BYLAWS
OF
CYGNI SYSTEMS CORPORATION
TABLE OF CONTENTS
ARTICLE I: OFFICE .......................................... 1
Section 1: Office ............................. 1
ARTICLE II: DIRECTORS ...................................... 1
Section 1. Function ................................ 1
Section 2. Compensation ............................ 1
Section 3. Presumption of Assent ................... 1
Section 4. Number .................................. 1
Section 5. Election and Term ....................... 1
Section 6. Vacancies ................................ 1
Section 7. Removal of Directors..................... 2
Section 8. Resignation ............................. 2
Section 9. Quorum and Voting ....................... 2
Section 10. Chairman ................................ 2
Section 11. Executive and Other Committees ......... 2
Section 12. Place of Meeting ........................ 2
Section 13. Time, Notice and Call of Meetings ....... 2
Section 14. Action By Written Consent ............... 3
ARTICLE III: MEETINGS OF SHAREHOLDERS ....................... 3
Section 1. Annual Meeting ........................... 3
Section 2. Special Meeting .......................... 3
Section 3. Place .................................... 3
Section 4. Notice ................................... 3
Section 5. Shareholder Quorum ....................... 4
Section 6. Shareholder Voting ....................... 4
Section 7. Proxies .................................. 4
Section 8. Validation ............................... 4
Section 9. Conduct of Business By Written Consent ... 4
ARTICLE IV: OFFICERS ......................................... 4
Section 1. Officers; Election; Resignation; Vacancies . 4
Section 2. Powers and Duties of Officers .............. 5
Section 3. Removal of Officers ....................... 5
Section 4. Salaries ................................... 5
Section 5. Bank Accounts and Loans .................... 5
Section 6. Agreements ................................. 5
ARTICLE V: DISTRIBUTIONS ...................................... 5
ARTICLE VI: CORPORATE RECORDS ................................. 6
Section 1. Corporate Records .......................... 6
Section 2. Shareholders' Inspection Rights ............ 6
Section 3. Financial Statements for Shareholders ...... 7
Section 4. Other Reports to Shareholders .............. 7
ARTICLE VII: STOCK CERTIFICATES ................................7
Section 1. Issuance ................................... 7
Section 2. Registered Shareholders .................... 8
Section 3. Transfer of Shares ......................... 8
Section 4. Transfer Agent and Registrar ............... 8
Section 5. Lost, Stolen or Destroyed Certificates ..... 8
ARTICLE VIII: INDEMNIFICATION ................................. 8
Section 1. Right to Indemnification ................... 8
Section 2. Advances ................................... 9
Section 3. Savings Clause ............................. 9
ARTICLE IX: AMENDMENT ......................................... 9
ARTICLE X: DIVIDENDS .......................................... 9
ARTICLE XI: FISCAL YEAR ....................................... 9
ARTICLE XII: CORPORATE SEAL ................................... 9
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BYLAWS
OF
CYGNI SYSTEMS CORPORATION
ARTICLE I. OFFICE
Section 1. Office. The principal office of the Corporation outside
the State of Nevada shall be located at 303-167 Bannatyne Avenue,
Winnipeg, Manitoba, R3B 0R4, Canada. The Corporation may maintain
other offices, either within or outside of the State of Nevada,
as the Board of Directors may from time to time determine.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of the Board of Directors. The business and affairs of
the Corporation shall be managed under the direction of the Board of Directors.
Directors must be natural persons who are at least 18 years of age but need
not be shareholders of the Corporation nor residents of the State of Nevada.
Section 2. Compensation. The shareholders shall have authority to
fix the compensation of directors. Unless specifically authorized by
a resolution of the shareholders, the directors shall serve in such capacity
without compensation.
Section 3. Presumption of Assent. A director who is present at a
meeting of the Board of Directors or a committee 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 he objects at the beginning of the
meeting (or promptly upon arriving) to the holding of the meeting or
transacting the specified business at the meeting, or if the director votes
against the action taken or abstains from voting because of an asserted
conflict of interest.
Section 4. Number. The Corporation shall have at least two
(2) and not more than seven (7) directors. The number of directors
may be increased or decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of
shareholders, the shareholders shall elect directors to hold office until the
next annual meeting or until their earlier resignation, removal from office
or death. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.
Section 6. Vacancies. Any vacancy occurring in the
Board of Directors, including a
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vacancy created by an increase in the number of directors, may be filled
by the shareholders or 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 shall hold office only until the
next election of directors by the shareholders. If there are no remaining
directors, the vacancy shall be filled by the shareholders.
Section 7. Removal of Directors. At a meeting of shareholders,
any director or the entire Board of Directors may be removed, with
or without cause, provided the notice of the meeting states that
one of the purposes of the meeting is the removal of the director.
A director may be removed only if the number of votes cast to
remove him exceeds the number of votes cast against removal.
Section 8. Resignation. A director may resign at any time by
delivering written notification thereof to the President or
Secretary of the Corporation. The resignation shall be effective
upon its acceptance by the Board of Directors provided that if the
Board of Directors has not acted on the resignation within
10 days from the date of its delivery, then the resignation
shall be deemed to be effective upon the 10th day following delivery.
Section 9. Quorum and Voting. A majority of the number of
directors fixed by these Bylaws shall constitute a quorum for
the transaction of business. The act of a majority of directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 10. Chairman. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may
designate from among its members a Chairman who shall
preside at all meetings of the Board of Directors.
Section 11. Executive and Other Committees. The Board of
Directors, by resolution adopted by a majority of the full Board
of Directors, may designate from among its members one or more
committees each of which must have at least two members. Each
committee shall have the authority set forth in the resolution
designating the committee.
Section 12. Place of Meeting. Regular and special meetings of
the Board of Directors shall be held at the principal place of
business of the Corporation or at another place designated by the
person or persons giving notice or otherwise calling the meeting.
Section 13. Time, Notice and Call of Meetings. Regular meetings
of the Board of Directors shall be held without notice at the time
and on the date designated by resolution of the Board of Directors.
Written notice of the time, date and place of special meetings
of the Board of Directors shall be given to each director by mail
delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not
be given to a director who signs a
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waiver of notice either before or after the meeting. Attendance of
a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting,
the time of the meeting, and the manner in which it has been
called or convened, unless a director objects to the transaction
of business (promptly upon arrival at the meeting) because the meeting
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors must be specified in
the notice or waiver of notice of the 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 an adjourned meeting shall be given to the directors
who were not present at the time of the adjournment and, unless
the time and place of the adjourned meeting are announced at the time
of the adjournment, to the other directors. Meetings of the
Board of Directors may be called by the President or the
Chairman of the Board of Directors. Members of the Board of Directors
and any committee of the Board may participate in a meeting
by telephone conference or similar communications equipment if all
persons participating in the meeting can hear each other at
the same time. Participation by these means constitutes presence
in person at a meeting.
Section 14. Action By Written Consent. Any action required or
permitted to be taken at a meeting of directors may be taken
without a meeting if a consent in writing setting forth the
action to be taken and signed by all of the directors is
filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director
signs the consent, unless the consent specifies otherwise.
ARTICLE III. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
of the corporation for the election of officers and for such other
business as may properly come before the meeting shall be held at
such place as set forth in compliance with these bylaws. The meeting shall
be held on the 1st day of March of each year beginning with the
year 2005 at 10:00 a.m. If this day is a legal holiday, then the
meeting shall be held on the next business day.
Section 2. Special Meeting. Special meetings of the shareholders shall
be held when directed by the President or when requested in writing
by shareholders holding at least 10% of the Corporation's stock having
the right and entitled to vote at such meeting. A meeting requested
by shareholders shall be called by the President for a date not less
than 10 nor more than 60 days after the request is made. Only business
within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.
Section 3. Place. Meetings of the 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.
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Section 4. Notice. A written notice of each meeting
of shareholders shall be mailed to each shareholder having the
right and entitled to vote at the meeting at the address as it
appears on the records of the Corporation. The meeting notice shall
be mailed not less than 10 nor more than 60 days before the
date set for the meeting. The record date for determining shareholders
entitled to vote at the meeting will be the close of business on
the day before the notice is sent. The notice shall state the time and
place the meeting is to be held. A notice of a special meeting shall
also state the purposes of the meeting. A notice of meeting
shall be sufficient for that meeting and any adjournment of it.
If a shareholder transfers any shares after the notice is sent,
it shall not be necessary to notify the transferee. All
shareholders may waive notice of a meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Any number of
shareholders, even if less than a quorum, may adjourn the
meeting without further notice until a quorum is obtained.
Section 6. Shareholder Voting. 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. Each outstanding share shall
be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders. An alphabetical list of all
shareholders who are entitled to notice of a shareholders'
meeting along with their addresses and the number of shares
held by each shall be produced at a shareholders' meeting
upon the request of any shareholder.
Section 7. Proxies. A shareholder entitled to vote at
any meeting of shareholders or any adjournment thereof may
vote in person or by proxy executed in writing and signed
by the shareholder or his attorney-in-fact. The appointment
of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall
be valid more than 11 months after the date of its execution
unless a longer term is expressly stated in the proxy.
Section 8. Validation. If shareholders who hold a majority
of the voting stock entitled to vote at a meeting are present
at the meeting, and sign a written consent to the meeting on the
record, the acts of the meeting shall be valid, even if the
meeting was not legally called and noticed.
Section 9. Conduct of Business By Written Consent. Any
action of the shareholders may be taken without a meeting
if written consents, setting forth the action taken, are
signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the
Corporation having custody of the Corporation's records
within 60 days after the date that the earliest written
consent was delivered. Within 10 days after obtaining an
authorization of an action by written consent, notice shall be
given to those shareholders who have not consented in writing
or who are not entitled to vote on the action. The notice
shall fairly summarize the material features of the
authorized action. If the action creates dissenters'
rights, the notice shall
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contain a clear statement of the right of dissenting shareholders
to be paid the fair value oftheir shares upon compliance with and
as provided for by the state law governing corporations.
ARTICLE IV. OFFICERS
Section 1. Officers; Election; Resignation; Vacancies.
The Corporation shall have the officers and assistant
officers that the Board of Directors appoint from time to time
provided that the Corporation shall have a President and a
Secretary at all times and that two or more offices may be
held by the same person, including the offices of President
and Secretary. Officers may also be directors and/or shareholders
of the Corporation. Except as otherwise provided in an
employment agreement which the Corporation has with an
officer, each officer shall serve until a successor
is chosen by the directors at a regular or special
meeting of the directors or until removed. Officers and
agents shall be chosen, serve for the terms, and have
the duties determined by the directors. Any officer may
resign at any time upon written notice to the Corporation.
The resignation shall be effective upon receipt, unless
the notice specifies a later date. If the resignation is
effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill
the pending vacancy before the effective date provided the
successor officer does not take office until the future
effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by
the Board of Directors at any regular or special meeting.
Section 2. Powers and Duties of Officers. The officers
of the Corporation shall have such powers and duties in
the management of the Corporation as may be prescribed by
the Board of Directors and, to the extent not so provided,
as generally pertain to their respective offices, subject
to the control of the Board of Directors.
Section 3. Removal of Officers. An officer or agent or member
of a committee elected or appointed by the Board of Directors
may be removed by the Board with or without cause 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, agent or member of a
committee shall not of itself create contract rights.
Any officer, if appointed by another officer, may be removed
by that officer.
Section 4. Salaries. The Board of Directors may cause
the Corporation to enter into employment agreements with any
officer of the Corporation. Unless provided for in an employment
agreement between the Corporation and an officer, all officers
of the Corporation serve in their capacities without
compensation. No officer shall be prevented from receiving
any salary or compensation by reason of the fact that he
is also a director of the Corporation.
Section 5. Bank Accounts and Loans. The Corporation shall have
accounts with financial institutions as determined by the
Board of Directors and the Board of Directors, in their
discretion, may delegate authority to one or more officers to transact
business on any such bank
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account. Any loan, advance, mortgage, pledge, hypothecation, or
otherwise must be specifically authorized by the Board of Directors.
Section 6. Agreements. The Board of Directors may
authorize one or more officers to enter into any agreement
or execute or deliver any instrument in the name of and on
behalf of the Corporation and such authority may be general or
limited to specific circumstances.
ARTICLE V. DISTRIBUTIONS
The Board of Directors may, from time to time, declare
distributions to its shareholders in cash, property, or
its own shares, unless the distribution would cause (i)
the Corporation to be unable to pay its debts as they become
due in the usual course of business, or (ii) the
Corporation's assets to be less than its liabilities plus
the amount necessary, if the Corporation were dissolved at the
time of the distribution, to satisfy the preferential rights
of shareholders whose rights are superior to those receiving
the distribution. The shareholders and the Corporation may
enter into an agreement requiring the distribution of corporate
profits, subject to the provisions of law.
ARTICLE VI. CORPORATE RECORDS
Section 1. Corporate Records. The corporation shall
maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.
The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record
of all actions taken by the shareholders or Board of Directors
without a meeting, and a record of all actions taken by a
committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting
records and a record of its shareholders in a form that permits
preparation of a list of the names and addresses of all
shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or
restated articles of incorporation and all amendments to
them currently in effect; these Bylaws or restated Bylaws and
all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or
series of shares and fixing their relative rights,
preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the
minutes of all shareholders' meetings and records of
all actions taken by shareholders without a meeting for
the past three years; written communications to all
shareholders generally or all shareholders of a class
of series within the past three years, including the
financial statements furnished for the last three years;
a list of names and business street addresses of its
current directors and officers; and its most recent annual
report delivered to the Department of State.
Section 2. Shareholders' Inspection Rights. A shareholder
is entitled to inspect and
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copy, during regular business hours at a reasonable location
specified by the Corporation, any books and records of the
Corporation. The shareholder must give the Corporation written
notice of this demand at least five business days before
the date on which he wishes to inspect and copy the
record(s). The demand must be made in good faith and for
a proper purpose. The shareholder must describe with
reasonable particularity the purpose and the records
he desires to inspect, and the records must be directly
connected with this purpose. This Section does not affect
the right of a shareholder to inspect and copy the shareholders'
list described in this Article if the shareholder is in
litigation with the Corporation. In such a case, the
shareholder shall have the same rights as any other litigant
to compel the production of corporate records for examination.
The Corporation may deny any demand for inspection if the
demand was made for an improper purpose, or if the demanding
shareholder has within the two years preceding his demand,
sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, had aided or
abetted any person in procuring any list of shareholders
for that purpose, or has improperly used any information
secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders. In
accordance with the paragraph set forth hereafter, annual
financial statements may be furnished to shareholders. Such
financial statements may be consolidated or combined statements
of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of
the fiscal year, an income statement for that year, and
a statement of cash flows for that year. If financial
statements are prepared for the Corporation on the
basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon
by a public accountant, his report must accompany them.
If not, the statements must be accompanied by a
statement of the President or the person responsible
for the Corporation's accounting records stating his
reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles
and, if not, describing the basis of preparation and
describing any respects in which the statements were not
prepared on a basis of accounting consistent with the
statements prepared for the preceding year. The
Corporation may make available to all shareholders its
annual financial statements upon written request from a
shareholder. The Corporation may send a copy of its annual
financial statments to the requesting shareholder via electronic
mail, regular mail, or if the Corporation is publicly listed
in the United States, then it may direct the shareholder to view
its annual financial statements on the website of the United
States Securities and Exchange Commission, being
http://www.sec.gov.
Section 4. Other Reports to Shareholders. If the
Corporation indemnifies or advances expenses to any
director, officer, employee or agent otherwise than
by court order or action by the shareholders or by
an insurance carrier pursuant to insurance maintained
by the Corporation,
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the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next
annual shareholders' meeting, or prior to the meeting if
the indemnification or advance occurs after the
giving of the notice but prior to the time the annual
meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and
the nature and status at the time of such payment of
the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance
of shares for promises to render services in the
future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued,
and the consideration received by the corporation,
with or before the notice of the next shareholders meeting.
ARTICLE VII. STOCK CERTIFICATES
Section 1. Issuance. The shares of the Corporation
shall be represented by certificates prepared by the
Board of Directors. Each certificate issued shall
be signed by the President and the Secretary
(or the Treasurer) and sealed withthe seal of the
Corporation or a facsimile thereof. The signatures of
such officers upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent
or registered by a registrar other than the Corporation
itself or one of its employees. All certificates shall
be consecutively numbered or otherwise identified.
Section 2. Registered Shareholders. No certificate
shall be issued for any share until the share is
fully paid. The capital stock of the Corporation shall
be issued for such consideration, but not less than
the par value thereof, as shall be fixed from time to
time by the Board of Directors. In the absence of
fraud, the determination by the Board of Directors
as to the value of any property or services
received in full or partial payment of shares shall
be conclusive. The Corporation shall be entitled to
treat the holder of record of shares as the holder
in fact and, except as otherwise provided by law,
shall not be bound to recognize any equitable or
other claim to or interest in the shares. The
name and address of the person to whom the shares
represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock
transfer books of the Corporation.
Section 3. Transfer of Shares. Shares of the Corporation
shall be transferred on its books only after the surrender
to the Corporation of the share certificates duly
endorsed by the holder of record or attorney-in-fact.
If the surrendered certificates are cancelled, new
certificates shall be issued to the person entitled to
them, and the transaction recorded on the books of
the Corporation.
Section 4. Transfer Agent and Registrar. The Board
of Directors shall have the power to appoint one or more
transfer agents and registrars for the transfer and
registration of certificates of stock of any class and may
require that stock certificates be countersigned and
registered by one or more such transfer agents and registrars.
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Section 5. Lost, Stolen or Destroyed Certificates.
If a shareholder claims to have lost or destroyed a
certificate of shares issued by the Corporation, a new
certificate shall be issued upon the delivery to the
Corporation of an affidavit of that fact by the
person claiming the certificate of stock to be lost,
stolen or destroyed, and, at the discretion of the
Board of Directors, upon the deposit of a bond or
other indemnity as the Board reasonably requires.
ARTICLE VIII. INDEMNIFICATION
Section 1. Right to Indemnification. The Corporation
hereby indemnifies each person (including the heirs,
executors, administrators, or estate of such person)
who is or was a director or officer of the Corporation
to the fullest extent permitted or authorized by
current or future legislation or judicial or
administrative decision against all fines, liabilities,
costs and expenses, including attorneys' fees, arising
out of his or her status as a director, officer, agent,
employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights
to which those seeking an indemnification may be entitled.
The Corporation may maintain insurance, at its expense,
to protect itself and all officers and directors against
fines, liabilities, costs and expenses, whether or not
the Corporation would have the legal power to
indemnify them directly against such liability.
Section 2. Advances. Costs, charges and expenses
(including attorneys' fees) incurred by a person
referred to in Section 1 of this Article in defending
a civil or criminal proceeding shall be paid by the
Corporation in advance of the final disposition
thereof upon receipt of an undertaking to repay all
amounts advanced if it is ultimately determined
that the person is not entitled to be indemnified
by the Corporation as authorized by this Article,
and upon satisfaction of other conditions required
by current or future legislation.
Section 3. Savings Clause. If this Article or any
portion of it is invalidated on any ground by a court of
competent jurisdiction, the Corporation nevertheless
indemnifies each person described in Section 1 of this
Article to the fullest extent permitted by all portions
of this Article that have not been invalidated and to
the fullest extent permitted by law.
ARTICLE IX. AMENDMENT
These Bylaws may be altered, amended or repealed,
and new Bylaws adopted, by a majority vote of the
directors or by a vote of the shareholders holding a
majority of the shares.
ARTICLE X. DIVIDENDS
In their discretion, the Board of Directors may
at any regular or special meeting declare dividends payable
out of the unreserved and unrestricted earned surplus of the
Corporation and any such dividend shall be disbursed in
accordance with Nevada Revised Statutes Section 78.288
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through 78.300.
ARTICLE XI. FISCAL YEAR
The fiscal year of the Corporation shall be March 31
and may be varied by resolution of the Board of Directors.
ARTICLE XII. CORPORATE SEAL
The corporate seal may be used by causing it or a facsimile
thereof to be impressed , affixed, reproduced, or otherwise.
I certify that these are the Bylaws adopted by the
Board of Directors of the Corporation on this 17th
day of August, 2004.
/s/Andrea Meakin
Andrea Meakin
Secretary
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