Exhibit-3.(ii)
CORPORATE BYLAWS
CREDEX CORPORATION
ARTICLE I. MEETING OF SHAREHOLDERS
Section 1. Annual Meeting. The annual shareholder meeting of CREDEX Corporation
will be held on the 30th day of October, of each year or at such other time and
place as designated by the Board of Directors of CREDEX Corporation provided
that if said day falls on a Sunday or legal holiday, then the meeting will be
held on the first business day thereafter. Business transacted at said meeting
will include the election of directors of CREDEX Corporation.
Section 2. Special Meetings. Special meetings of the shareholders will be held
when directed by the President, Board of Directors, or the holders of not less
than 10 percent of all the shares entitled to be cast on any issue proposed to
be considered at the proposed special meeting; provided that said persons sign,
date and deliver to CREDEX Corporation one or more written demands for the
meeting describing the purposes(s) for which it is to be held. A meeting
requested by shareholders of CREDEX Corporation will be called for a date not
less than 10 nor more than 60 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting will be issued by the Secretary, unless the President, Board of
Directors or shareholders requesting the meeting designate another person to do
so.
Section 3. Place. Meetings of shareholders will be held at the principal place
of business of CREDEX Corporation or at such other place as is designated by
the Board of Directors.
Section 4. Record Date and List of Shareholders. The Board of Directors of
CREDEX Corporation shall fix the record date; however, in no event may a record
date fixed by the Board of Directors be a date prior to the date on which the
resolution fixing the record date is adopted.
1
After fixing a record date for a meeting, the Secretary shall
prepare an alphabetical list of the names of all CREDEX Corporation's
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any,
of shares held by each. Said list shall be available for inspection in
accordance with Florida Law.
Section 5. Notice. Written notice stating the place, day and hour of the
meeting, and the purpose(s) for which said special meeting is called, will be
delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of CREDEX Corporation, with postage thereon prepaid.
CREDEX Corporation shall notify each shareholder, entitled to a vote at the
meeting, of the date, time and place of each annual and special shareholder's
meeting no fewer than 10 or more than 60 days before the meeting date. Notice
of a special meeting shall describe the purpose(s) for which the meeting is
called. A shareholder may waive any notice required hereunder either before or
after the date and time stated in the notice; however, the waiver must be in
writing, signed by the shareholder entitled to the notice and be delivered to
CREDEX Corporation for inclusion in the minutes or filing in the corporate
records.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it will not be necessary to give any notice of the adjourned
meeting provided that the time and place to which the meeting is adjourned are
announced at
2
the meeting at which the adjournment is taken. At such an
adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, a new record date
for the adjourned meeting is made or is required, then, a notice of the
adjourned meeting will be given on the new record date as provided in this
Article to each shareholder of record entitled to notice of such meeting.
Section 7. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at a meeting
of shareholders.
If a quorum, as herein defined, is present, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on the subject
matter thereof will be the act of the shareholders unless otherwise provided by
law.
Section 8. Voting of Shares. Each outstanding share will be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Section 9. Proxies. A shareholder may vote either in person or by proxy
provided that any and all proxies are executed in writing by the shareholder or
his duly authorized attorney-in-fact. No proxy will be valid after the duration
of 11 months from the date thereof unless otherwise provided in the proxy.
Section 10. Action by Shareholders Without a Meeting. Any action required or
permitted by law, these bylaws, or the Articles of Incorporation of CREDEX
Corporation to be taken at any annual or special meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, provided that
the action is taken by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted, as provided by law. The foregoing actions(s)
shall be evidenced by written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes of each
voting group entitled to
3
vote thereon and delivered to CREDEX Corporation in
accordance with Florida Law. Within 10 days after obtaining such authorization
by written consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote. Said notice shall fairly
summarize the material features of the authorized action and if the action
requires the providing of dissenters' rights, said notice will comply with the
disclosure requirements pertaining to dissenters' rights of Florida Law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers, business, and affairs will be
exercised, managed and directed under the authority of the Board of Directors.
Section 2. Qualification. Directors must be natural persons of 18 years of age
or older but need not be residents of this state and need not be shareholders
of CREDEX Corporation.
Section 3. Compensation. The Board of Directors will have authority to fix the
compensation for directors of CREDEX Corporation.
Section 4. Presumption of Assent. A director of CREDEX Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken will be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interest.
Section 5. Number. CREDEX Corporation will have up to 7 director(s).
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until said directors will have been qualified and elected at the first annual
meeting of shareholders, or until said directors earlier resignation, removal
from office or death. At the first annual meeting of shareholders and at each
annual meeting thereafter, the shareholders will elect directors to hold office
until the next annual meeting. Each director will hold office for a term for
which said director is elected until said director's successor will have been
qualified and elected, said director's prior resignation, said director's
removal from office or said director's death.
4
Section 7. Vacancies. Any vacancy occurring in the Board of Directors will be
filled by the affirmative vote of a majority of the shareholders or of the
remaining directors even though less
than a quorum of the Board of Directors. A director elected to fill a vacancy
will hold office only until the next election of directors by the shareholders.
Section 8. Removal and Resignation of Directors. At a meeting of shareholders
called expressly for that purpose, any director or the entire Board of
Directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
A director may resign at any time by delivering written notice to the Board of
Directors or its chairman or to CREDEX Corporation by and through one of its
officers. Such a resignation is effective when the notice is delivered unless a
later effective date is specified in said notice.
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 the directors present at a meeting at which a quorum is
present will be the act of the Board of Directors.
Section 10. Executive and Other Committees. A resolution, adopted by a majority
of the full Board of Directors, may designate from among its members an
executive committee and/or other committee(s) which will have and may exercise
all the authority of the Board of Directors to the extent provided in such
5
resolution, except as is provided by law. Each committee must have two or more
members who serve at the pleasure of the Board of Directors. The board may, by
resolution adopted by a majority of the full Board of Directors, designate one
or more directors as alternate members of any such committee who may act in the
place and instead of any absent member or members at any meeting of such
committee.
Section 11. Place of Meeting. Special or regular meetings of the Board of
Directors will be held within or without the State of Florida.
Section 12. Notice, Time and Call of Meetings. Regular meetings of the Board of
Directors will be held without notice on such dates as are designated by the
Board of Directors. Written notice of the time and place of special meetings of
the Board of Directors will be given to each director by either personal
delivery, telegram or cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of
a director at a meeting will constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted nor the purpose of, regular or special
meetings of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting will be given to the directors who were not
6
present at the time of the adjournment.
Meetings of the Board of Directors may be called by the Chairman of the Board,
the President of CREDEX Corporation or any two directors.
Members of the Board of Directors may participate in a meeting of such board by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action to be so taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board
or of the committee. Such consent will have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of CREDEX Corporation will consist of a
president, a vice president, a secretary and a treasurer, each of whom will be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the same
person.
Section 2. Duties. The officers of CREDEX Corporation will have the following
duties:
The President will be the chief executive officer of CREDEX Corporation, who
generally and actively manages the business and affairs of CREDEX Corporation
subject to the directions of the Board of Directors. Said officer will preside
at all meetings of the shareholders and Board of Directors.
The Vice President will, in the event of the absence or inability of the
7
President to exercise his office, become acting president of the organization
with all the rights, privileges and powers as if said person had been duly
elected president.
The Secretary will have custody of, and maintain all of the corporate records
except the financial records. Furthermore, said person will record the minutes
of all meetings of the shareholders and Board of Directors, send all notices of
meetings and perform such other duties as may be prescribed by the Board of
Directors or the President. Furthermore, said officer shall be responsible for
authenticating records of CREDEX Corporation.
The Treasurer shall retain custody of all corporate funds and financial records
maintain full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal and Resignation of Officers. An officer or
agent elected or appointed by the Board of Directors may be removed by the Board
of Directors whenever in the Board's judgment the best interests of CREDEX
Corporation will be served thereby.
Any officer may resign at any time by delivering notice to CREDEX Corporation.
Said resignation is effective upon delivery unless the notice specifies a later
effective date.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of share(s) in CREDEX Corporation will be
entitled to have a certificate representing all share(s) to which he is holder.
No certificate representing share(s) will be issued until such share(s) is/are
fully paid.
8
Section 2. Form. Certificates representing share(s) in CREDEX Corporation will
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and will be sealed with the seal of CREDEX Corporation.
Section 3. Transfer of Stock. CREDEX Corporation will register a stock
certificate presented for transfer if the certificate is properly endorsed by
the holder of record or by his duly authorized agent.
Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder claims
that a stock certificate representing shares issued and recorded by CREDEX
Corporation has been lost or destroyed, a new certificate will be issued to
said shareholder, provided that said shareholder presents an affidavit claiming
the certificate of stock to be lost, stolen or destroyed. At the discretion of
the Board of Directors, said shareholder may be required to deposit a bond or
other indemnity in such amount and with such sureties, if any, as the board may
require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. CREDEX 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 in place of the Board of Directors on behalf of CREDEX Corporation.
Furthermore, CREDEX Corporation shall maintain accurate accounting records.
Furthermore, CREDEX Corporation shall maintain the following:
(i) 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;
(ii) CREDEX Corporation's Articles or Restated Articles of Incorporation and
all amendments thereto currently in effect;
9
(iii)CREDEX Corporation's Bylaws or Restated Bylaws and all amendments thereto
currently in effect;
(iv) 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;
(v) The minutes of all shareholders' meetings and records of all actions
taken by shareholders without a meeting for the past 3 years;
(vi) Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years including the
financial statements furnished for the past 3 years to shareholders as may be
required under Florida Law;
(vii) A list of the names and business street addresses of CREDEX
Corporation's current directors and officers; and
(viii) A copy of CREDEX Corporation's most recent annual report delivered to
the Department of State.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form.
Section 2. Shareholder's Inspection Rights. A shareholder of CREDEX Corporation
(including a beneficial owner whose shares are held in a voting trust or a
nominee on behalf of a beneficial owner) may inspect and copy, during regular
business hours at CREDEX Corporation's principal office, any of the corporate
records required to be kept pursuant to Section 1, of this Article of these
Bylaws, if said shareholder gives CREDEX Corporation written notice of such
demand at least 5 business days before the date on which the shareholder wishes
to inspect and copy. The foregoing right of inspection is subject however to
such other restrictions as are applicable under Florida Law, including, but not
limited to, the inspection of certain records being permitted only if the
demand for inspection is made in good faith and for a proper purpose (as well
as the shareholder
10
describing with reasonable particularity the purpose and
records desired to be inspected and such records are directly connected with
the purpose).
Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, CREDEX
Corporation shall furnish the shareholders annual financial statements which
may be consolidated or combined statements of CREDEX 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 flow for that year. If financial statements are prepared 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 on by a public accountant, said accountant's report shall accompany
said statements. If said annual financial statements are not reported on by a
public accountant, then the statements shall be accompanied by a statement of
the president or the person responsible for CREDEX Corporation's accounting
records (a) 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
(b) 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 annual financial statements shall be mailed to each shareholder of
CREDEX Corporation within 120 days after the close of each fiscal year or
within such additional time as is reasonably necessary to enable CREDEX
Corporation to prepare same, if, for reasons beyond CREDEX Corporation's
control, said annual financial statement cannot be prepared within the
prescribed period.
Section 4. Other Reports to Shareholders. CREDEX Corporation shall report any
indemnification or advanced expenses to any director, officer, employee, or
agent (for indemnification relating to litigation or threatened litigation) in
writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting if the indemnification or
11
advance occurs after the giving of such notice but prior to the time such
meeting is held, which 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.
Additionally, if CREDEX Corporation issues or authorizes the issuance of shares
for promises to render services in the future, CREDEX Corporation shall report
in writing to the shareholders the number of shares authorized or issued and
the consideration received by CREDEX Corporation, with or before the notice of
the next shareholders' meeting.
ARTICLE VI. DIVIDENDS
The Board of Directors of CREDEX Corporation may, from time to time declare
dividends on its shares in cash, property or its own shares, except when CREDEX
Corporation is insolvent or when the payment thereof would render CREDEX
Corporation insolvent, subject to Florida Law.
ARTICLE VII. CORPORATE SEAL
The Board of Directors will provide a corporate seal which will be in circular
form embossing in nature and stating "Corporate Seal", "Florida", year of
incorporation and name of said corporation.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and altered, amended or new
Bylaws may be adopted by a majority vote of the full Board of Directors.
Adapted as the initial by-laws of the corporation by the sole director on
October 30, 2005.
12