Exhibit 3.0 (II) - Razor Resources Bylaws
Bylaws of Razor Resources, Inc.
1. Offices.
The principal office of the corporation in Nevada shall be located in
Reno, Nevada. The corporation may have such other offices and places of
business, either within or outside Nevada, as the board of directors may
designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by Nevada law to be maintained
in Nevada may be, but need not be, identical with the principal office if in
Nevada, and the address of the registered office may be changed from time to
time by the board of directors.
2. Meetings; Voting.
Section 2.1 Annual Meeting. Unless otherwise designated by the board of
directors, the annual meeting of the shareholders shall be held at such time as
may be determined by the board of directors for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held at the annual meeting of
the shareholders, or at any adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as convenient.
Section 2.2 Special Meetings. Special meetings of the shareholders for
any purpose, unless otherwise prescribed by statute, may be called by the
president, the board of directors or the holders of not less than one-tenth of
all the outstanding shares of the corporation entitled to vote at the meeting.
Any holder or holders of not less than one-tenth of all of the outstanding
shares of the corporation who desire to call a special meeting pursuant to this
Section 2.2 shall notify the president that a special meeting of the
shareholders shall be called. Within thirty (30) days after notice to the
president, the president shall set the date, time and location of a
shareholders' meeting. The date set by the president shall be not less than
thirty (30) nor more than one-hundred twenty (120) days after the date of notice
to the president. If the president fails to set the date, time and location of
the special meeting within the thirty (30)-day time period described above, the
shareholder or shareholders calling the meeting shall set the date, time and
location of the special meeting.
Section 2.3 Place of Meeting. The board of directors may designate any
place, either within or outside Nevada, as the place for any annual meeting or
special meeting called by the board of directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or outside Nevada, as the place for such meeting. If no designation is
made, or if a special meeting shall be called otherwise than by the board, the
place of meeting shall be the registered office of the corporation in Nevada.
Section 2.4 Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or person
calling the meeting to each shareholder of record entitled to vote at such
meeting; except that, if the authorized shares are to be increased, at least
thirty (30) days notice shall be given. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at such person's address as it appears on the stock transfer books
of the corporation, with postage thereon prepaid.
Section 2.5 Adjournment. When a meeting is for any reason adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
Section 2.6 Organization. The president or any vice president shall
call meetings of shareholders to order and act as chairman of such meetings. In
the absence of said officers, any shareholder entitled to vote at that meeting,
or any proxy of any such shareholder, may call the meeting to order and a
chairman shall be elected by a majority of the shareholders entitled to vote at
that meeting. In the absence of the secretary or any assistant secretary of the
corporation, any person appointed by the chairman shall act as secretary of such
meeting.
Section 2.7 Agenda and Procedure. The board of directors shall have the
responsibility for establishing an agenda for each meeting of shareholders,
subject to the rights of shareholders to raise matters for consideration which
may otherwise properly be brought before the meeting although not included
within the agenda. The chairman shall be charged with the orderly conduct of all
meetings of shareholders; provided, however, that in the event of any difference
in opinion with respect to the proper course of action which cannot be resolved
by reference to statute, or to the articles of incorporation, or these bylaws,
Robert's Rules of Order (as last revised) shall govern the disposition of the
matter.
Section 2.8 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately before such meeting. In lieu of closing the stock transfer books the
board of directors may fix in advance a date as the date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days, and, in case of a meeting of shareholders, not less than ten (10)
days before the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring the dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section 2.8, such determination shall apply to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of the closing has expired.
Section 2.9 Voting Records. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten (10) days before such meeting, this record shall be kept on
file at the principal office of the corporation, whether within or outside
Nevada, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during usual business hours. Such record
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder for any purpose germane to
the meeting during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such record or transfer books or to vote at any meeting of shareholders.
Any officer or agent having charge of the stock transfer books who fails to
prepare the record of shareholders, or to keep it on file for a period of ten
(10) days before the meeting or to produce and keep it open for inspection at
the meeting as provided in this section, is liable to any shareholder suffering
damage due to the failure to the extent of the damage.
Section 2.10 Quorum. Unless otherwise provided by the articles of
incorporation, a majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If fewer than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting without further notice for a period not to exceed sixty (60) days at
any one adjournment. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of shareholders so that less than a quorum
remains.
If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by law or the articles of incorporation.
Section 2.11 Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or such shareholder's
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the corporation before or at the time of the meeting. No proxy shall be valid
after six (6) months from the date of its execution unless otherwise provided in
the proxy.
Section 2.12 Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote, and each fractional share shall be
entitled to a corresponding fractional vote on each matter submitted to a vote
at a meeting of shareholders, except as may be otherwise provided in the
articles of incorporation. If the articles of incorporation provide for more or
less than one vote for any share on any matter, every reference in the Nevada
statutes to a majority or other proportion or number of shares shall refer to
such a majority or other proportion or number of votes entitled to be cast with
respect to such matter. In the election of directors, each record holder of
stock entitled to vote at such election shall have the right to vote in person
or by proxy the number of shares owned by such person, for as many persons as
there are directors to be elected, and for whose election he has the right to
vote unless the articles of incorporation otherwise provide. Cumulative voting
shall not be allowed.
Section 2.13 Voting of Shares by Certain Holders.
a. Neither treasury shares, nor shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation is held by this corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time.
Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe or, in the absence of such provision, as the board of
directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by proxy, without a
transfer of such shares into such person's name. Shares standing in the name of
a trustee may be voted by such person, either in person or by proxy, but no
trustee shall be entitled to vote shares held by such trustee without a transfer
of such shares into such trustee's name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into such receiver's name if
authority so to do is contained in an appropriate order of the court by which
such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee and thereafter the pledgee shall be entitled to vote the shares to
transferred.
Redeemable shares which have been called for redemption shall
not be entitled to vote on any matter and shall not be deemed outstanding shares
on and after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefor.
b. If shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, those persons' acts with respect to voting shall
have the following effect:
(i) If only one person votes, such person's act binds
all;
(ii) If more than one person votes, the act of the
majority so voting binds all;
(iii) If more than one person votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or any person voting the shares of a beneficiary, if
any, may apply to any court of competent jurisdiction in the State of Nevada to
appoint an additional person to act with the persons so voting the shares. The
shares shall then be voted as determined by a majority of such persons and the
person appointed by the court.
If an instrument filed with the secretary of the Corporation
pursuant to this subsection b shows that a tenancy is held in unequal interests,
a majority or even split for the purpose of this subsection b shall be a
majority or even split in interest.
The provisions of this subsection b shall not apply if the
secretary of the corporation is given written notice of alternate voting
provisions and is furnished with a copy of the instrument or order appointing
those persons or creating the relationship wherein alternate voting provisions
are established.
Section 2.14 Informal Action by Shareholders. Any action required or
allowed to be taken at a meeting of the shareholders may be taken without a
meeting provided that a consent in writing which describes the action so taken
shall be signed by a majority of the shareholders entitled to vote with respect
to the subject matter of the consent, except that: (a) if any greater proportion
of voting power is required for such action at a meeting, then the greater
proportion of written consents is required; and (b) this provision for action by
written consent does not supersede any specific provision for action by written
consent contained in the Nevada statutes.
3. Board of Directors.
Section 3.1 General Powers. The business and affairs of the corporation
shall be managed by its board of directors, except as otherwise provided in the
Nevada statutes or in the articles of incorporation.
Section 3.2 Performance of Duties. A director of the corporation shall
perform such director's duties as a director, including such director's duties
as a member of any committee of the board upon which such director may serve, in
good faith, in a manner such director reasonably believes to be in the best
interests of the corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances. In performing such
director's duties, a director shall be entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, in each case prepared or presented by persons and groups listed
in paragraphs (a), (b), and (c) of this Section 3.2; but such director shall not
be considered to be acting in good faith if such director has knowledge
concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs such person's duties shall not have any
liability by reason of being or having been a director of the corporation. Those
persons and groups upon whose information, opinions, reports, and statements a
director is entitled to rely are:
a. One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;
b. Counsel, public accountants, or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence; or
c. A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
Section 3.3 Number, Tenure and Qualifications. The number of directors
of the corporation shall be as described in the articles of incorporation. The
directors shall be elected at each annual meeting of shareholders. Each director
shall hold office until the next annual meeting of shareholders and thereafter
until such director's successor shall have been elected and qualified. Directors
shall be eighteen (18) years of age or older, but need not be residents of
Nevada or shareholders of the corporation. Directors shall be removable in the
manner provided by the statutes of Nevada.
Section 3.4 Resignation. Any director of the corporation may resign at
any time by giving written notice of such director's resignation to the board of
directors, the president, any vice president or the secretary of the
corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. When one or more directors resigns from the board, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective.
Section 3.5 Removal. Except as otherwise provided in the articles of
incorporation or in these bylaws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of the holders of two-thirds
of the issued and outstanding shares of stock entitled to vote for the election
of directors of the corporation given at a special meeting of the shareholders
called and held for such purpose. The vacancy in the board of directors caused
by any such removal may be filled by the shareholders entitled to vote thereon
at such meeting. If the shareholders at such meeting shall fail to fill the
vacancy, the board of directors may do so as provided in this Section 3.5.
Section 3.6 Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum except as otherwise provided herein. A director
elected to fill a vacancy shall be elected for the unexpired term of such
director's predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by the affirmative vote of a
majority of the directors then in office or by an election at any annual meeting
or at a special meeting of shareholders called for that purpose, and a director
so chosen shall hold office until the next annual meeting of shareholders and
until such director's successor has been elected and has qualified.
Section 3.7 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after
and at the same place as the annual meeting of shareholders. The board of
directors may provide by resolution the time and place, either within or outside
Nevada, for the holding of additional regular meetings without other notice than
such resolution.
Section 3.8 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or the director if
the corporation has one director or any two directors if the corporation has two
or more directors. The person or persons authorized to call special meetings of
the board of directors may fix any place, either within or outside Nevada, as
the place for holding any special meeting of the board of directors called by
them.
Section 3.9 Notice. Notice of any special meeting shall be given at
least seven (7) days in advance of the meeting by written notice delivered
personally or mailed to each director at such director's business address, or by
notice given at least two days previously by telegraph, telex, electronic
facsimile, electronic mail or other means of electronic data transmission.
Mailed notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage prepaid. If notice is given by any means
of electronic data transmission, the Notice shall be deemed to be delivered when
the Notice is received by the addressee. Any director may waive notice of any
meeting. By attending or participating in a regular or special meeting, a
director waives any required notice of such meeting unless the director, at the
beginning of the meeting objects to the holding of the meeting or the
transacting of business at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.
Section 3.10 Quorum. A majority of the number of directors elected and
qualified at the time of the meeting shall constitute a quorum for the
transaction of business at any such meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.11 Manner of Acting. If a quorum is present, the affirmative
vote of a majority of the directors present at the meeting and entitled to vote
on that particular matter shall be the act of the board, unless the vote of a
greater number is required by law or the articles of incorporation.
Section 3.12 Compensation. By resolution of the board of directors, any
director may be paid any one or more of the following: such director's expenses,
if any, of attendance at such meeting; a fixed sum for attendance at such
meeting; or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 3.13 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 shall be presumed to have assented to the action taken
unless such director's dissent is entered in the minutes of the meeting or
unless such director files such director's written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or forwards such dissent by certified or registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 3.14 Executive Committee. The board of directors, by resolution
adopted by a majority of the number of directors elected and qualified at the
time of the resolution, may designate two or more directors to constitute an
executive committee, which shall have and may exercise all of the authority of
the board of directors or such lesser authority as may be described in said
resolution. No such delegation of authority shall operate to relieve the board
of directors or any member of the board from any responsibility imposed by law.
Section 3.15 Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the directors, executive committee or
other committee of the directors may be taken without a meeting if a consent in
writing which describes the action so taken shall be signed by all of the
directors entitled to vote with respect to the subject matter.
Section 3.16 Meetings by Telephone. One or more members of the board of
directors or any committee of the directors may participate in a meeting of the
board or committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other
at the same time. Such participation shall constitute presence in person at the
meeting.
4. Officers and Agents.
Section 4.1 General. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may appoint one or more vice
presidents and such other officers, assistant officers, committees and agents,
including a chairman of the board, assistant secretaries and assistant
treasurers, as they may consider necessary, who shall be chosen in such manner
and hold their offices for such terms and have such authority and duties as from
time to time may be determined by the board of directors. The salaries of all
the officers of the corporation shall be fixed by the board of directors. One
person may hold two or more offices. The officers of the corporation shall be
eighteen (18) years of age or older. In all cases where the duties of any
officer, agent or employee are not prescribed by the bylaws or by the board of
directors, such officer, agent or employee shall follow the orders and
instructions of (a) the president, and if a chairman of the board has been
elected, then (b) the chairman of the board.
Section 4.2 Election and Term of Office. The officers of the
corporation shall be elected by the board of directors annually at the first
meeting of the board held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Each officer shall hold office
until the first of the following occurs: until such officer's successor shall
have been duly elected and shall have qualified; or until such officer's death;
or until such officer shall resign; or until such officer shall have been
removed in the manner hereinafter provided.
Section 4.3 Removal. Any officer or agent may be removed by the board
of directors or by the executive committee, if any, whenever in its judgment the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
Section 4.4 Vacancies. A vacancy in any office, however occurring, may
be filled by the board of directors for the unexpired portion of the term.
Section 4.5 President. The president shall, subject to the direction
and supervision of the board of directors, be the chief executive officer of the
corporation and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees. The
president shall, unless otherwise directed by the board of directors, attend in
person or by substitute appointed by the president, or shall execute on behalf
of the corporation written instruments appointing a proxy or proxies to
represent the corporation, at all meetings of the stockholders of any other
corporation in which the corporation shall hold any stock. The president may, on
behalf of the corporation, in person or by substitute or by proxy, execute
written waivers of notice and consents with respect to any such meetings. At all
such meetings and otherwise, the president, in person or by substitute or proxy
as aforesaid, may vote the stock so held by the corporation and may execute
written consents and other instruments with respect to such stock and may
exercise any and all rights and powers incident to the ownership of said stock,
subject however to the instructions, if any, of the board of directors. The
president shall have custody of the treasurer's bond, if any. If a chairman of
the board has been elected, the chairman of the board shall have, subject to the
direction and modification of the board of directors, all the same
responsibilities, rights and obligations as described in these bylaws for the
president.
Section 4.6 Vice Presidents. The vice presidents, if any, shall assist
the president and shall perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president, the
vice president designated by the board of directors or (if there be no such
designation) the vice president designated in writing by the president shall
have the powers and perform the duties of the president. If no such designation
shall be made all vice presidents may exercise such powers and perform such
duties.
Section 4.7 Secretary. The secretary shall perform the following: (a)
keep the minutes of the proceedings of the shareholders, executive committee and
the board of directors; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and affix the seal to
all documents when authorized by the board of directors; (d) keep at the
corporation's registered office or principal place of business within or outside
Nevada a record containing the names and addresses of all shareholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (e) sign with the
president or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent; and (g) in general,
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to the secretary by the president or by the
board of directors. Assistant secretaries, if any, shall have the same duties
and powers, subject to supervision by the secretary.
Section 4.8 Treasurer. The treasurer shall be the principal financial
officer of the corporation and shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the board of directors. The treasurer shall receive and give receipts and
acquittances for monies paid in on account of the corporation, and shall pay out
of the funds on hand all bills, payrolls and other just debts of the corporation
of whatever nature upon maturity. The treasurer shall perform all other duties
incident to the office of the treasurer and, upon request of the board, shall
make such reports to it as may be required at any time. The treasurer shall, if
required by the board, give the corporation a bond in such sums and with such
sureties as shall be satisfactory to the board, conditioned upon the faithful
performance of such treasurer's duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in the treasurer's possession or under the treasurer's control belonging to
the corporation. The treasurer shall have such other powers and perform such
other duties as may be from time to time prescribed by the board of directors or
the president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the
corporation. The treasurer shall prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of account,
prepare and file all local, state and federal tax returns, prescribe and
maintain an adequate system of internal audit, and prepare and furnish to the
president and the board of directors statements of account showing the financial
position of the corporation and the results of its operations.
Section 4.9 Salaries. Officers of the corporation shall be entitled to
such salaries, emoluments, compensation or reimbursement as shall be fixed or
allowed from time to time by the board of directors.
Section 4.10 Bonds. If the board of directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the board of directors may
deem sufficient, conditioned upon the faithful performance of that officer's or
agent's duties and offices.
5. Stock.
Section 5.1 Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the corporation, or with a facsimile thereof. The signatures of the
corporation's officers on such certificate may also be facsimiles if the
certificate is either countersigned by a transfer agent other than the
corporation itself or an employee of the corporation or registered by a
registrar other than the corporation itself or an employee of the corporation.
Except that if the corporation is governed by the rules of the New York Stock
Exchange or by comparable rules of other regulated securities exchanges and it
acts as its own transfer agent and/or registrar it shall be allowed to
countersign its own certificates. In case 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. Every certificate representing shares issued by a corporation which is
authorized to issue shares of more than one class or more than one series of any
class shall describe on the face or back of the certificate or shall state that
the corporation will furnish to any shareholder upon request and without charge
a full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series, so far as the same have been fixed and determined, and the
authority of the board of directors to fix and determine the relative rights and
preferences of subsequent series.
Each certificate representing shares shall state the following upon its
face: the name of the state of the corporation's organization; the date of the
corporation's organization; the name of the person to whom issued; the number
and class of shares and the designation of the series, if any, which such
certificate represents; the par value of each share represented by such
certificate or a statement that the shares are without par value. Certificates
of stock shall be in such form consistent with law as shall be prescribed by the
board of directors. No certificate shall be issued until the shares represented
thereby are fully paid.
Section 5.2 Record. A record shall be kept of the name of each person
or other entity holding the stock represented by each certificate for shares of
the corporation issued, the number of shares represented by each such
certificate, its date of issuance and, in the case of cancellation, the date of
cancellation. The person or other entity in whose name shares of stock stand on
the books of the corporation shall be deemed the owner, and thus a holder of
record of such shares of stock, for all purposes as regards the corporation.
Section 5.3 Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed from time to time by the board of directors. That part of the
surplus of a corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, other property, tangible or intangible, or in labor or services
actually performed for the corporation, but neither promissory notes nor future
services shall constitute payment or part payment for shares unless approved by
the board of directors.
Section 5.4 Cancellation of Certificates. All certificates surrendered
to the corporation for transfer shall be cancelled and no new certificates shall
be issued in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and cancelled, except as herein provided with
respect to lost, stolen or destroyed certificates.
Section 5.5 Lost Certificates. In case of the alleged loss, destruction
or mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The board of directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine, before issuing a new certificate.
Section 5.6 Transfer of Shares. Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the corporation which shall be kept at its
principal office or by its registrar duly appointed.
The corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as may be required by the laws of Nevada.
Section 5.7 Transfer Agents, Registrars and Paying Agents. The board
may at its discretion appoint one or more transfer agents, registrars and agents
for making payment upon any class of stock, bond, debenture or other security of
the corporation. Such agents and registrars may be located either within or
outside Nevada. They shall have such rights and duties and shall be entitled to
such compensation as may be agreed.
6. Indemnification of Officers and Directors.
The corporation shall indemnify, to the full extent and in the manner
permitted under the laws of Nevada and any other applicable laws, any person
made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was a director or officer of this corporation or served any
other enterprise as a director or officer at the request of this corporation;
such right of indemnification shall also be applicable to the executors,
administrators and other similar legal representative of any such director or
officer. The provisions of this Section shall be deemed to be a contract between
the corporation and each director and officer who serves in such capacity at any
time while this Section is in effect, and any repeal or modification of this
Section shall not affect any rights or obligations then existing with respect to
any state of facts then existing or any action, suit or proceeding brought based
in whole or in part upon any such state of facts. The foregoing rights of
indemnification shall not be deemed exclusive of any other rights to which any
director or officer or such person's legal representative may be entitled apart
from the provisions of this Section. The following provisions shall govern
indemnification under this Section:
Section 6.1 Each person indemnified by the corporation must promptly
after receipt of written notice of any demand or claim or the commencement of
any action, suit or proceeding within the corporation's indemnification
obligation shall immediately notify the corporation in writing.
Section 6.2 The corporation shall have the right, by notifying the
party who asserts a claim for indemnification within thirty (30) days after the
corporation's receipt of the notice of the claim or demand, to assume the entire
control of the defense, compromise, or settlement of the action, suit or
proceeding, including employment of counsel of the corporation's choice. The
party who asserts the right to indemnification under this Section shall have the
right to participate, at such party's expense and with counsel of such party's
choice, in the defense, compromise, or settlement of the matter.
Section 6.3 The corporation's indemnification obligations shall be
binding on the corporation and its successors and assigns and shall enure to the
benefit of and, where applicable, shall be binding on each party entitled to
indemnification and each party's successors and assigns. The corporation may
prospectively amend, modify or revoke the provisions of this Section concerning
indemnification.
Section 6.4 Each party entitled to indemnification under this Section
expressly and unconditionally waives, in connection with any suit, action or
proceeding brought by such party concerning indemnification under this Section,
any and every right such person may have to: (a) injunctive relief; (b) a trial
by jury; (c) interpose any counterclaim; and (d) have such suit, action or
proceeding consolidated with any other or separate suit, action or proceeding.
Nothing in this Section shall prevent or prohibit the corporation from
instituting or maintaining a separate action against any party who asserts a
claim for indemnification under this Section.
Section 6.5 This indemnity provision and the rights and obligations of
the parties under this Section shall in all respects be governed by, and
construed and enforced in accordance with, the laws of the State of Nevada
applicable to the interpretation, construction and enforcement of indemnities
(without giving effect to Nevada's principles of conflicts of law).
Section 6.6 Each party who asserts a claim for indemnification under
this Section irrevocably submits to the jurisdiction of and venue in of any
Nevada state court or United States District Court sitting in Washoe County,
Nevada, over any suit, action or proceeding arising from or relating to
indemnification under this Section, and agrees that any suit, action or
proceeding concerning or relating to a claim for indemnification under this
Section shall be commenced and maintained in such courts. Each such party agrees
and consents that, in addition to any other methods of service of process
provided for under applicable law, all service of process in any such suit,
action or proceeding may be made by certified or registered mail, return receipt
requested, directed to such person at such person's respective address, and such
service shall be complete five (5) days after mailing.
7. Execution of Instruments; Loans; Checks and Endorsements; Deposits;
Proxies.
Section 7.1 Execution of Instruments. The president or any vice
president shall have the power to execute and deliver on behalf of and in the
name of the corporation any instrument requiring the signature of an officer of
the corporation, except as otherwise provided in these bylaws or where the
execution and delivery thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. Unless authorized
to do so by these bylaws or by the board of directors, no officer, agent or
employee shall have any power or authority to bind the corporation in any way,
to pledge its credit or to render it liable pecuniarily for any purpose or in
any amount.
Section 7.2 Loans. The corporation may lend money to, guarantee the
obligations of and otherwise assist directors, officers and employees of the
corporation, or directors of another corporation of which the corporation owns a
majority of the voting stock, only upon compliance with the requirements of the
Nevada statutes.
No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.
Section 7.3 Checks and Endorsements. All checks, drafts or other
orders for the payment of money, obligations, notes or other evidence of
indebtedness, bills of lading, warehouse receipts, trade acceptances and other
such instruments shall be signed or endorsed by such officers or agents of the
corporation as shall from time to time be determined by resolution of the board
of directors, which resolution may provide for the use of facsimile signatures.
Section 7.4 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the corporation's credit in
such banks or other depositories as shall from time to time be determined by
resolution of the board of directors, which resolution may specify the officers
or agents of the corporation who shall have the power, and the manner in which
such power shall be exercised, to make such deposits and to endorse, assign and
deliver for collection and deposit checks, drafts and other orders for the
payment of money payable to the corporation or its order.
Section 7.5 Proxies. Unless otherwise provided by resolution adopted by
the board of directors, the president or any vice president may from time to
time appoint one or more agents or attorneys-in-fact of the corporation, in the
name and on behalf of the corporation, to cast the votes which the corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, association or other entity any of whose stock or other securities
may be held by the corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or other entity or to consent
in writing, in the name of the corporation as such holder, to any action by such
other corporation, association or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
Section 7.6 Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
8. Miscellaneous.
Section 8.1 Waivers of Notice. Whenever notice is required by the
Nevada statutes, by the articles of incorporation or by these bylaws, a waiver
of the notice in writing signed by the director, shareholder or other person
entitled to notice, whether before, at or after the time stated therein, or such
person's appearance at such meeting in person or (in the case of a shareholders'
meeting) by proxy, shall be equivalent to such notice.
Section 8.2 Seal. The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the words
"Seal, Nevada".
Section 8.3 Fiscal Year. The fiscal year of the corporation shall
be as established by the board of directors.
Section 8.4 Amendments. The board of directors shall have the power to
alter, amend or repeal the bylaws or adopt new bylaws of the corporation at any
regular meeting of the board or at any special meeting called for that purpose,
subject to repeal or change by action of the shareholders.
Section 8.5 Emergency Bylaws. Subject to repeal or change by action of
the shareholders, the board of directors may adopt emergency bylaws in
accordance with and pursuant to the provisions of the Nevada statutes.
Adopted effective February 24, 2001.
/s/ Bing Wong
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Bing Wong