BY LAWS OF INVICTA GROUP
A NEVADA CORPORATION
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. THE ANNUAL MEETING OF THE STOCKHOLDERS OF THE CORPORATION SHALL
BE HELD AT A LOCATION WITHIN OR WITHOUT THE STATE OF NEVADA, ON A DATE AND AT A
TIME SO DESIGNATED BY THE BOARD OF DIRECTORS, IN EACH YEAR, IF NOT A LEGAL
HOLIDAY, AND IF A LEGAL HOLIDAY, THEN ON THE NEXT SUCCEEDING DAY NOT A LEGAL
HOLIDAY, FOR THE PURPOSE OF ELECTING DIRECTORS OF THE CORPORATION TO SERVE
DURING THE ENSUING YEAR AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY BE
BROUGHT BEFORE THE MEETING.
AT LEAST FIVE (5) DAYS WRITTEN NOTICE SPECIFYING THE TIME AND PLACE, WHEN AND
WHERE, THE ANNUAL MEETING SHALL BE CONVENED, SHALL BE MAILED IN A UNITED STATES
POST OFFICE ADDRESSED TO EACH OF THE STOCKHOLDERS OF RECORD AT THE TIME OF
ISSUING THE NOTICE AT HIS OR HER OR ITS ADDRESS LAST KNOWN, AS THE SAME APPEARS
ON THE BOOKS OF THE CORPORATION.
NEVERTHELESS, A FAILURE TO GIVE SUCH NOTICE, OR ANY IRREGULARITY IN SUCH NOTICE,
SHALL NOT AFFECT THE VALIDITY OF ANNUAL MEETINGS OR ANY OF THE PROCEEDINGS HAD
AT SUCH MEETING,AND IN SUCH EVENT THESE BYLAWS SHALL BE, AND SHALL BE DEEMED TO
BE, SUFFICIENT NOTICE OF SUCH MEETING WITHOUT REQUIREMENT OF FURTHER NOTICE.
SECTION 2. SPECIAL MEETINGS OF THE STOCKHOLDERS MAY BE HELD AT THE OFFICE OF
THE CORPORATION IN THE STATE OF NEVADA, OR ELSEWHERE, WHENEVER CALLED BY THE
PRESIDENT, OR BY THE BOARD OF DIRECTORS, OR BY VOTE OF,OR BY AN INSTRUMENT IN
WRITING SIGNED BY THE HOLDERS OF 50 % OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK. AT LEAST TEN (10).DAYS WRITTEN NOTICE OF SUCH MEETING, SPECIFYING THE DAY
AND HOUR AND PLACE, WHEN AND WHERE SUCH MEETING SHALL BE CONVENED, AND THE
OBJECTS FOR CALLING THE SAME, SHALL BE MAILED IN THE UNITED STATES POST OFFICE,
ADDRESSED TO EACH OF THE STOCKHOLDERS OF RECORD AT THE TIME OF ISSUING THE
NOTICE, AND AT HIS OR HER OR ITS ADDRESS LAST KNOWN, AS THE SAME APPEARS ON THE
BOOKS OF THE CORPORATION.
IF ALL THE STOCKHOLDERS OF THE CORPORATION SHALL WAIVE NOTICE OF SPECIAL
MEETING, NO NOTICE OF SUCH MEETING SHALL BE REQUIRED, AND WHENEVER ALL THE
STOCKHOLDERS SHALL MEET IN THE WRITTEN CERTIFICATE OF THE OFFICER OR OFFICERS
CALLING ANY SPECIAL MEETING SETTING FORTH THE SUBSTANCE OF THE NOTICE, AND THE
TIME AND PLACE OF THE MAILING OF THE SAME TO THE SEVERAL STOCKHOLDERS, AND THE
RESPECTIVE ADDRESSES TO WHICH THE SAME WERE MAILED, SHALL BE PRIMA FACIE
EVIDENCE OF THE MANNER AND FACT OF THE CALLING AND GIVING SUCH NOTICE.
IF THE ADDRESS OF ANY STOCKHOLDER DOES NOT APPEAR UPON THE BOOKS OF THE
CORPORATION, IT WILL BE SUFFICIENT TO ADDRESS ANY NOTICE TO SUCH STOCKHOLDER TO
CORPORATIONS OFFICE.
SECTION 3. ALL BUSINESS LAWFUL TO BE TRANSACTED BY THE STOCKHOLDERS OF THE
CORPORATION MAY BE TRANSACTED AT ANY SPECIAL MEETING OR AT ANY ADJOURNMENT
THEREOF. ONLY SUCH BUSINESS,HOWEVER, SHALL BE ACTED UPON AT SPECIAL MEETING OF
THE STOCKHOLDERS AS SHALL HAVE BEEN REFERRED TO IN THE NOTICE CALLING SUCH
MEETINGS, BUT ANY STOCKHOLDERS' MEETING AT WHICH ALL OF THE OUTSTANDING CAPITAL
STOCK OF THE CORPORATION IS REPRESENTED, EITHER IN PERSON OR BY PROXY, ANY
LAWFUL BUSINESS MAY BE TRANSACTED, AND SUCH MEETING SHALL BE VALID FOR ALL
PURPOSES.
SECTION 4. AT ALL STOCKHOLDERS' MEETINGS, THE HOLDERS OF A PERCENT OF: (50%)
IN AMOUNT OF THE ENTIRE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE CORPORATION
SHALL CONSTITUTE A QUORUM FOR ALL THE PURPOSES OF SUCH MEETINGS.
IF THE HOLDERS OF THE AMOUNT OF STOCK NECESSARY TO CONSTITUTE A QUORUM SHALL
FAIL TO ATTEND, IN PERSON OR BY PROXY, AT THE TIME AND PLACE FIXED BY THESE
BYLAWS FOR ANY ANNUAL MEETING, OR FIXED BY A NOTICE AS ABOVE PROVIDED FOR A
SPECIAL MEETING, A MAJORITY IN INTEREST OF THE STOCKHOLDERS PRESENT IN PERSON OR
BY PROXY MAY ADJOURN FROM TIME TO TIME WITHOUT NOTICE OTHER THAN BY ANNOUNCEMENT
AT THE MEETING, UNTIL HOLDERS OF THE AMOUNT OF STOCK REQUISITE TO CONSTITUTE A
QUORUM SHALL ATTEND. AT ANY SUCH ADJOURNED MEETING AT WHICH A QUORUM SHALL BE
PRESENT, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AS
ORIGINALLY CALLED.
SECTION 5. AT EACH MEETING OF THE STOCKHOLDERS, EVERY STOCKHOLDER SHALL BE
ENTITLED TO VOTE IN PERSON OR BY HIS OR HER DULY AUTHORIZED PROXY APPOINTED BY
INSTRUMENT IN WRITING SUBSCRIBED BY SUCH STOCKHOLDER OR BY HIS OR HER DULY
AUTHORIZED ATTORNEY. EACH STOCKHOLDER SHALL HAVE ONE (1) VOTE FOR EACH SHARE OF
STOCK STANDING REGISTERED IN HIS OR HER OR ITS NAME ON THE BOOKS OF THE
CORPORATION, TEN (10) DAYS PRECEDING THE DAY OF SUCH MEETING. THE VOTES FOR
DIRECTORS, AND UPON DEMAND BY ANY STOCKHOLDER, THE VOTES UPON ANY QUESTION
BEFORE THE MEETING, SHALL BE BY VIA VOICE.
AT EACH MEETING OF THE STOCKHOLDERS, A FULL, TRUE AND COMPLETE LIST, IN
ALPHABETICAL ORDER, OF ALL THE STOCKHOLDERS ENTITLED TO VOTE AT SUCH MEETING,
AND INDICATING THE NUMBER OF SHARES HELD BY EACH, CERTIFIED BY THE SECRETARY OF
THE CORPORATION, SHALL BE FURNISHED, WHICH LIST SHALL BE PREPARED AT LEAST TEN
(10) DAYS BEFORE SUCH MEETING, AND SHALL BE OPEN TO THE INSPECTION OF THE
STOCKHOLDERS, OR THEIR AGENTS OR PROXIES, AT THE PLACE WHERE SUCH MEETING IS TO
BE HELD, AND FOR TEN (10) DAYS PRIOR THERETO. ONLY THE PERSONS IN WHOSE NAMES
SHARES OF STOCK ARE REGISTERED ON THE BOOKS OF THE CORPORATION FOR TEN (10) DAYS
PRECEDING THE DATE OF SUCH MEETING, AS EVIDENCED BY THE LIST OF STOCKHOLDERS SO
FURNISHED, SHALL BE ENTITLED TO VOTE AT SUCH MEETING.
PROXIES AND POWERS OF ATTORNEY TO VOTE MUST BE FILED WITH THE SECRETARY OF THE
CORPORATION BEFORE AN ELECTION OR A MEETING OF THE STOCKHOLDERS, OR THEY CANNOT
BE USED AT SUCH ELECTION OR MEETING.
SECTION 6. AT EACH MEETING OF THE STOCKHOLDERS, THE POLLS SHALL BE OPENED
AND CLOSED; THE PROXIES AND BALLOTS ISSUED, RECEIVED, AND TAKEN IN CHARGE OF,
FOR THE PURPOSE OF THE MEETING, AND ALL QUESTIONS TOUCHING THE QUALIFICATIONS OF
VOTERS AND THE VALIDITY OF PROXIES, AND THE ACCEPTANCE OR REJECTION OF VOTES,
SHALL BE DECIDED BY TWO (2) INSPECTORS. SUCH INSPECTORS SHALL BE APPOINTED AT
THE MEETING BY THE PRESIDING OFFICER OF THE MEETING.
SECTION 7. AT THE STOCKHOLDERS MEETINGS, THE REGULAR ORDER OF BUSINESS SHALL
BE AS FOLLOWS:
1. READING AND APPROVAL OF THE MINUTES OF PREVIOUS MEETING OR MEETINGS;
2. REPORTS OF THE BOARD OF DIRECTORS, THE PRESIDENT, TREASURER AND SECRETARY
OF THE CORPORATION IN THE ORDER NAMED;
3. REPORTS OF COMMITTEES;
4. ELECTION OF DIRECTORS;
5. UNFINISHED BUSINESS;
6. NEW BUSINESS;
7. ADJOURNMENT.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION L. THE BOARD OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF
PERSONS WHO SHALL BE CHOSEN BY THE STOCKHOLDERS ANNUALLY AT THE ANNUAL MEETING
OF THE CORPORATION, AND WHO SHALL HOLD OFFICE FOR ONE (1) YEAR, AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY.
SECTION 2. WHEN ANY VACANCY OCCURS AMONG THE DIRECTORS BY DEATH,
RESIGNATION, DISQUALIFICATION OR OTHER CAUSE, THE STOCKHOLDERS, AT ANY REGULAR
OR SPECIAL MEETING, OR AT ANY ADJOURNED MEETING THEREOF, OR THE REMAINING
DIRECTORS, BY THE AFFIRMATIVE VOTE OF A MAJORITY THEREOF, SHALL ELECT A
SUCCESSOR TO HOLD OFFICE FOR THE UNEXPIRED PORTION OF THE TERM OF THE DIRECTOR
WHOSE PLACE SHALL HAVE BECOME VACANT AND UNTIL HIS OR HER SUCCESSOR SHALL HAVE
BEEN ELECTED AND SHALL QUALIFY.
SECTION 3. MEETINGS OF THE DIRECTORS MAY BE HELD AT THE PRINCIPAL OFFICE OF
THE CORPORATION IN THE STATE OF NEVADA, OR ELSEWHERE, AT SUCH PLACE OR PLACES AS
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, DETERMINE.
SECTION 4. WITHOUT NOTICE OR CALL, THE BOARD OF DIRECTORS SHALL HOLD ITS
FIRST ANNUAL MEETING FOR THE YEAR IMMEDIATELY AFTER THE ANNUAL MEETING OF THE
STOCKHOLDERS OR IMMEDIATELY AFTER THE ELECTION OF DIRECTORS AT SUCH ANNUAL
MEETING.
REGULAR MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD AT THE OFFICE OF THE
CORPORATION IN THE CITY OF MIAMI, FLORIDA AT 9 AM. NOTICE OF SUCH REGULAR
MEETINGS SHALL BE MAILED TO EACH DIRECTOR BY THE SECRETARY AT LEAST THREE (3)
DAYS PREVIOUS TO THE DAY FIXED FOR SUCH MEETINGS, BUT NO REGULAR MEETING SHALL
BE HELD VOID OR INVALID IF SUCH NOTICE IS NOT GIVEN, PROVIDED THE MEETING IS
HELD at the TIME AND PLACE FIXED BY THESE BYLAWS FOR HOLDING SUCH REGULAR
MEETINGS.
SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD ON THE CALL OF THE
PRESIDENT OR SECRETARY ON AT LEAST ONE (1) DAYS NOTICE BY MAIL TO DIRECTORS
RESIDENT IN THE STATE OF FLORIDA, AND ON AT LEAST THREE (3) DAYS NOTICE BY MAIL,
OR THREE (3) DAYS NOTICE BY TELEGRAPH, TO DIRECTORS NOT RESIDENT IN SAID STATE.
ANY MEETING OF THE BOARD, NO MATTER WHERE HELD, AT WHICH ALL OF THE MEMBERS
SHALL BE PRESENT, EVEN THOUGH WITHOUT OR OF WHICH NOTICE SHALL HAVE BEEN WAIVED
BY ALL ABSENTEES, PROVIDED A QUORUM SHALL BE PRESENT, SHALL BE VALID FOR ALL
PURPOSES UNLESS OTHERWISE INDICATED IN THE NOTICE CALLING THE MEETING OR IN THE
WAIVER OF NOTICE.
ANY AND ALL BUSINESS MAY BE TRANSACTED BY ANY MEETING OF THE BOARD OF DIRECTORS,
EITHER REGULAR OR SPECIAL.
SECTION 5. A MAJORITY OF THE BOARD OF DIRECTORS IN OFFICE SHALL CONSTITUTE A
QUORUM FOR THE TRANSACTION OF BUSINESS, BUT IF AT ANY MEETING OF THE BOARD THERE
BE LESS THAN A QUORUM PRESENT, A MAJORITY OF THOSE PRESENT MAY ADJOURN FROM TIME
TO TIME, UNTIL A QUORUM SHALL BE PRESENT, AND NO NOTICE OF SUCH ADJOURNMENT
SHALL BE REQUIRED. THE BOARD OF DIRECTORS MAY PRESCRIBE RULES NOT IN CONFLICT
WITH THESE BYLAWS FOR THE CONDUCT OF ITS BUSINESS; PROVIDED, HOWEVER, THAT IN
THE FIXING OF SALARIES OF THE OFFICERS OF THE CORPORATION, THE UNANIMOUS ACTION
OF ALL OF THE DIRECTORS SHALL BE REQUIRED.
SECTION 6. A DIRECTOR NEED NOT BE A STOCKHOLDER OF THE CORPORATION.
SECTION 7. THE DIRECTORS SHALL BE ALLOWED AND PAID ALL NECESSARY EXPENSES
INCURRED IN ATTENDING ANY MEETING OF THE BOARD, BUT SHALL NOT RECEIVE ANY CASH
COMPENSATION FOR THEIR SERVICES AS DIRECTORS UNTIL SUCH TIME AS THE CORPORATION
IS PROFITABLE. DIRECTORS WILL BE PAID IN STOCK OPTIONS, THE AMOUNT OF SHARES AND
PRICE WILL BE DETERMINED BY A MAJORITY OF THE BOARD. CASH COMPENSATION CAN BE
APPROVED BY MAJORITY OF THE BOARD, AFTER THE FIRST PROFITABLE QUARTER IS
REPORTED.
SECTION 8. THE BOARD OF DIRECTORS SHALL MAKE A REPORT TO THE STOCKHOLDERS AT
ANNUAL MEETINGS OF THE STOCKHOLDERS OF THE CONDITION OF THE CORPORATION, AND
SHALL, ON REQUEST, FURNISH EACH OF THE STOCKHOLDERS WITH A TRUE COPY THEREOF.
THE BOARD OF DIRECTORS, IN ITS DISCRETION, MAY SUBMIT ANY CONTRACT OR ACT FOR
APPROVAL OR RATIFICATION AT ANY ANNUAL MEETING OF THE STOCKHOLDERS CALLED FOR
THE PURPOSE OF CONSIDERING ANY SUCH CONTRACT OR ACT, WHICH, IF APPROVED OR
RATIFIED BY THE VOTE OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK
REPRESENTED IN PERSON OR BY PROXY AT SUCH MEETING, PROVIDED THAT A LAWFUL QUORUM
OF STOCKHOLDERS BE THERE REPRESENTED IN PERSON OR BY PROXY, SHALL BE VALID AND
BINDING UPON THE CORPORATION AND UPON ALL THE STOCKHOLDERS THEREOF, AS IF IT HAD
BEEN APPROVED OR RATIFIED BY EVERY STOCKHOLDER OF THE CORPORATION.
SECTION 9. THE BOARD OF DIRECTORS MAY, BY RESOLUTION PASSED BY A MAJORITY OF
THE WHOLE BOARD, DESIGNATE AN EXECUTIVE COMMITTEE. THIS COMMITTEE SHALL CONSIST
OF TWO (2) OR MORE MEMBERS BESIDES THE CEO OR PRESIDENT, WHO BY VIRTUE OF HIS OR
HER OFFICE, SHALL BE A MEMBER AND THE CHAIRMAN THEREOF. THE COMMITTEE SHALL IN
THE INTERIM BETWEEN THE MEETINGS OF THE BOARD, EXERCISE ALL POWERS OF THAT BODY
IN ACCORDANCE WITH THE GENERAL POLICY OF THE CORPORATION AND UNDER THE DIRECTION
OF THE BOARD OF DIRECTORS. IT SHALL ALSO ATTEND TO AND SUPERVISE ALL THE
FINANCIAL OPERATIONS OF THE CORPORATION, AND SHALL EXAMINE AND AUDIT ALL THE
CORPORATION'S ACCOUNTS AT THE CLOSE OF EACH FISCAL YEAR, AND AT SUCH OTHER TIMES
AS IT MAY DEEM NECESSARY. THE SECRETARY SHALL BE THE SECRETARY OF THE COMMITTEE
AND SHALL ATTEND ITS MEETINGS, AND ITS MEETINGS SHALL BE HELD ON THE CALL OF THE
CEO OR PRESIDENT. ALL MEMBERS OF THE COMMITTEE MUST BE GIVEN AT LEAST TWO (2)
DAYS NOTICE OF MEETINGS EITHER BY MAIL OR TELEGRAPH OR BY PERSONAL
COMMUNICATION, EITHER BY TELEPHONE OR OTHERWISE. A MAJORITY OF THE MEMBERS OF
THE COMMITTEE SHALL CONSTITUTE A QUORUM. THE COMMITTEE SHALL KEEP DUE RECORDS OF
ALL MEETINGS AND ACTIONS OF THE COMMITTEE, AND SUCH RECORDS SHALL AT ALL TIMES
BE OPEN TO THE INSPECTION OF ANY DIRECTOR.
SECTION 10. THE BOARD OF DIRECTORS IS VESTED WITH THE COMPLETE AND
UNRESTRAINED AUTHORITY IN THE MANAGEMENT OF ALL THE AFFAIRS OF THE CORPORATION,
AND IS AUTHORIZED TO EXERCISE FOR SUCH PURPOSE AS THE GENERAL AGENT OF THE
CORPORATION, ITS ENTIRE CORPORATE AUTHORITY.
SECTION 11. THE REGULAR ORDER OF BUSINESS AT MEETINGS OF THE BOARD OF
DIRECTORS SHALL BE AS FOLLOWS:
1. READING AND APPROVAL OF THE MINUTES OF ANY PREVIOUS MEETING OR MEETINGS;
2. REPORTS OF OFFICERS AND COMMITTEE PERSONS;
3. ELECTION OF OFFICERS;
4. UNFINISHED BUSINESS;
5. NEW BUSINESS;
6. ADJOURNMENT.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. THE BOARD OF DIRECTORS, AT ITS FIRST MEETING AFTER THE ANNUAL
MEETING OF STOCKHOLDERS, SHALL ELECT A C.E.O., PRESIDENT, C.O.O., A SECRETARY
AND A TREASURER, TO HOLD OFFICE FOR ONE (1) YEAR NEXT COMING, AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY. THE C.E.O.,PRESIDENT AND C.O.O. SHALL BE
MEMBERS OF THE BOARD OF DIRECTORS. THE TREASURER AND SECRETARY NEED NOT BE
DIRECTORS; THE OFFICES OF THE SECRETARY AND TREASURER MAY BE HELD BY ONE (1)
PERSON. ANY VACANCY IN ANY OF SAID OFFICES MAY BE FILLED BY THE BOARD OF
DIRECTORS.
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, BY RESOLUTION, APPOINT SUCH
ADDITIONAL VICE PRESIDENTS AND ADDITIONAL ASSISTANT SECRETARIES, ASSISTANT
TREASURERS AND TRANSFER AGENTS IT MAY DEEM ADVISABLE; PRESCRIBE THEIR DUTIES,
AND FIX THEIR COMPENSATION, AND ALL SUCH APPOINTED OFFICERS SHALL BE SUBJECT TO
REMOVAL AT ANY TIME BY THE BOARD OF DIRECTORS. ALL OFFICERS, AGENTS AND FACTORS
SHALL BE CHOSEN AND APPOINTED IN SUCH MANNER AND SHALL HOLD THEIR OFFICE FOR
SUCH TERMS AS THE BOARD OF DIRECTORS MAY BY RESOLUTION PRESCRIBE.
SECTION 2. THE C.E.O. SHALL BE THE EXECUTIVE OFFICER OF THE CORPORATION AND
SHALL HAVE THE SUPERVISION AND, SUBJECT TO THE CONTROL OF THE BOARD OF
DIRECTORS, THE DIRECTION OF THE CORPORATION'S AFFAIRS, WITH FULL POWER TO
EXECUTE ALL RESOLUTIONS AND ORDERS OF THE BOARD OF DIRECTORS NOT ESPECIALLY
ENTRUSTED TO SOME OTHER OFFICER OF THE CORPORATION.
THE C.E.O. SHALL BE A MEMBER OF THE EXECUTIVE COMMITTEE, AND THE CHAIRMAN
THEREOF; HE OR SHE SHALL PRESIDE AT ALL MEETINGS OF THE BOARD OF DIRECTORS, AND
AT ALL MEETINGS OF THE STOCKHOLDERS, AND SHALL SIGN THE CERTIFICATES OF STOCK
ISSUED BY THE CORPORATION, AND SHALL PERFORM SUCH OTHER DUTIES AS SHALL BE
PRESCRIBED BY THE BOARD OF DIRECTORS.
SECTION 3. THE C.O.O. SHALL BE VESTED WITH ALL THE POWERS AND PERFORM ALL
THE DUTIES IN THE ABSENCE OR INABILITY TO ACT OF THE C.E.O. OR PRESIDENT,
INCLUDING THE SIGNING OF CERTIFICATES OF STOCK ISSUED BY THE CORPORATION, AND HE
OR SHE SHALL SO PERFORM SUCH OTHER DUTIES AS SHALL BE PRESCRIBED BY THE BOARD OF
DIRECTORS.
SECTION 4. THE TREASURER SHALL HAVE THE CUSTODY OF ALL THE FUNDS AND
SECURITIES OF THE CORPORATION. WHEN NECESSARY OR PROPER, HE OR SHE SHALL ENDORSE
ON BEHALF OF THE CORPORATION FOR COLLECTION CHECKS, NOTES, AND OTHER
OBLIGATIONS; HE OR SHE SHALL JOINTLY WITH SUCH OTHER OFFICER AS SHALL BE
DESIGNATED BY THESE BYLAWS, SIGN ALL CHECKS MADE BY THE CORPORATION, AND SHALL
PAY OUT AND DISPOSE OF THE SAME UNDER THE DIRECTION OF THE BOARD OF DIRECTORS.
THE TREASURER SHALL SIGN WITH THE C.E.O. OR PRESIDENT ALL BILLS OF EXCHANGE AND
PROMISSORY NOTES OF THE CORPORATION; HE OR SHE SHALL ALSO HAVE THE CARE AND
CUSTODY OF THE STOCKS, BONDS, CERTIFICATES, VOUCHERS, EVIDENCE OF DEBTS,
SECURITIES, AND SUCH OTHER PROPERTY BELONGING TO THE CORPORATION AS THE BOARD OF
DIRECTORS SHALL DESIGNATE; HE OR SHE SHALL SIGN ALL PAPERS REQUIRED BY LAW OR BY
THESE BYLAWS OR THE BOARD OF DIRECTORS TO BE SIGNED BY THE TREASURER. WHENEVER
REQUIRED BY THE BOARD OF DIRECTORS, THE TREASURER SHALL RENDER A STATEMENT OF
THE CORPORATIONS' CASH ACCOUNT; HE OR SHE SHALL ENTER REGULARLY IN THE BOOKS OF
THE CORPORATION TO BE KEPT BY HIM OR HER FOR THE PURPOSE, FULL AND ACCURATE
ACCOUNTS OF ALL MONIES RECEIVED AND PAID BY HIM OR HER ON ACCOUNT OF THE
CORPORATION. THE TREASURER SHALL AT ALL REASONABLE TIMES EXHIBIT THE BOOKS OF
ACCOUNT TO ANY DIRECTOR OF THE CORPORATION DURING BUSINESS HOURS, AND SHALL
PERFORM ALL ACTS INCIDENT TO THE POSITION OF TREASURER SUBJECT TO THE CONTROL OF
THE BOARD OF DIRECTORS.
THE TREASURER SHALL, IF REQUIRED BY THE BOARD OF DIRECTORS, GIVE BOND TO THE
CORPORATION CONDITIONED FOR THE FAITHFUL PERFORMANCE OF ALL HIS OR HER DUTIES AS
TREASURER IN SUCH SUM, AND WITH SUCH SECURITY AS SHALL BE APPROVED BY THE BOARD
OF DIRECTORS, THE EXPENSE OF SUCH BOND TO BE BORNE BY THE CORPORATION.
SECTION 5. THE BOARD OF DIRECTORS MAY APPOINT AN ASSISTANT TREASURER WHO
SHALL HAVE SUCH POWERS AND PERFORM SUCH DUTIES AS MAY BE PRESCRIBED BY THE
TREASURER OF THE CORPORATION OR BY THE BOARD OF DIRECTORS, AND THE BOARD OF
DIRECTORS SHALL REQUIRE THE ASSISTANT TREASURER TO GIVE A BOND TO THE
CORPORATION IN SUCH SUM AND WITH SUCH SECURITY AS IT SHALL APPROVE, AND
CONDITIONED FOR THE FAITHFUL PERFORMANCE OF HIS OR HER DUTIES AS ASSISTANT
TREASURER, THE EXPENSE OF SUCH BOND TO BE BORNE BY THE CORPORATION.
SECTION 6. THE SECRETARY SHALL KEEP MINUTES OF ALL MEETINGS OF THE BOARD OF
DIRECTORS AND THE MINUTES OF ALL MEETINGS OF THE STOCKHOLDERS AND OF THE
EXECUTIVE COMMITTEE IN BOOKS PROVIDED FOR THAT PURPOSE. THE SECRETARY SHALL
ATTEND TO THE GIVING AND SERVING OF ALL NOTICES OF THE CORPORATION; HE OR SHE
MAY SIGN WITH THE C.E.O. OR PRESIDENT OR C.O.O. IN THE NAME OF THE CORPORATION,
ALL CONTRACTS AUTHORIZED BY THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE; HE OR
SHE SHALL HAVE THE CUSTODY OF THE CORPORATE SEAL OF THE CORPORATION; HE OR SHE
SHALL AFFIX THE CORPORATE SEAL TO ALL CERTIFICATES OF STOCK DULY ISSUED BY THE
CORPORATION; HE OR SHE SHALL HAVE CHARGE OF THE STOCK CERTIFICATE BOOKS,
TRANSFER BOOKS AND STOCK LEDGERS, AND SUCH OTHER BOOKS AND PAPERS AS THE BOARD
OF DIRECTORS OR THE EXECUTIVE COMMITTEE MAY DIRECT, ALL OF WHICH SHALL AT ALL
REASONABLE TIMES BE OPEN TO THE EXAMINATION OF ANY DIRECTOR UPON APPLICATION AT
THE OFFICE OF THE CORPORATION DURING NORMAL BUSINESS HOUR; AND HER OR SHE SHALL,
IN GENERAL, PERFORM ALL THE DUTIES INCIDENT TO THE OFFICE OF SECRETARY.
SECTION 7. THE BOARD OF DIRECTORS MAY APPOINT AN ASSISTANT SECRETARY WHO
SHALL HAVE SUCH POWERS AND PERFORM SUCH DUTIES AS MAY BE PRESCRIBED BY THE
SECRETARY OR BY THE BOARD OF DIRECTORS.
SECTION 8. UNLESS OTHERWISE ORDERED BY THE BOARD OF DIRECTORS, THE C.E.O.
SHALL HAVE FULL POWER AND AUTHORITY IN BEHALF OF THE CORPORATION TO ATTEND AND
TO ACT AND TO VOTE AT ANY MEETINGS OF THE STOCKHOLDERS OF ANY CORPORATION IN
WHICH THE CORPORATION MAY HOLD STOCK, AND AT ANY SUCH MEETINGS, SHALL POSSESS
AND MAY EXERCISE ANY AND ALL RIGHTS AND POWERS INCIDENT TO THE OWNERSHIP OF SUCH
STOCK, AND WHICH AS THE NEW OWNER THEREOF, THE CORPORATION MIGHT HAVE THE
POSSESSED AND EXERCISED IF PRESENT. THE BOARD OF DIRECTORS, BY RESOLUTION, FROM
TIME TO TIME, MAY CONFER LIKE POWERS ON ANY PERSON OR PERSONS IN PLACE OF THE
C.E.O. TO REPRESENT THE CORPORATION FOR THE PURPOSES IN THIS SECTION MENTIONED.
ARTICLE IV
CAPITAL STOCK
SECTION 1. THE CAPITAL STOCK OF THE CORPORATION SHALL BE ISSUED IN SUCH
MANNER AND AT SUCH TIMES AND UPON SUCH CONDITIONS AS SHALL BE PRESCRIBED BY THE
BOARD OF DIRECTORS.
SECTION 2. 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, AND SHALL BE UNDER THE SEAL OF THE CORPORATION AND SIGNED BY THE
C.E.O. OR PRESIDENT AND ALSO BY THE SECRETARY OR AN ASSISTANT SECRETARY.
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 CORPORATIONS BOOKS. NO CERTIFICATES SHALL BE VALID
UNLESS IT IS SIGNED BY THE C.E.O. OR PRESIDENT AND BY THE SECRETARY OR ASSISTANT
SECRETARY.
ALL CERTIFICATES SURRENDERED TO THE CORPORATION SHALL BE CANCELED AND NO NEW
CERTIFICATE SHALL BE ISSUED UNTIL THE FORMER CERTIFICATE FOR THE SAME NUMBER OF
SHARES SHALL HAVE BEEN SURRENDERED OR CANCELED.
SECTION 3. NO TRANSFER OF STOCK SHALL BE VALID AS AGAINST THE CORPORATION
EXCEPT ON SURRENDER AND CANCELLATION OF THE CERTIFICATE THEREFORE, MADE EITHER
IN PERSON OR UNDER ASSIGNMENT, A NEW CERTIFICATE SHALL BE ISSUED THEREFORE.
WHENEVER ANY TRANSFER SHALL BE EXPRESSED AS MADE FOR COLLATERAL SECURITY AND NOT
ABSOLUTELY, THE SAME SHALL BE SO EXPRESSED IN THE ENTRY OF SAID TRANSFER ON THE
BOOKS OF THE CORPORATION.
SECTION 4. THE BOARD OF DIRECTORS SHALL HAVE POWER AND AUTHORITY TO MAKE ALL
SUCH RULES AND REGULATIONS NOT INCONSISTENT HEREWITH AS IT MAY DEEM EXPEDIENT
CONCERNING THE ISSUE, TRANSFER AND REGISTRATION OF CERTIFICATES FOR SHARES OF
THE CAPITAL STOCK OF THE CORPORATION.
THE BOARD OF DIRECTORS MAY APPOINT A TRANSFER AGENT AND A REGISTRAR OF TRANSFERS
AND MAY REQUIRE ALL STOCK CERTIFICATES TO BEAR THE SIGNATURE OF EACH TRANSFER
AGENT AND SUCH REGISTRAR OF TRANSFER.
SECTION 5. THE STOCK TRANSFER BOOKS SHALL BE CLOSED FOR ALL MEETINGS OF THE
STOCKHOLDERS FOR A PERIOD OF TEN (10) DAYS PRIOR TO SUCH MEETINGS AND SHALL BE
CLOSED FOR THE PAYMENT OF DIVIDENDS DURING SUCH PERIODS AS FROM TIME TO TIME MAY
BE FIXED BY THE BOARD OF DIRECTORS, AND DURING SUCH PERIODS NO STOCK SHALL BE
TRANSFERABLE.
SECTION 6. ANY PERSON OR PERSONS APPLYING FOR A CERTIFICATE OF STOCK IN LIEU
OF ONE ALLEGED TO HAVE BEEN LOST OR DESTROYED, SHALL MAKE AFFIDAVIT OR
AFFIRMATION OF THE FACT, AND SHALL DEPOSIT WITH THE CORPORATION AN AFFIDAVIT.
WHEREUPON, AT THE END OF SIX (6) MONTHS AFTER THE DEPOSITS OF SAID AFFIDAVIT
AND UPON SUCH PERSON OR PERSONS GIVING BOND OF INDEMNITY TO THE CORPORATION WITH
SURETY TO BE APPROVED BY THE BOARD OF DIRECTORS IN DOUBLE THE CURRENT VALUE OF
THE STOCK AGAINST ANY DAMAGE, LOSS OR INCONVENIENCE TO THE CORPORATION, WHICH
MAY OR CAN ARISE IN CONSEQUENCE OF A NEW OR DUPLICATE CERTIFICATE BEING ISSUED
IN LIEU OF THE ONE LOST OR MISSING, THE BOARD OF DIRECTORS MAY CAUSE TO BE
ISSUED TO SUCH PERSONS OR PERSON A NEW CERTIFICATE, OR A DUPLICATE OF THE
CERTIFICATE SO LOST OR DESTROYED. THE BOARD OF DIRECTORS MAY, IN ITS DISCRETION,
REFUSE TO ISSUE SUCH NEW OR DUPLICATE CERTIFICATES SAVE UPON THE ORDER OF SOME
COURT HAVING JURISDICTION IN SUCH MATTER, ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING.
ARTICLE V
OFFICES AND BOOKS
SECTION L. THE PRINCIPAL OFFICE OF THE CORPORATION IN FLORIDA SHALL BE AT
MIAMI FLORIDA, AND THE CORPORATION MAY HAVE A PRINCIPAL OFFICE IN ANY OTHER
STATE OR TERRITORY AS THE BOARD OF DIRECTORS MAY DESIGNATE.
A COPY OF THE BYLAWS, DUPLICATE STOCK LEDGER, AND ARTICLES OF INCORPORATION OF
THE CORPORATION SHALL BE KEPT AT ITS PRINCIPAL OFFICE IN THE STATE OF NEVADA,
AND SHALL BE SUBJECT TO THE INSPECTION OF ANY OF THE STOCKHOLDERS.
ARTICLE VI
MISCELLANEOUS
SECTION 1. THE BOARD OF DIRECTORS SHALL HAVE POWER TO RESERVE OVER AND ABOVE
THE CAPITAL STOCK PAID IN, SUCH AN AMOUNT, IN ITS DISCRETION, AS IT MAY DEEM
ADVISABLE TO FIX AS A RESERVE FUND, AND MAY, FROM TIME TO TIME, DECLARE
DIVIDENDS FROM THE ACCUMULATED PROFITS OF THE CORPORATION IN EXCESS OF THE
AMOUNTS SO RESERVED, AND PAY THE SAME TO THE STOCKHOLDERS OF THE CORPORATION,
AND MAY ALSO, IF IT DEEMS THE SAME ADVISABLE, DECLARE STOCK DIVIDENDS OF THE
UNISSUED CAPITAL STOCK.
SECTION 2. NO AGREEMENT, CONTRACT OR OBLIGATION (OTHER THAN CHECKS IN
PAYMENT OF INDEBTEDNESS INCURRED BY THE AUTHORITY OF THE BOARD OF DIRECTORS)
INVOLVING THE PAYMENT OF MONEY OR THE CREDIT OF THE CORPORATION FOR MORE THAN
DOLLARS, SHALL BE MADE WITHOUT THE AUTHORITY OF THE BOARD OF DIRECTORS, OR OF
THE EXECUTIVE COMMITTEE ACTING AS SUCH.
SECTION 3. UNLESS OTHERWISE ORDERED BY THE BOARD OF DIRECTORS, ALL
AGREEMENTS AND CONTRACTS SHALL BE SIGNED BY THE C.E.O. OR PRESIDENT AND THE
SECRETARY IN THE NAME AND ON BEHALF OF THE CORPORATION, AND SHALL HAVE THE
CORPORATE SEAL THERETO ATTACHED.
SECTION 4. ALL MONIES OF THE CORPORATION SHALL BE DEPOSITED WHEN AND AS
RECEIVED BY THE TREASURER IN SUCH BANK OR BANKS OR OTHER DEPOSITORY AS MAY FROM
TIME TO TIME BE DESIGNATED BY THE BOARD OF DIRECTORS, AND SUCH DEPOSITS SHALL BE
MADE IN THE NAME OF THE CORPORATION.
SECTION 5. NO NOTE, DRAFT, ACCEPTANCE, ENDORSEMENT OR OTHER EVIDENCE OF
INDEBTEDNESS SHALL BE VALID OR AGAINST THE CORPORATION UNLESS THE SAME SHALL BE
SIGNED BY THE C.E.O. OR PRESIDENT, AND ATTESTED BY THE SECRETARY OR AN ASSISTANT
SECRETARY, OR SIGNED BY THE TREASURER OR AN ASSISTANT TREASURER, AND
COUNTERSIGNED BY THE C.E.O. OR PRESIDENT; TREASURER OR AN ASSISTANT TREASURER
MAY, WITHOUT COUNTERSIGNATURE, SIGN PAYROLL CHECKS AND MAKE ENDORSEMENTS FOR
DEPOSIT TO THE CREDIT OF THE CORPORATION IN ALL ITS DULY AUTHORIZED
DEPOSITORIES.
SECTION 6. NO LOAN OR ADVANCE OF MONEY SHALL BE MADE BY THE CORPORATION TO
ANY STOCKHOLDER OR OFFICER THEREIN, UNLESS THE BOARD OF DIRECTORS SHALL
OTHERWISE AUTHORIZE.
SECTION 7. NO DIRECTOR NOR EXECUTIVE OFFICER SHALL BE ENTITLED TO ANY SALARY
OR COMPENSATION FOR ANY SERVICES PERFORMED FOR THE CORPORATION, UNLESS SUCH
SALARY OR COMPENSATION SHALL BE FIXED BY RESOLUTION OF THE BOARD OF DIRECTORS,
ADOPTED BY THE UNANIMOUS VOTE OF ALL OF THE DIRECTORS VOTING IN FAVOR THEREOF.
SECTION 8. THE CORPORATION MAY TAKE, ACQUIRE, HOLD, MORTGAGE, SELL, OR
OTHERWISE DEAL IN STOCKS OR BONDS OR SECURITIES OF ANY OTHER CORPORATION, IF AND
AS OFTEN AS THE BOARD OF DIRECTORS SHALL ELECT.
SECTION 9. THE DIRECTORS SHALL HAVE POWER TO AUTHORIZE AND CAUSE TO BE
EXECUTED, MORTGAGES AND LIENS WITHOUT LIMIT AS TO AMOUNT UPON THE PROPERTY AND
FRANCHISE OF THIS CORPORATION, AND PURSUANT TO THE AFFIRMATIVE VOTE, EITHER IN
PERSON OR BY PROXY, OF THE HOLDERS OF A MAJORITY OF THE CAPITAL STOCK ISSUED AND
OUTSTANDING; THE DIRECTORS SHALL HAVE AUTHORITY TO DISPOSE IN ANY MANNER OF THE
WHOLE PROPERTY OF THIS CORPORATION.
SECTION 10. THE CORPORATION SHALL HAVE A CORPORATE SEAL, THE DESIGN THEREOF
BEING AS FOLLOWS:
ARTICLE VII
AMENDMENT OF BYLAWS
AMENDMENTS AND CHANGES OF THESE BYLAWS MAY BE MADE AT ANY REGULAR OR SPECIAL
MEETING OF THE BOARD OF DIRECTORS BY A VOTE OF NOT LESS THAN ALL OF THE ENTIRE
BOARD, OR MAY BE MADE BY A VOTE OF, OR A CONSENT IN WRITING SIGNED BY, THE
HOLDERS OF THE ISSUED AND OUTSTANDING CAPITAL STOCK.
NEVADA BYLAWS
CERTIFICATE OF ADOPTION OF BYLAWS ADOPTION BY INCORPORATOR(S) OR FIRST
DIRECTOR(S).
THE UNDERSIGNED PERSON(S) APPOINTED IN THE ARTICLES INCORPORATION TO ACT AS THE
INCORPORATOR(S) OR INITIAL DIRECTOR(S) THE ABOVE-NAMED CORPORATION HEREBY ADOPT
THE SAME AS THE BYLAWS SAID CORPORATION.
EXECUTED THIS DAY,
[GRAPHIC OMITED]
OF
[GRAPHIC OMITED]
..
INCORPORATOR OR INITIAL DIRECTOR
THIS IS TO CERTIFY:
THAT I AM THE DULY ELECTED, QUALIFIED AND ACTING SECRETARY OF THE ABOVE-NAMED
CORPORATION; THAT THE FOREGOING BYLAWS WERE ADOPTED AS THE BYLAWS OF SAID
CORPORATION ON THE DATE SET FORTH ABOVE BY THE
PERSON(S) APPOINTED IN THE ARTICLES OF INCORPORATION TO ACT AS THE
INCORPORATOR(S) OR INITIAL DIRECTOR(S) OF SAID CORPORATION.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE CORPORATE SEAL
THIS DAY,
[GRAPHIC OMITED]
SECRETARY
(SEAL)
CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE. THIS IS TO CERTIFY:
THAT I AM THE DULY ELECTED, QUALIFIED AND ACTING SECRETARY OF THE ABOVE-NAMED
CORPORATION AND THAT THE ABOVE AND FOREGOING CODE OF BYLAWS WAS SUBMITTED TO THE
SHAREHOLDERS AT THEIR FIRST MEETING HELD
ON THE DATE SET FORTH IN THE BYLAWS AND RECORDED IN THE MINUTES THEREOF, WAS
RATIFIED BY THE VOTE OF SHAREHOLDERS ENTITLED TO EXERCISE THE MAJORITY OF THE
VOTING POWER OF SAID CORPORATION.
[GRAPHIC OMITED]
IN WITNESS WHEREOF, I have hereunto set
/s/ David Scott
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David Scott