EXHIBIT 3.2
BYLAWS
OF
PENOLA INC.
(A NEVADA CORPORATION)
ARTICLE I
Meetings of Stockholders and Other Stockholder Matters
SECTION 1. Annual Meeting. An annual meeting of the stockholders of Penola
Inc., a Nevada corporation (hereinafter, the "Corporation") shall be held for
the election of directors and for the transaction of such other proper business
at such time, date and place, either within or without the State of Nevada, as
shall be designated by resolution of the Board of Directors from time to time.
SECTION 2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called by the Board of Directors, or by a committee
of the Board of Directors that has been designated by the Board of Directors and
whose powers and authority, as expressly provided in a resolution of the Board
of Directors, include the power to call such meetings, and shall be held at such
time, date and place, either within or without the State of Nevada, as shall be
designated by resolution of the Board of Directors or such committee. Special
meetings of stockholders may not be called by any other person or persons.
SECTION 3. Notice of Meetings. Written notice of each meeting of the
stockholders, which shall state the time, date and place of the meeting and in
the case of a special meeting, the purpose or purposes for which it is called,
shall, unless otherwise provided by applicable law, the Articles of
Incorporation or these bylaws, be given not less than ten (10) nor more than
sixty (60) days before the date of such meeting to each stockholder entitled to
vote at such meeting, and, if mailed, it shall be deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Corporation. Whenever notice is required to
be given, a written waiver thereof signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a 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.
SECTION 4. Adjournments. Any meeting of the stockholders may adjourn from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At any such
adjourned meeting at which a quorum may be present, the Corporation may transact
any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 5. Quorum. Except as otherwise provided by Nevada law, the Articles
of Incorporation or these bylaws, at any meeting of the stockholders the holders
of a majority of the shares of stock, issued and outstanding and entitled to
vote, shall be present in person or represented by proxy in order to constitute
a quorum for the transaction of any business. In the absence of a quorum, the
holders of a majority of the shares present in person or represented by proxy
and entitled to vote may adjourn the meeting from time to time in the manner
described in Section 4 of this Article I.
SECTION 6. Organization. At each meeting of the stockholders, the Chairman
of the Board, or in his absence or inability to act, the President or, in his
absence or inability to act, a Vice President or, in the absence or inability to
act of such persons, any person designated by the Board of Directors, or in the
absence of such designation, any person chosen by a majority of those
stockholders present in person or represented by proxy, shall act as chairman of
the meeting. The Secretary or, in his absence or inability to act, any person
appointed by the chairman of the meeting shall act as secretary of the meeting
and keep the minutes thereof.
SECTION 7. Notice of Business . At any annual meeting of the stockholders
of the Corporation, only such business shall be conducted as shall have been
brought before the meeting. To be properly brought before an annual meeting,
such business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors; (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors; or (iii) otherwise properly brought before the meeting by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section 7, who shall be entitled to
vote at such meeting and who complies with the notice procedures set forth in
this Section 7. For business to be properly brought before an annual meeting of
the stockholders by a stockholder, the stockholder shall have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received by the
Secretary at the principal executive office of the Corporation not less than 60
days nor more than 90 days prior to the annual meeting; provided, however, that
in the event that less than 70 days' notice or prior public disclosure of the
date of the annual meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder's notice to the Secretary of the Corporation shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting, the reasons for conducting such business at the annual meeting
and, in the event that such business includes a proposal to amend any document,
including these bylaws, the language of the proposed amendment, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such stockholder and (d) any
material interest of such stockholder in such business. Notwithstanding anything
in these bylaws to the contrary, no business shall be conducted at any annual
meeting of the stockholders except in accordance with the procedures set forth
in this Section 7. The chairman of the annual meeting of the stockholders shall,
if the facts warrant, determine and declare to the meeting that business was not
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properly brought before the meeting in accordance with the provisions of this
Section 7, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section 7, a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to matters set forth in this Section 7.
SECTION 8. Order of Business; Conduct of Meetings. The order of business at
all meetings of the stockholders shall be as determined by the chairman of the
meeting.
SECTION 9. Voting; Proxies. Unless otherwise provided by Nevada law or in
the Articles of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of capital stock
which has voting power upon the matter in question held by such stockholder
either (i) on the date fixed pursuant to the provisions of Section 10 of Article
I of these bylaws as the record date for the determination of the stockholders
to be entitled to notice of or to vote at such meeting; or (ii) if no record
date is fixed, then at the close of business on the day next preceding the day
on which notice is given. Each stockholder entitled to vote at any meeting of
the stockholders may authorize another person or persons to act for him by
proxy. Any such proxy shall be delivered to the secretary of such meeting at or
prior to the time designated in the order of business for so delivering such
proxies. At all meetings of the stockholders for the election of directors, a
plurality of the votes cast shall be sufficient to elect. On all other matters,
except as otherwise required by Nevada law or the Articles of Incorporation, a
majority of the votes cast at a meeting of the stockholders shall be necessary
to authorize any corporate action to be taken by vote of the stockholders.
Unless required by Nevada law, or determined by the chairman of the meeting to
be advisable, the vote on any question other than the election of directors need
not be by written ballot. On a vote by written ballot, each written ballot shall
be signed by the stockholder voting, or by his proxy if there be such proxy, and
shall state the number of shares voted.
SECTION 10. Fixing of Record Date for Stockholder Meetings. In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be 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. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 11. Fixing a Record Date for Other Purposes. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the Board of Directors
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may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall
not be more than 60 days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
SECTION 12. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least 10 days before every meeting of the stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.
SECTION 13. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting shall
appoint inspectors. Each inspector, before entering upon the discharge of his or
her duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors shall determine the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be stockholders.
SECTION 14. Stock Ledger . The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 12 of this Article I, the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors. The Board of
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Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not, by Nevada law or the Articles of
Incorporation, directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualification. Except as otherwise fixed by or pursuant
to provisions of the Articles of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over common stock as
to dividends or upon liquidation to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be fixed from
time to time by affirmative vote of a majority of the directors then in office.
SECTION 3. Elections And Terms. The Board of Directors, other than those
who may be elected by the holders of any classes or series of stock having a
preference over the common stock as to dividends or upon liquidation, shall be
elected for a term ending at the next following Annual Meeting of Stockholders
and until their successors have been duly elected and qualified.
SECTION 4. Newly Created Directorships And Vacancies. Except as otherwise
fixed by or pursuant to provisions of the Articles of Incorporation relating to
the rights of the holders of any class or series of stock having a preference
over common stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Except as otherwise provided under Nevada law, newly created
directorships and vacancies resulting from any cause may not be filled by any
other person or persons. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any director then in office.
SECTION 5. Removal and Resignation. Except as otherwise fixed by or
pursuant to provisions of the Articles of Incorporation relating to the rights
of the holders of any class or series of stock having a preference over common
stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, any director may be removed from office only for cause
and only by the affirmative vote of the holders of two-thirds of the outstanding
shares of stock entitled to vote generally in the election of directors. Any
director may resign at any time upon written notice to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election by the
stockholders as directors of the Corporation. Nominations of persons for
election as directors of the Corporation may be made at an annual meeting of
stockholders (i) by or at the direction of the Board of Directors; (ii) by any
nominating committee or persons appointed by the Board of Directors; or (iii) by
any stockholder of the Corporation entitled to vote for the election of
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directors at the meeting who complies with the notice procedures set forth in
this Section 6. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive office of the
Corporation not less than 60 days nor more than 90 days prior to the annual
meeting; provided, however, that in the event that less than 70 days' notice or
prior public disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever first occurs. Such stockholder's notice to the Secretary of the
Corporation shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or reelection as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as now or hereafter
amended; and (b) as to the stockholder giving the notice, (i) the name and
record address of such stockholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by such
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election by the stockholders as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The chairman of the annual meeting of the stockholders shall,
if the facts warrant, determine and declare to the meeting that nomination was
not made in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
SECTION 7. Regular Meetings. Regular meetings of the Board of Directors may
be held at such places within or without the State of Nevada and at such times
as the Board of Directors may from time to time determine. Notice of regular
meetings of the Board of Directors need not be given except as otherwise
required by Nevada law or these bylaws.
SECTION 8. Special Meetings. Special meetings of the Board of Directors may
be held at any time or place within or without the State of Nevada whenever
called by the Chairman of the Board of Directors, the President or by a majority
of the entire Board of Directors.
SECTION 9. Notice of Meetings. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 9, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by Nevada law or these bylaws, such notice need not state the
purpose(s) of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to such director at such director's
residence or usual place of business, by registered mail, return receipt
requested delivered at least two (2) days before the day on which such meeting
is to be held, or shall be sent addressed to such director at such place by
electronic mail, telegraph, telex, cable or wireless, or be delivered to such
director personally, by facsimile or by telephone, at least 24 hours before the
time at which such meeting is to be held. A written waiver of notice, signed by
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the director entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him.
SECTION 10. Quorum and Manner of Acting. Except as hereinafter provided, a
majority of the whole Board of Directors shall be present in person or by means
of a conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same time at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting; and, except as otherwise required by
Nevada law, the Articles of Incorporation or these bylaws, the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum at any meeting of
the Board of Directors, a majority of the directors present thereat may adjourn
such meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless such time and place were announced at the
meeting at which the adjournment was taken, to the other directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The
directors shall act only as a Board and the individual directors shall have no
power as such.
SECTION 11. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of
Directors.
SECTION 12. Telephonic Participation. Members of the Board of Directors may
participate in a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation in such a meeting
shall constitute presence in person at such meeting.
SECTION 13. Organization. At each meeting of the Board, the Chairman of the
Board or, in his absence or inability to act, the Chief Executive Officer or, in
his absence or inability to act, another director chosen by a majority of the
directors present shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence or inability to act, any person appointed by the
chairman shall act as secretary of the meeting and keep the minutes thereof.
SECTION 14. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.
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ARTICLE III
Committees
SECTION 1. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of two or more of the directors of the Corporation.
The Board of Directors may fill vacancies in, change the membership of, or
dissolve any such committee. The Board of Directors may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of such absent or disqualified member.
Any such committee, to the extent provided by Nevada law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Each committee shall keep written
minutes of its proceedings and shall report such minutes to the Board of
Directors when required. All such proceedings shall be subject to revision or
alteration by the Board of Directors; provided, however, that third parties
shall not be prejudiced by such revision or alteration.
SECTION 2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules,
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these bylaws.
SECTION 3. Standing Committees. Notwithstanding anything contained in this
Article III to the contrary, the Board of Directors shall maintain two (2)
standing committees consisting of (i) a Corporate Governance Committee; and (2)
an Audit Committee. The Corporate Governance Committee shall consist of at least
three (3) members of the Board of Directors who are "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended, and who are "outside directors" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended. The Corporate
Governance Committee shall have the power and authority to recommend general
compensation polices to the full Board of Directors, oversee the Corporation's
compensation plans, establish the compensation levels for the Corporation's
Chief Executive Officer and other Executive Officers and advise the full Board
of Directors on general compensation policies for the Company's Executive
Officers. The Audit Committee shall consist of at least three (3) members of the
Board of Directors, none of which shall also serve as an Executive Officer of
the Corporation. The Audit Committee shall have the power and authority to
review and report to the full Board of Directors with respect to the selection,
retention, termination and terms of engagement of the Corporation's independent
public accountants and maintain communications among the Board of Directors, the
independent public accountants and the Corporation's internal accounting staff
with respect to accounting and audit procedures. The Audit Committee shall also
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have the power and authority to review the Corporation's processes, internal
accounting and control procedures and policies and related matters with the
Corporation's management.
ARTICLE IV
Officers
SECTION 1. Number. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers and assistant officers as may be deemed
necessary or desirable by the Board of Directors. Any number of offices may be
held by the same person. In its discretion, the Board of Directors may choose
not to fill any office for any period that it may deem advisable unless
otherwise required by Nevada law.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as conveniently
may be. The Chief Executive Officer shall appoint persons to other officers as
he or she deems desirable and such appointments, if any, shall serve at the
pleasure of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.
SECTION 3. Resignations. Any officer may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 4. Removal. Any officer or agent of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting of the Board of Directors or, except in the case of an officer or agent
elected or appointed by the Board of Directors, by the Chief Executive Officer,
but any such removal shall be without prejudice to the contract rights, if any,
of the person so removed.
SECTION 5. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, may be filled for the
unexpired portion of the term of the office which shall be vacant by the Board
of Directors at any special or regular meeting.
SECTION 6. Powers and Duties of Executive Officers. The officers of the
Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.
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SECTION 7. The Chairman of the Board. The Chairman of the Board shall be an
officer of the Corporation for the purpose of executing agreements and other
instruments on behalf of the Corporation but shall not be an employee of the
Corporation. He shall, if present, preside at each meeting of the stockholders
and of the Board of Directors and shall be an ex-officio member of all
committees of the Board of Directors. Such person shall perform all duties
incident to the office of Chairman of the Board and such other duties as may
from time to time be assigned to such person by the Board of Directors.
SECTION 8. The Chief Executive Officer. The Chief Executive Officer shall
have the general and active supervision and direction over the business
operations and affairs of the Corporation and over the other officers, agents
and employees and shall see that their duties are properly performed. At the
request of the Chairman of the Board, or in the case of his absence or inability
to act, the Chief Executive Officer shall perform the duties of the Chairman of
the Board and when so acting shall have all the powers of, and be subject to all
the restrictions upon the Chairman of the Board. Such person shall perform all
duties incident to the office of Chief Executive Officer and such other duties
as may from time to time be assigned to such person by the Board of Directors.
SECTION 9. The President. The President shall be the Chief Operating
Officer of the Corporation and shall have general and active supervision and
direction over the business operations and affairs of the Corporation and over
its several officers, agents and employees, subject, however, to the direction
of the Chief Executive Officer and the control of the Board of Directors. In
general, the President shall have such other powers and shall perform such other
duties as usually pertain to the office of President or as from time to time may
be assigned to him by the Board of Directors or the Chief Executive Officer.
SECTION 10. Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.
SECTION 11. The Treasurer. The Treasurer shall (a) have charge and custody
of, and be responsible for, all the funds and securities of the Corporation; (b)
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation; (c) cause all monies and other valuables to be deposited to
the credit of the Corporation in such depositories as may be designated by the
Board; (d) receive, and give receipts for, monies due and payable to the
Corporation from any source whatsoever; (e) disburse the funds of the
Corporation and supervise the investment of its funds as ordered or authorized
by the Board, taking proper vouchers therefor; and (f) in general, have all the
powers and perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.
SECTION 12. The Secretary. The Secretary shall (a) record the proceedings
of the meetings of the stockholders and directors in a minute book to be kept
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
records and the seal of the Corporation and affix and attest the seal to all
stock certificates of the Corporation (unless the seal of the Corporation on
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such certificates shall be a facsimile, as hereinafter provided) and affix and
attest the seal to all other documents to be executed on behalf of the
Corporation under its seal; (d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and (e) in general, have all the powers and
perform all the duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of Directors or the
Chief Executive Officer.
SECTION 13. Officers' Bonds or Other Security. The Board of Directors may
secure the fidelity of any or all of its officers or agents by bond or
otherwise, in such amount and with such surety or sureties as the Board of
Directors may require.
SECTION 14. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors; provided, however, that the Board of Directors may
delegate to the Chief Executive Officer or the President the power to fix the
compensation of officers and agents appointed by the Chairman of the Board or
the President, as the case may be. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that such person is
also a director of the Corporation.
ARTICLE V
Shares of Stock
SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, certifying the number of shares owned by such holder in the
Corporation. Any of or all the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may nevertheless be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.
SECTION 2. Books of Account and Record of Stockholders. The books and
records of the Corporation may be kept at such places, within or without the
State of Nevada, as the Board of Directors may from time to time determine. The
stock record books and the blank stock certificate books shall be kept by the
Secretary or by any other officer or agent designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney hereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by Nevada law, the Corporation shall be entitled to recognize the
exclusive right of a person in whose name any share or shares stand on the
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record of stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or other
distributions, and to vote as such owner, and the Corporation may hold any such
stockholder of record liable for calls and assessments and the Corporation shall
not be bound to recognize any equitable or legal claim to or interest in any
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof. Whenever any transfers of shares shall be
made for collateral security and not absolutely, and both the transferor and
transferee request the Corporation to do so, such fact shall be stated in the
entry of the transfer.
SECTION 4. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.
SECTION 5. Lost, Stolen or Destroyed Stock Certificates. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may, in its discretion, require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient, as the Board in its
absolute discretion shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Anything herein to the contrary notwithstanding, the Board of Directors, in its
absolute discretion, may refuse to issue any such new certificate, except
pursuant to judicial proceedings under the laws of the State of Nevada.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts. Except as otherwise required by statute,
the Articles of Incorporation or these bylaws, any contract or other instrument
may be executed and delivered in the name and on behalf of the Corporation by
such officer or officers (including any assistant officer) of the Corporation as
the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board of Directors may
determine. Unless authorized by the Board of Directors or expressly permitted by
these bylaws, no officer or agent or employee shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge its credit or
to render it pecuniary liable for any purpose or to any amount.
SECTION 2. Loans. Unless the Board of Directors shall otherwise determine,
the President or any Vice-President may effect loans and advances at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other certificates or evidences
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of indebtedness of the Corporation, but no officer or officers shall mortgage,
pledge, hypothecate or transfer any securities or other property of the
Corporation other than in connection with the purchase of chattels for use in
the Corporation's operations, except when authorized by the Board of Directors.
SECTION 3. Checks, Drafts, Bank Accounts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money out of the funds of the
Corporation, and all notes or other evidence of indebtedness of the Corporation,
shall be signed in the name and on behalf of the Corporation by such persons and
in such manner as shall from time to time be authorized by the Board of
Directors.
SECTION 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 depositaries as the Board of Directors may from
time to time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board of Directors. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by any officer or agent of the Corporation.
SECTION 5. General and Special Bank Accounts. The Board of Directors may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board of
Directors may designate or as may be designated by any officer or officers of
the Corporation to whom such power of designation may from time to time be
delegated by the Board of Directors. The Board of Directors 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 VII
Indemnification
SECTION 1. Right To Indemnification. The Corporation shall indemnify and
hold harmless to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is a party or is
threatened to be made a party or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, or by or in the right of the Corporation to
procure a judgment in its favor (a "Proceeding"), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
enterprise or nonprofit entity, including serving with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, with respect to a Proceeding involving the right
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of the Corporation to procure judgment in its favor, such indemnification shall
only cover expenses (including attorney fees) and shall only be made if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests of the Corporation and shall not be made with respect to
any Proceeding as to which such person has been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Nevada or the court in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the State
of Nevada or such other court shall deem proper. The Corporation shall be
required to indemnify a person in connection with a Proceeding (or part thereof)
initiated by such person only if the Proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.
SECTION 2. Prepayment of Expenses. Expenses incurred in defending any
Proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it should be ultimately determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VII or otherwise.
SECTION 3. Claims. If a claim for indemnification or payment of expenses
under this Article VII is not paid in full within 60 days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable Nevada law.
SECTION 4. Non-Exclusivity of Rights. The indemnification provided by this
Article VII shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under these bylaws or any agreement or
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 5. Other Indemnification. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.
SECTION 6. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
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person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of Nevada law,
the Articles of Incorporation or of this Article VII.
SECTION 7. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE VIII
General Provisions
SECTION 1. Registered Office . The registered office and registered agent
of the Corporation will be as specified in the Articles of Incorporation of the
Corporation.
SECTION 2. Other Offices. The Corporation may also have such offices, both
within or without the State of Nevada, as the Board of Directors may from time
to time determine or the business of the Corporation may require.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be so
determined by the Board of Directors.
SECTION 4. Seal. The seal of the Corporation shall be circular in form,
shall bear the name of the Corporation and shall include the words and numbers
"Corporate Seal", "Nevada" and the year of incorporation.
SECTION 5. Voting Securities Owned By Corporation. Voting securities in any
other corporation held by the Corporation shall be voted by the Chief Executive
Officer, unless the Board of Directors specifically confers authority to vote
with respect thereto, which authority may be general or confined to specific
instances, upon some other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.
SECTION 6. Inspection of Books and Records. Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in the State of Nevada or at its principal place of business.
SECTION 7. Section Headings. Section headings in these bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
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SECTION 8. Inconsistent Provisions. In the event that any provision of
these bylaws is or becomes inconsistent with any provision of the Articles of
Incorporation, the general corporation law of the State of Nevada or any other
applicable law, the provision of these bylaws shall not be given any effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.
ARTICLE IX
Amendments
These bylaws, may be adopted, amended or repealed, and new bylaws made, by
the Board of Directors of the Corporation, but the stockholders of the
Corporation may make additional bylaws and may alter and repeal any bylaws,
whether adopted by them or otherwise, by affirmative vote of the holders of
two-thirds of the outstanding shares of stock entitled to vote upon the election
of directors.
I, the undersigned, being the Secretary of Penola Inc., DO HEREBY CERTIFY
the foregoing to be the bylaws of the Corporation, as adopted by consent to
action by Directors in lieu of a special meeting of the Corporation, dated July
13, 2011.
/s/ Filomena Gencarelli
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Filomena Gencarelli, Secretary
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