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