BYLAWS OF CREDIT ONE FINANCIAL, INC.
ARTICLE I MEETINGS OF SHAREHOLDERS
Section 1 Annual Meeting The annual shareholder
meeting of this corporation shall be held on the fourth Saturday
of October of each year or at such other time and place
designated by the Board of Directors of the corporation provided
that if said day falls on a legal holiday, then the meeting will
be held on the first business day thereafter. Business
transacted at said meeting will include the election of directors
of the corporation.
Section 2 Special Meetings Special meetings of
the shareholders will be held when directed by the President,
Board of Directors, or the holders of not less than 10 percent of
all of the shares entitled to vote at the meeting. A meeting
requested by shareholders of the corporation will be called for a
date not less than 10 nor more than 60 days after the request is
made, unless the shareholders requesting the meeting designate a
later date. The call for the meeting will be issued by the
Secretary, unless the President, Board of Directors, or
shareholders requesting the meeting will designate another person
to do so.
Section 3 Place Meetings of shareholders will
be held at the principal place of business of the corporation or
at such other place as is designated by the Board of Directors.
Section 4 Notice Written notice stating the
place, day and hour of the meeting and, in the case of a special
meeting, the purpose(s) for which said special meeting is called,
will be delivered not less than 10 nor more than 60 days before
the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary or the officer or
persons calling the meeting to each shareholder of record
entitled to vote at such meeting. If mailed, such notice will be
deemed to be delivered when deposited in the United States mail
and addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5 Notice of Adjourned Meeting When a
meeting is adjourned to another time or place, it will not be
necessary to give any notice of the adjourned meeting provided
that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At
such an adjourned meeting any business may be transacted that
might have been transacted on the original date of the meeting.
If, however, after the adjournment, the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the
adjourned meeting will be given on the new record date as
provided in this Article to each shareholder of record entitled
to vote at such meeting.
Section 6 Shareholder Quorum and Voting Fifty
one (51) percent of the shares entitled to vote, represented in
person or by proxy, will constitute a quorum at a meeting of
shareholders. If a quorum , as herein defined, is present, the
affirmative vote of 51% of the shares represented at the meeting
and entitled to vote on the subject matter thereof will be the
act of the shareholders unless otherwise provided by law.
Section 7 Voting of Shares Each outstanding
share will be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.
Section 8 Proxies A shareholder may vote
either in person or by proxy provided that any and all proxies
are executed in writing by the shareholder or his duly authorized
attorney-in-fact. No proxy will be valid after the duration of
eleven (11) months from the date thereof unless otherwise
provided in the proxy.
Section 9 Action by Shareholders Without a
Meeting Any action required or permitted by law, these bylaws,
or the Articles of Incorporation of this corporation to be taken
at any annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote,
provided that a written consent is filed setting forth the action
so taken, and signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, as provided by
law.
ARTICLE II DIRECTORS
Section 1 Function All corporate powers,
business, and affairs will be exercised, managed and directed
under the authority of the Board of Directors.
Section 2 Qualification of Directors The
directors may or may not be shareholders of this corporation.
Section 3 Compensation of Directors
Stockholders will have the authority to fix the compensation for
directors of this corporation.
Section 4 Presumption of Assent A director of
the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken will
be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto
because of an asserted conflict of interest.
Section 5 Number This corporation will have no
less than one nor more than eleven directors.
Section 6 Election and Term Each person named
in the Articles of Incorporation as a member of the initial Board
of Directors will hold office until his successor will have been
qualified and elected at the first annual meeting of
shareholders, or until said director's earlier resignation,
removal from office or death.
At the first annual meeting of shareholders and at
each annual meeting thereafter, the shareholders will elect
directors to hold office until the next annual meeting. Each
director will hold office for a term for which he is elected
until his successor will have been qualified and elected, his
prior resignation, his removal from office or his death.
Section 7 Vacancies Any vacancy occurring in
the Board of Directors will be filled by the affirmative vote of
a majority of the remaining directors though less than a quorum
of the Board of Directors. A director elected to fill a vacancy
will hold office only until the next election of directors by the
shareholders.
Section 8 Removal of Directors At a meeting of
shareholders called expressly for that purpose, any director or
the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of sixty (60) percent of the
shares then entitled to vote at an election of directors.
Section 9 Quorum and Voting Fifty one (51)
percent of the number of directors fixed by these bylaws shall
constitute a quorum for the transaction of business. The act of
fifty one (51) percent of the directors present at a meeting at
which a quorum is present will be the act of the Board of
Directors.
Section 10 Executive and Other Committees A
resolution adopted by sixty six and two thirds (66 2/3) percent
of the Board of Directors, may designate from among its members
an executive committee and/or other committee(s) which will have
and may exercise all the authority of the Board of Directors to
the extent provided in such resolution, except as is provided by
law.
Section 11 Place of Meeting Special or regular
meetings of the Board of Directors will be held at the
Administrative Offices of the Company, or at such other location
as may be mutually acceptable to the members attending the
meeting.
Section 12 Notice, Time and Call of Meetings
Regular meetings of the Board of Directors will be held without
notice immediately upon adjournment of the annual meeting.
Written notice of the time and place of special meetings of the
Board of Directors will be given to each director by either
personal delivery, telegram or cablegram at least fifteen (15)
days before the meeting or by notice mailed to the director at
least fifteen (15) days prior to the meeting.
Notice of a meeting of the Board of Directors need
not be given to any director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a
meeting will constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the
time of the meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of the
meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.
Neither the business to be transacted nor the
purpose of regular or special meetings of the Board of Directors
need be specified in the notice or waiver of notice of such
meeting.
A majority of the directors present, whether or
not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place. Notice of any such
adjourned meeting will be given to the directors who were not
present at the time of the adjournment.
Meetings of the Board of Directors may be called
by the chairman of the board, the president of the corporation or
any two directors.
Members of the Board of Directors may participate
in a meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.
Section 13 Action Without a Meeting Any action
required to be taken at a meeting of the Board of Directors, or
any action which may be taken at a meeting of the Board of
Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken,
signed by all of the directors, or all of the members of the
committee, as the case may be, is filed in the minutes of the
proceedings of the board or of the committee. Such consent will
have the same effect as a unanimous vote.
ARTICLE III OFFICERS
Section 1 Officers. The officers of this
corporation will consist of a president, a vice president, a
secretary and a treasurer, each of whom will be elected by a
majority vote of the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be
elected or appointed by a majority vote of the Board of Directors
from time to time. Any two or more officers may be held by the
same person.
Section 2 Duties The officers of this
corporation will have the following duties:
The President will be the chief executive officer
of the corporation, who generally and actively manages the
business and affairs of the corporation subject to the directions
of the Board of Directors. He will preside at all meetings of
the shareholders and Board of Directors.
The Vice President will in the event of the
absence or inability of the President to exercise his office
become acting president of the organization with all of the
rights, privileges and powers as if he had been duly elected
president.
The Secretary will have custody of, and maintain
all of the corporate records except the financial records.
Furthermore, he will record the minutes of all meetings of the
shareholders and Board of Directors, send all notices of meetings
and perform such other duties as may be prescribed by the Board
of Directors or the President.
The Treasurer shall retain custody of all
corporate funds and financial records, maintain full and accurate
accounts of receipts and disbursements and render accounts
thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and perform
such other duties as may be prescribed by the Board of Directors
or the President.
Section 3 Removal of Officers An officer or
agent elected or appointed by a majority vote of the Board of
Directors may be removed by a majority vote of the Board of
Directors whenever in its judgment the best interests of the
corporation will be served thereby.
Any vacancy in any office may be filled by the
Board of Directors.
ARTICLE IV STOCK CERTIFICATES
Section 1 Issuance Every holder of share(s) in
this corporation will be entitled to have a certificate
representing all share(s) to which he is holder. No certificate
representing share(s) will be issued until such share(s) is/are
fully paid.
Section 2 Form Certificates representing
share(s) in this corporation will be signed by the President or
Vice President and the Secretary or an Assistant Secretary and
will be sealed with the seal of this corporation.
Section 3 Transfer of Stock The corporation
will register a stock certificate presented for transfer if the
certificate is properly endorsed by the holder of record or by
his duly authorized agent.
Section 4 Lost, Stolen, or Destroyed
Certificates If the shareholder will claim to have lost or
destroyed a stock certificate representing shares issued and
recorded by the corporation, a new certificate will be issued
upon said shareholder presenting an affidavit claiming the
certificate to be lost, stolen or destroyed. At the discretion
of the Board of Directors, said shareholder will deposit a bond
or other indemnity in such amount and with such sureties, if any,
as the board may require.
ARTICLE V BOOKS AND RECORDS
Section 1 Books and Records This corporation
will keep accurate and complete books, records of account, and
minutes of the proceedings of all meetings of shareholders, Board
of Directors, committees of directors and official
correspondence.
This corporation will keep, at its registered
office and at the office of its attorneys a record of all
shareholders indicating the name, address, shareholder
identification numbers and number of shares held by each
registered shareholder.
Any books, records and minutes may be in written
form or in any other form capable of being converted into written
form.
Section 2 Shareholders Inspection Rights Any
person who has been or presently is a holder of record of shares
or of voting trust certificates, at least six months immediately
preceding his demand to examine Company records may, upon written
demand stating the purpose thereof, have the right to examine and
to make extracts in person or by agent or attorney, at any
reasonable time(s), for any proper purpose, the corporation's
relevant books, records of accounts, minutes and records of
shareholders.
Section 3 Financial Information Not later than
four months after the close of each fiscal year, this corporation
will prepare a balance sheet showing the financial condition of
the corporation at the close of the fiscal year, and a profit and
loss statement showing the results of the operations of the
corporation during the fiscal year.
Upon written request of any shareholder or holder
of voting trust certificates for shares, the corporation will
mail to that shareholder or holder of voting trust certificates a
copy of the most recent balance sheet and profit and loss
statement.
The balance sheet and profit and loss statement
will be filed in the registered office of the corporation in this
state, will be kept for at least five years, and will be subject
to inspection during business hours by any shareholder or holder
of voting trust certificates, in person or by agent.
ARTICLE VI DIVIDENDS
The Board of Directors of this corporation may,
from time to time, declare dividends on its shares in cash,
property or its own shares, except when the corporation is
insolvent or when the payment thereof would render the
corporation insolvent, subject to the provisions of the Florida
Statutes.
ARTICLE VII CORPORATE SEAL
The Board of Directors will provide a corporate
seal which will be in circular form embossing in nature and
stating "Corporate Seal", "Florida", year of incorporation and
the name of said corporation.
ARTICLE VIII AMENDMENT
These bylaws may be altered, amended or repealed;
and altered, amended or new bylaws may be adopted by a sixty six
and two thirds (66 2/3) percent of the stockholders at a meeting
at which at least fifty one (51) percent of the stockholders are
present.
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