BYLAWS
OF
DURANGO ENtERTAINMENT
ARTICLE I - OFFICES
The office of the Corporation shall be located In the city, county and
state designated in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the United States as the
Board of Directors may, from time to tine, determine.
ARTICLE II - MEETING OF SHAREHOLDE'S
SECTION 1- Annual Meetings:
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The annual meeting of the shareholders of the Corporation shall be held
within two (2) mouths after the close of the fiscal year of the Corporation, for
the purpose of electing directors and transacting such other business as may
properly come before the meeting. If the annual meeting has not been called and
timely held, any shareholder may call it.
SECTION 2- Special Meetings:
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Special meetings of the shareholders may he called at any time by a majority of
the Board of Directors or by the President, and shall be called by the President
or the Secretary at the written request of the holders of twenty-five percent
(25 %) of the shares then outstanding and entitled to vote thereat, or as
otherwise required by law.
SECTION 3 - Place of Meetings:
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All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
SECTION 4 - Notice of Meetings:
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A. Except as otherwise provided by statute, written notice of each meeting
of shareholders, whether annual or special, stating the time when and place
where it is to be held, shall be served either personally or by mail, not less
than ten (10) nor more than fifty (50) days before the meeting, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by Law. Notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called, and shall indicate that it is being issued by, or at the direction
of, the person or persons calling the meeting. If, at any meeting, action is
proposed to be taken, that would, if taken, entitle shareholders to receive
payment for their shares pursuant to statute, the notice of such meeting shall
include a statement of that purpose and to that effect. If mailed, such notice
shall be directed to each such shareholder at his address as it appears on the
records of the shareholders of the Corporation, unless he shall have previously
filed with the secretary of the Corporation a written request that notices
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intended for him be mailed to some other address, in which case it shall be
mailed to the address designated in such request.
B. Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by prosy, unless he
attends for the express purpose of objecting to the transaction of business on
the ground that the meeting was not lawfully called or convened, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.
SECTION 5 - Quorum Adjournment:
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A. Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum., after a quorum has been established at such meeting.
B. Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. Notice of the
adjourned meeting or of the business to be transacted there, other than by
announcement at the meeting at which the adjournment is taken, shall not be
necessary. At any such adjourned meeting at which a quorum is present or
represented, any business may be transacted which could have been transacted at
the meeting as originally called if a quorum had been present.
SECTION 6 - Voting:
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A. Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
B. Except as otherwise proved by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of voting
stock of the Corporation entitled to vote thereat, shall be entitled to one (1)
vote for each share of stock registered in his name on the books of the
Corporation.
C. Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven (11) months from
the date of its execution, unless the person executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
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D. Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the minute book of the Corporation
under its proper date.
ARTICLE III- BOARD OF DIRECTORS
SECTION 1 - Number, Election and Term of Office:
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A. The number of directors shall not be less than one, and the number may
be increased or decreased at any time by amendment to the Articles of
Incorporation.
B. Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.
C. Each director shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor is elected
and qualified, or until his prior death, resignation or removal.
SECTION 2 - Dirties and Powers:
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The Board of Directors shall he responsible for the control and management
of the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.
SECTION 3 - Annual and Regular Meetings; Notice:
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A. A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place of
such annual meeting of shareholders.
B. The Board of Directors, from time to time, may provide by resolution for
the holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.
C. Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
Paragraph B, Section 4 of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in Paragraph C, of
such Section 4.
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SECTION 4 Special Meetings; Notice:
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A. Special meetings of the Board of Directors shall be held whenever called
by the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
B. Except as otherwise requited by statute, notice of special meetings
shall be mailed directly to each director, addressed to him at his residence or
usual place of business, at least five (5) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegram, radio
or cable, or shall be delivered to him personally or given to him orally, not
later than the day before the day an which the meeting is to be held. A notice,
or waiver of notice, except as required by Section 8 of this Article III, need
not specify the purpose of the meeting.
C. Notice of any special meeting shall not be required or be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
SECTION 5 - Chairman:
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At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no chairman, or he shall be
absent, then the President shall preside as chairman, and in his absence, a
chairman chosen by the directors shall preside.
SECTION 6 - Quorum and Adjournments:
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A. At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall he necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws.
B. A majority of the directors present at the time and place of any regular
or special meeting, although less than a quorum, may adjourn the same from time
to time without notice, until a quorum shall be present.
SECTION 7 - Manner of Acting:
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A. At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares and stock, if any, which he
may hold.
B. Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action 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, but in the case of an equality of votes, the Chairman of the
Board shall have a second or deciding vote. Any action authorized in writing, by
all of the directors entitled to vote thereon and flied with the minutes of the
Corporation, shall be the act of the Board of Directors with the same force and
effect as if the same had been passed by unanimous vote at a duly called meeting
of the Board. Members of the Board of Directors or of any committee designated
by such Board may participate in a meeting of such Board or committee by means
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of a conference telephone network or similar communications method by which all
persons participating in the meeting can hear each other.
SECTION 8 - Vacancies:
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Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a director
by the shareholders which shall be filled by the shareho1ders at the meeting at
which the removal was effected) or inability to act of any director, or
otherwise, shall be filled for the unexpired portion of the term by a majority
vote of the remaining directors, though less than a quorum, at any regular
meeting or special meeting of the Board of Directors called for that purpose.
SECTION 9 - Resignation:
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Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10 - Removal:
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Any director may be removed with or without cause at any time by the
affirmative vote of shareholders holding of record in the aggregate at least
two-thirds (2/3) of the outstanding shares of the Corporation at a special
meeting of the shareholders called for that purpose, and may be removed for
cause by action of the Board, for example, on account of a conviction of a
felony or declaration by a court order that the director is of unsound mind.
SECTION 11 - Salary:
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No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 12- Contracts:
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A. No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of, such other corporation, provided that such facts are
disclosed or made known to the Board of Directors.
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B. Any director, personally and individually, may be a party or may be
Interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum. notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
SECTION 13 - Committees:
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The Board of Directors, by resolution adopted by a majority of the entire
Board, may from tine to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they may
deem desirable, each consisting of two (2) or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such reo1ution.
Each such committee shall serve at the pleasure of the Board.
ARTICLE 1V - OFFICERS
SECTION 1 Number, Qualifications, Election and Term of Office:
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A. The officers of the Corporation shall consist of a president, a
secretary, a treasurer and such other officers, including a chairman of the
Board of Directors, and one or more vice-presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, a director of the
Corporation. Any two (2) or more offices, except president and vice-president,
may be held by the same person.
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 election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
SECTION 2 - Resignation:
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Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
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SECTION 3 - Removal:
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Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time,
SECTION 4 - Vacancies:
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A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
SBCTION 5 - Duties of Officers:
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A. President - Powers and Duties: The President shall be the chief
executive officer of the Corporation and shall have general supervision of the
business of the Corporation except as otherwise provided herein, he shall
preside at all meetings of stockholders and directors and discharge the duties
of a presiding officer, shall present at each annual meeting of the shareholders
a report of the business of the Corporation for the preceding fiscal year and
shall perform whatever duties the Board of Directors may from time to time
prescribe.
B. Vice-President - Powers and Duties: The Vice-President shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. He also shall perform whatever duties and have whatever
powers the Board of Directors may from time to time assign him.
C. Secretary - Powers and Duties; The Secretary shall attend all meetings
of the directors and of the shareholders and shall keep, or cause to be kept, a
true and complete record of the proceedings of those meetings. He shall keep the
corporate seal of the Corporation and, when directed by the Board of Directors,
shall affix it to any instrument requiting it. He shall give, or cause to be
given, notice of all meetings of the directors or of the shareholders and shall
perform whatever additional duties the Board of Directors and the President may
from time to time prescribe.
D. Treasurer - Powers and Duties: The Treasurer shall have custody of
corporate funds and securities. He shall keep full and accurate accounts of
receipts and disbursements and shall deposit all corporate moneys and other
valuable effects in the name and to the credit of the Corporation in a
depository or depositories designated by the Board of Directors. He shall
disburse the funds of the Corporation and shall render to the President or the
Board of Directors, whenever they may require it, an account of his transactions
as Treasurer and of the financial condition of the Corporation.
E. Delegation of Duties: Whenever an officer is absent or whenever, for any
reason, the Board of Directors may deem it desirable, the Board may delegate the
powers and duties of an officer to any other officer or officers or to any
director or directors.
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SECTION 6 - Sureties and Bonds:
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In case the Board of Directors shall so require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bend in such sum,
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all property,
funds or securities of the Corporation which may come into his hands.
SECTION 7 - Shares of Oilier Corporations:
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Whenever the Corporation is the holder of shares of any other corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any vice-president, or such other person as
the Board of Directors may authorize.
SECTION 8 - Salaries:
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The Board of Directors shall fix the salaries of the officers of the
Corporation. The salaries of other agents and employees of the Corporation may
be fixed by the Board of Directors or by an officer to whom that function has
been designated by the Board.
ARTICLE V - SHARES OF STOCK
SECTION 1 - Certificate of Stock:
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A. The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued. They shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a vice-president, and (ii) the Secretary or Treasurer, or any assistant
secretary or assistant treasurer, and shall bear the corporate seal.
B. No certificate representing shares shal1 be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.
C. To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.
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SECTION 2 - Lost or Destroyed Certificate:
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The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed, on production of such evidence of loss or destruction as the Board of
Directors in its discretion requires the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation. A bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate may also be required. A new certificate may be issued without
requiting any such evidence or bond when, in the judgment of the Board of
Directors, it is proper to do so.
SBCTTON 3 - Transfers of Shares:
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A. Transfers of shares of the Corporation shall be made on the share
records of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares, with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of transfer taxes as the Corporation or its agents may require.
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.
SECTION 4 - Record Date:
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In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty (50) days, nor less
than ten (10) days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders, or to
consent to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
business shall be the day on which the resolution of the directors relating
thereto is adopted. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided
for herein, such determination shall apply to any adjournment thereof, unless
the directors fix a new record date for the adjourned meeting.
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ARTICLE VT - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or tinms
as the Board of Directors may determine.
ARTICLE VII FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII CORPORATE SEAL
The corporate seal, if any shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX AMENDMENTS
SECTION 1 - By Shareholders:
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All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
shareholders, provided that the notice or waiver of notice of such meeting shall
have summarized or set forth in full therein, the proposed amendment.
SECTION 2 - By Directors:
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The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above provided may alter, amend or repeal Bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change any
provisions of the Bylaws with respect to the removal of directors or the filling
of vacancies in the Board resulting from the removal by the shareholders. If any
Bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the Bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.
ARTICLE X INDEMNITY
A. Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his executor or intestate representative is or was a director,
officer or employee of the Corporation, or of any corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonab1e expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or lit connection with the defense of such action, suit or
proceedings, or in Connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit proceeding, or in
connection with any appeal therein that such officer, director or employee is
liable for negligence or misconduct in the performance of his duties.
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B. The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.
C. The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested majority of the Board available) the amount shall be
fixed by arbitration pursuant to the then existing rules of the American
Arbitration Association.
APPROVED AND ADOPTED this 10th day of February, 2005
/s/ HUGO CANCEO
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HUGO CANCEO, Secretary
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