual. An agent so authorized may make and deliver
promissory notes or other evidence of indebtedness of the corporation and may
mortgage, pledge, hypothecate or transfer any real or personal property held by
the corporation as security for the payment of such loans. Such authority, in
the Board of Directors discretion, may be general or confined to specific
instances.
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10.3 Checks. Checks, notes, drafts and demands for money or other evidence
of indebtedness issued in the name of the corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner
prescribed by the Board of Directors.
10.4 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.
ARTICLE XII
CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the corporation and the
state of incorporation and the words "CORPORATE SEAL."
ARTICLE XIII
AMENDMENTS
Any Article or provision of these Bylaws may be altered, amended or
repealed at any time, or new Bylaws may be adopted at any time, by a majority of
the directors present at any meeting of the Board of Directors of the
corporation at which a quorum is present, in the sole and absolute discretion of
the Board of Directors.
ARTICLE XIV
ADDITIONAL COMMITTEES
14.1 Appointment. Notwithstanding Article IX, the Board of Directors by
resolution adopted by a majority of the full Board, may designate one or more
additional committees, each committee to consist of one or more of the directors
of the corporation. The designation of such committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
14.2 Authority. Any such additional committee, when the Board of Directors
is not in session shall have and may exercise all of the authority of the Board
of Directors except to the extent, if any, that such authority shall be limited
by the resolution appointing the committee and except also that the committee
shall not have the authority of the Board of Directors in reference to declaring
dividends and distributions, recommending to the stockholders that the Articles
of Incorporation be amended, recommending to the stockholders the adoption of a
plan of merger or consolidation, filling vacancies on the Board of Directors or
any committee thereof, recommending to the stockholders the sale, lease or other
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disposition of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the stockholders a voluntary dissolution of the corporation or a
revocation thereof, authorize or approve the issuance or reacquisition of
shares, or amending the Bylaws of the corporation.
14.3 Tenure and Qualifications. Each member of such additional committee
shall hold office until the next regular annual meeting of the Board of
Directors following the designation of such member and until his successor is
designated as a member of such committee and is elected and qualified.
14.4 Meetings. Regular meetings of any additional committee may be held
without notice at such time and places as the committee may fix from time to
time by resolution. Special meetings of any additional committee may be called
by any member thereof upon not less than one day's notice stating the place,
date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the committee at his business address. Any member of
any such additional committee may waive notice of any meeting and no notice of
any meeting need be given to any member thereof who attends in person. The
notice of a meeting of any such additional committee need not state the business
proposed to be transacted at the meeting.
14.5 Quorum. A majority of the members of a committee shall constitute a
quorum for the transaction of business at any meeting thereof, and any action of
such committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.
14.6 Informal Action by a Committee. Any action required or permitted to be
taken by a committee at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of the committee entitled to vote with respect to the subject matter
thereof.
14.7 Vacancies. Any vacancy in a committee may be filled by a resolution
adopted by a majority of the full Board of Directors.
14.8 Resignations and Removal. Any member of a committee may be removed at
any time with or without cause by resolution adopted by a majority of the full
Board of Directors. Any member of a committee may resign from such committee at
any time by giving written notice to the President or Secretary of the
corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
14.9 Procedure. A committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent
with these Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
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ARTICLE XV
EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article XV shall be operative during
any emergency in the conduct of the business of the corporation resulting from
an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the Bylaws
or in the Articles of Incorporation of the corporation or in the Nevada Revised
Statutes. To the extent not inconsistent with the provisions of this article,
the Bylaws provided in the preceding articles shall remain in effect during such
emergency and upon its termination the Emergency Bylaws shall cease to be
operative. During any such emergency:
(A) A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
(B) At any such meeting of the Board of Directors, a quorum shall consist
of the number of directors in attendance at such meeting.
(C) The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.
(D) The Board of Directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
(E) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct. No officer,
director, or employee shall be liable for any action taken by him in good faith
in such an emergency in furtherance of the ordinary business affairs of the
corporation even though not authorized by the Bylaws then in effect.
(F) These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the stockholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
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CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of 19 pages,
including this page, constitute the Bylaws of Deer Bay Resources Inc.
/s/ Garry Wong, President
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