BY-LAWS
OF
ALLIANCE RECOVERY CORPORATION
ARTICLE I
OFFICES AND AGENT
The registered office of the corporation shall be located at #390-1285
N. Telegraph Road, Monroe, Michigan 48162. The corporation may also establish
and have offices at such other place or places as may from time to time be
designated by the Board of Directors. The registered agent of this corporation
at such office is Peter Vaisler.
ARTICLE II
SEAL
The corporation shall have a seal with the name of the corporation, the
year of its organization, the words "Incorporated" and "Delaware" thereon.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as may
properly come before it, shall be held in the Township of Monroe and State of
Michigan, or at such other place the Board of Directors may designate, on the
1st day of May. If such date shall be a Saturday, Sunday or legal holiday, said
meeting shall be held on the next business day.
Section 2. Quorum. The presence, in person or by proxy, of
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shareholders holding at least fifty-one (51%) percent of the shares entitled to
vote shall be necessary to constitute a quorum.
Section 3. Special Meetings. Special meetings, other than
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those regulated by statute, may be called at any time by a majority of the Board
of Directors, by the President or as permitted by law. It shall be the duty of
the President or the Board of Directors to call such meetings whenever so
requested, in writing, by the shareholders of record who own at least fifty-one
(51%) percent of the shares of stock of the corporation entitled to vote at such
meetings. Notice of such meetings shall specify the object or objects thereof,
and no other business than that specified in such notice shall be considered at
any such meeting except upon unanimous consent of all shareholders entitled to
notice thereof.
Section 4. Notice of Meetings. A written or printed notice of each
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annual or special meeting of the shareholders of the corporation, signed by the
President, Vice-President or Secretary, which shall state the time, place and
objects of such meeting including, when necessary, the number of directors to be
elected, shall be delivered personally or by mail, not less than ten (10) days
nor more than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to notice. If mailed, the notice shall be mailed
to the shareholder at his address as it appears on the records of the
corporation, unless he shall have filed with the Secretary of the corporation a
written request that
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notices intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request. Any shareholder may, in
writing, waive notice of any meeting, and such waiver may be signed before or
after the meeting.
Section 5. Proxies. Any shareholder entitled to vote may be
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represented at any regular or special meeting of the shareholders by a duly
appointed proxy. All proxies shall be written and properly signed, but shall
require no other attestation and shall be filed with the Secretary of the
meeting before being voted.
Section 6. Action Without Meeting. The shareholders may take
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action without a meeting by written consent, in the manner prescribed by the
Delaware Statutes. Such written consent or consents shall be filed in the minute
book.
ARTICLE IV
DIRECTORS
Section 1. Number, Term of Office and Removal. The Board of
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Directors of the corporation shall consist of at least one (1) member and no
more than seven (7) members. Directors need not be shareholders or residents of
the State of Delaware. The directors shall be elected at the annual meeting of
the shareholders of the corporation, and each director shall be elected to serve
until the next annual meeting of shareholders, or until his successor shall have
been elected and qualified or until their earlier resignation or removal. Any
director may be removed, either with or without cause, and his successor is
elected at any time by a vote of the majority of the shareholders at a special
meeting called for this purpose. Any other vacancy occurring in the Board of
Directors may be filled for the unexpired term by vote of the remaining
directors although less than a quorum.
Section 2. Duties and Powers. The Board of Directors shall have the
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control and management of the affairs of the corporation and shall exercise all
such powers of the corporation, and do all such lawful acts and things necessary
or expedient in the control and management thereof, as are not required to be
exercised or done by the shareholders. The directors may adopt such rules and
regulations for the conduct of their meetings and the management of the
corporation as they may deem proper, not inconsistent with law.
Section 3. Meetings. Meetings of the Board of Directors shall be
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held at the office of the corporation, or at any other place which the President
or a majority of the Board of Directors may from time to time designate. There
shall be an annual meeting of the Board of Directors held upon the day of their
election, or as soon thereafter as convenient. Other regular meetings of the
Board of Directors shall be held at such times and places as the Board of
Directors shall from time to time by resolution prescribe. Meetings of the Board
of Directors shall be held whenever called by the President. The Secretary shall
call a meeting of the Board of Directors whenever requested in writing by one of
the directors. Five (5) days of notice shall be given to each director by the
Secretary of each meeting of the Board of Directors. Such notice may
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be given by mail, telegram, telephone or in person. The Board of Directors may
meet to transact business at any time and place without notice, provided all
members shall be present, or if any member or members not present shall waive
notice of such meeting in writing. Fifty-one (51%) percent of the directors
shall constitute a quorum for the transaction of business, but the director or
directors present, if less than a quorum, may adjourn any meeting from time to
time until such quorum shall be present. All matters coming before the Board of
Directors shall be determined and decided by the majority vote of the quorum.
Section 4. Action Without Meeting. The Board of Directors may
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act without a meeting if, prior to such action, each member of the Board of
Directors shall consent in writing thereto. Such consent or consents shall be
filed in the minute book.
ARTICLE V
WAIVERS OF NOTICE
Any notice required by these By-Laws, the Certificate of incorporation
or the law of the State of incorporation may be waived in writing by any person
entitled to notice. The waiver or waivers may be executed either before, at or
after the event with respect to which notice is waived. Each director or
shareholder attending a meeting without protesting the lack of proper notice,
prior to the conclusion of the meeting, shall be deemed conclusively to have
waived such notice.
ARTICLE VI
OFFICERS
Section 1. Election. The Board of Directors immediately after the
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annual meeting of the shareholders shall meet and elect a President, Secretary
and Treasurer. They may elect such other officers as the needs of the
corporation may from time to time require. All officers shall serve for one (1)
year, or until the election and qualification of their successors or until their
earlier resignation or removal, subject to the power of the directors to remove
any officer without cause by a majority vote of the Board of Directors. Any two
or more offices may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by the By-Laws to be executed, acknowledged, or
verified by two or more officers. The compensation of the officers shall be
fixed by the Board of Directors. Appointment or election to a corporate office
shall not, of itself, establish or create contract rights.
Section 2. President. The President shall preside at all meetings of
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the Board of Directors, and shall act as temporary chairman at and call to order
all meetings of the shareholders. The President shall be the chief executive
officer of the corporation and shall perform all duties commonly incident to his
office and shall have general supervision of the affairs of the corporation,
subject to the authority of the Board of Directors. The President shall report
to the Board of Directors from time to time all matters coming to his notice,
relating to the interests of the corporation, that should be brought to the
attention of the Board of Directors.
Section 3. Vice President. The Vice President shall perform such
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duties and have such authority as from time to time may be delegated to him by
the Board of Directors or the President. The Vice President shall have and
exercise all the powers and duties of the President in case of his absence or
inability to act.
Section 4. Secretary. The Secretary shall cause notices of all
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meetings to be served as prescribed in these By-Laws and keep or caused to be
kept the minutes of all meetings of the Shareholders and the Board of Directors.
The Secretary shall have charge of the seal of the Corporation. The Secretary
shall perform such other duties and possess such other powers as are incident to
that office or as are assigned by the President or the Board of Directors.
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Section 5. Treasurer. The Treasurer shall have the care and custody
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of all the funds and securities of the corporation, and shall perform such other
duties as the President or the Board of Directors may from time to time
prescribe. The Treasurer shall keep or cause to be kept full and accurate
regular books of account.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates. Certificates of stock shall be
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signed by the President or Vice President, and countersigned by the Secretary or
Treasurer and sealed with the seal of the corporation. Each certificate of stock
shall plainly state upon the face thereof the number of shares of the class
which it represents and any other statements required by law. All certificates
exchanged or returned to the corporation shall be marked "canceled" by the
Secretary, with the date of cancellation.
Section 2. Transfers. All transfers of stock shall be made upon the
books of the corporation, and must be accompanied by the surrender of the duly
endorsed certificate representing the stock transferred. Transfer books may be
closed ten (10) days before the annual meeting of the shareholders.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be determined by the filing of
the first Federal corporate income tax return.
ARTICLE IX
AMENDMENTS
These By-Laws may be altered, amended, or repealed by Shareholders
owning fifty-one (51%) percent of the shares of the corporation or a majority of
the Board of Directors. Any By-Laws adopted, amended or repealed by the
Shareholders may be amended or repealed by the Board of Directors, unless the
resolution of the Shareholders adopting such By-Laws expressly reserves to the
Shareholders the right to amend or repeal it.
ARTICLE X
INDEMNIFICATION
Every person who is or was a director or officer, employee or agent of
the Corporation, or any person who serves or has served in any capacity with any
other enterprise at the request of the Corporation, shall be indemnified by the
Corporation to the fullest extent permitted by law. The Corporation shall
indemnify such persons against all expenses and liabilities reasonably incurred
by or imposed on them in connection with any proceedings to which they have been
or may be made parties, or any proceedings in which they may become involved by
reason of being or having been a director or officer of the Corporation, or by
reason of serving or having served another enterprise at the request of the
Corporation, whether or not in the capacities of directors or officers of the
Corporation at the time the expense or liabilities are incurred.
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