ASSIGNMENT AND ASSUMPTION OF COAL AGREEMENT
This
Assignment and Assumption of Coal Agreement made and entered into as of this
31st day
of March, 2010, by and between JBM Energy Company, LLC (“JBM”), Future Gas
Holdings, Ltd (“Assignor”), and Teen Glow Makup, Inc., a corporation organized
under the laws of the State of Nevada, (“Assignee”),
WITNESSETH:
WHEREAS,
JBM and Assignor did enter into a Coal Buy and Sell Agreement dated as of
February 4, 2010, whereunder Assignor agrees to purchase all coal mineral rights
owned by JBM under certain real property located in ▇▇▇▇▇▇ Basin County, Montana
(hereinafter referred to as the “Coal Agreement”), and
WHEREAS,
Assignor desires to transfer and assign all of its rights and obligations under
said Coal Agreement to Assignee, and Assignee desires to acquire such rights and
assume all obligations of the Assignor under said Coal Agreement,
NOW,
THEREFORE, in consideration of the mutual covenants and conditions hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
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1.
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ASSIGNMENT AND
ASSUMPTION
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Assignor
hereby assigns, transfers and conveys to Assignee all of Assignor’s rights,
interests, obligations and liabilities under said Coal Agreement. Assignee
hereby accepts the above assignment, transfer and conveyance, and hereby agrees
to assume, to abide by, to be responsible for and to perform, all obligations,
covenants, representations, warranties and other commitments made by Assignor
under all terms and conditions of said Coal Agreement.
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2.
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REPRESENTATIONS AND
WARRANTIES OF BUYER
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Assignee
hereby makes the following representations and warranties to JBM which shall be
deemed to be incorporated by reference as part of said Coal Agreement and made a
part thereof:
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a.
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Buyer
was organized as a corporation under the laws of Nevada on August 7, 2007.
A copy of its certificate of incorporation, and all amendments thereto, is
attached hereto as Exhibit 3 and by reference made a part hereof. Buyer is
qualified to do business in the following states:
Nevada.
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b.
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A
copy of the Buyer’s current Bylaws as amended is attached hereto as
Exhibit 4 and by reference made a part
hereof.
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c.
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A
list of the names and addresses of the Buyer’s Directors and Officers is
attached hereto as Exhibit 5 and by reference made a part
hereof.
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d.
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Buyer
is authorized to issue 75,000,000 shares of common stock and 0 shares of
preferred stock. The total outstanding stock of Buyer consists of the
following: 8,627,000 shares of common voting stock and 0 shares of
preferred, if any. There is a total of _____________stockholders owning
stock in the Buyer.
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e.
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There
are no stock options, warrants or other stock rights outstanding except
those set forth in Exhibit 6 attached hereto and by reference made a part
hereof.
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f.
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Attached
hereto as Exhibit 7 and by reference made a part hereof are true and
correct copies of the financial statements of Buyer since its
incorporation which represent the true and correct financial condition and
transactions of Buyer for the respective
period.
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g.
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Buyer
is in good standing under the laws of Nevada and has the power to own its
properties and to carry on its business as it is now being
conducted.
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h.
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There
are no liabilities and there is no indebtedness of Buyer which, in any
way, would impair the right of Buyer to enter into this Coal Agreement or
to perform under it.
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i.
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There
are no pending of threatened actions, suits, proceedings or investigations
against or affecting Buyer, at law or in equity, before any federal, state
or local court, board or other governmental or administrative agency,
except as listed in Exhibit 8 attached hereto and by reference made a part
hereof.
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j.
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Buyer
is not in violation of any law, regulation or rule, or of any writ,
judgment, injunction, order or decree of any court or government
authority.
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k.
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Buyer
has the requisite authority to execute, deliver and perform this Coal
Agreement and all other agreements or instruments to be executed by Buyer
pursuant to this Coal Agreement. This Coal Agreement constitutes, and such
other agreements and instruments will constitute, the legal, valid and
binding obligation of Buyer which are or will be enforceable against Buyer
in accordance with their respective
terms.
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l.
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The
execution, delivery and performance of the Coal Agreement will not result
in the violation of any statute, regulations, judgment, writ, injunction
or decree of any court or other
agency.
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m.
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The
representations and warranties contained in this Paragraph 2 shall be
true, on and as of the closing date, with the same force and effect as
though made on and as of the closing date, and shall survive and remain in
effect following the closing date.
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3.
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NOTICE TO
BUYER
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Pursuant
to paragraph 14 of said Coal Agreement, notices to Buyer should be addressed as
follows:
▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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4.
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ACCEPTANCE OF
ASSIGNMENT AND ASSUMPTION
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JBM
hereby agrees to and accepts this Assignment and Assumption of Coal
Agreement.
Executed
as of this 31st day
of March, 2010.
JBM
Energy Company,
LLC Teen
Glow Makup, Inc.
A
Delaware Limited Liability
Company A
Nevada Corporation
By:
___________________ By:
_____________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇,
▇▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Sole
Manager
Director
Future
Gas Holdings, Ltd
A Nevis
Limited Liability Company
By: _____________________
▇▇▇▇▇
▇▇▇▇
Director
EXHIBIT
3
▇▇▇▇
▇▇▇▇▇▇
Secretary
of State
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Filed
in the office of
/s/ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
Secretary
of State
Filed
08/07/2007 7:07AM
E0566232007-1
ARTICLES
OF INCORPORATION
(PURSUANT
TO NRS 78)
1. Name
of Corporation: TEEN GLOW MAKEUP,
INC.
2. Resident
Agent Name
and
Street Address: Nevada
Corporation Services Ltd.
▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
3. Shares: 75,000,000 Par
value: $0.001
4. Names
& Addresses
of
Board of Directors/
Trustees: ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
5. Purpose:
(optional)
6. Names,
Address
and
Signature
of
Incorporator: Nevada
Corporation Services Ltd.
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
7. Certificate
of
Acceptance
of
Appointment
of
Resident
Agent: I
hereby accept appointment as Resident Agent
for
the above-named corporation.
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇ August
6, 2007
-------------------- --------------
Authorized
Signature Date
of
R.A. or On Behalf of
R.A.
Company
EXHIBIT
4
Bylaws
of
a
Nevada Corporation
ARTICLE I -
OFFICES
The
registered office of the Corporation in the State of Nevada shall be located in
the City and State designated in the Articles of Incorporation. The Corporation
may also maintain offices at such other places within or without the State of
Nevada as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETTNG OF
STOCKHOLDERS
Section 1 –
Annual Meetings:(Chapter
78.310)
The
annual meeting of the Stockholders of the Corporation shall be held at the time
fixed, from time to time, by the Directors.
Section 2 –
Special Meetings:(Chapter
78.310)
Special
meeting of the Stockholder may be called by the Board of Directors or such
person or persons authorized by the Board of Directors and shall be held within
or without the State of Nevada.
Section 3 –
Place of Meetings:(Chapter
78.310)
Meetings
of Stockholders shall be held at the registered office of the Corporation, or at
such other places, within or without the State of Nevada as the Directors may
from time to time fix. If no designation is made, the meeting shall be held at
the Corporation's registered office in the state of Nevada.
Section 4 –
Notice of Meetings:(Section 78.370)
(a)
Written or printed notice of each meeting of Stockholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called shall be served either personally or by mail, by or
at the direction of the president, the secretary, or the officer or the person
calling the meeting, not less than ten or more than sixty days before the date
of the meeting, unless the lapse of the prescribed time shall have been waived
before or after the taking of such action, upon each Stockholder of record
entitled to vote at such meeting, and to any other Stockholder to whom the
giving of notice may be required by law. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, addressed do the
Stockholder as it appears on the share transfer records of the Corporation or to
the current address, which a Stockholder has delivered to the Corporation in a
written notice.
(b)
Further notice to a Stockholder is not required when notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to him or her during the period between those
two consecutive annual meetings; or all, and at least two payments sent by
first-class mail of dividends or interest on securities during a l2-month period
have been mailed addressed to him or her at his or her address as shown on the
records of the Corporation and have been returned undeliverable.
Section 5 -
Quorum:(Section
78.320)
(a)Except
as otherwise provided herein, or by law, or in the Articles of Incorporation
(such Articles and any amendments thereof being hereinafter collectively
referred to as the "Articles of Incorporation"), a quorum shall be present at
all meetings of Stockholders of the Corporation, if the holders of a majority of
the shares entitled to vote on that matter are represented at the meeting in
person or by proxy.
(b) The
subsequent withdrawal of any Stockholder from the meeting, after the
commencement of a
meeting,
or the refusal of any Stockholder represented in person or by proxy to vote,
shall have no
effect on
the existence of a quorum, after a quorum has been established at such
meeting.
(c)
Despite the absence of a quorum at any meeting of Stockholders, the Stockholders
present may
adjourn
the meeting.
Section 6 -
Voting and Acting:(Section
78.320 & 78.350)
(a)
Except as otherwise provided by law, the Articles of lncorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy at
a meeting of Stockholders at which a quorum is present, shall be the act of the
Stockholders of the Corporation.
(b)
Except as otherwise provided by statute, the Certificate of Incorporation, or
these bylaws, at each meeting of Stockholders, each Stockholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) Where
appropriate communication facilities are reasonably available, any or all
Stockholders shall have the right to participate in any Stockholders' meeting,
by means of conference telephone or
any means
of communications by which all persons participating in the meeting are able to
hear each
other.
Section 7 -
Proxies:(Section
78.355)
Each
Stockholder entitled to vote or to express consent or dissent without a meeting,
may do so either in person or by proxy, so long as such proxy is executed in
writing by the Stockholder himself, his authorized officer, director, employee
or agent or by causing the signature of the stockholder to be affixed to the
writing by any reasonable means, including, but not limited to, a facsimile
signature, or by his attorney-in-fact there unto duly authorized in writing.
Every proxy shall
be revocable at will unless the proxy
conspicuously states that it is irrevocable and the proxy is coupled with an
interest. A telegram, telex, cablegram, or similar transmission by the
Stockholder, or a photographic, photostatic, facsimile, shall be treated as a
valid proxy, andtreated as
a substitution of the original proxy, so long as such transmission is a complete
reproduction executed by the Stockholder. If it is determined that the telegram,
cablegram or other electronic transmission is valid, the persons appointed by
the Corporation to count the votes of Stockholders and determine the validity of
proxies and ballots or other persons making those determinations must specify
the information upon which they relied. No proxy shall be valid after the
expiration of six months from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the records of the Corporation. If any
Stockholder designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if one is present, then that one has
and may exercise all of the powers conferred by the Stockholder upon all of the
persons so designated unless the Stockholder provides
otherwise.
Section 8 -
Action Without a Meeting:(Section 78.320)
Unless
otherwise provided for in the Articles of Incorporation of the Corporation, any
action to be taken at any annual or special Stockholders' meeting, maybe taken
without a meeting, without prior notice and without a vote if written consents
are signed by a majority of the Stockholders of the Corporation, except however
if a different proportion of voting power is required by law, the Articles of
Incorporation or these Bylaws, than that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the Stockholders of the Corporation
ARTICLE III - BOARD OF
DIRECTORS
Section 1 –
Number, Term, Election and Qualifications:(Section 78.115,
78.330)
(a)The
first Board of Directors and all subsequent Boards of the Corporation shall
consist of not less
than I
nor more than 10, unless and until otherwise determined by vote of a majority of
the entire Board of Directors. The Board of Directors or Stockholders all have
the power, in the interim between annual and special meetings of the
Stockholders, to increase or decrease the number of Directors of the
Corporation. A Director need not be a Stockholder of the Corporation unless the
Certificate of lncorporation of the Corporation or these Bylaws so
require.
(b)
Except as may otherwise be provided herein or in the Articles of lncorporation,
the members of the Board of Directors of the Corporation shall be elected at the
first annual Stockholders' meeting and at each annual meeting thereafter, unless
their terms are staggered in the Articles of Incorporation of the Corporation or
these Bylaws, by a plurality of the votes cast at a meeting of Stockholders, by
the holders of shares entitled to vote in the election.
(c) The
first Board of Directors shall hold office until the first meeting of
Stockholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of Directors. Thereinafter, Directors
will be elected at the annual meeting of Stockholders and shall hold office
until the annual meeting of the Stockholders next succeeding his election,
unless their terms are staggered in the Articles of Incorporation of the
Corporation (so long as at least one - fourth in number of the Directors of the
Corporation are elected at each annual Stockholders' meeting) or
these
Bylaws,
or until his prior death, resignation or removal. Any Director may resign at any
time upon written or verbal notice of such resignation to the
Corporation.
(d)
All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or classes of Directors are greater than or less than that
of any other individual Directors or classes of Directors, and the different
voting powers may be stated in the Articles of Incorporation or may be dependent
upon any fact or event that may be ascertained outside the Articles of
Incorporation if the manner in which the fact or event may operate on those
voting powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that any Directors have voting power greater than or less
than other Directors of the Corporation, every reference in these Bylaws to a
majority or other proportion of Directors shall be deemed to refer to a majority
or other proportion of the voting power of all the Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section2 –
Duties and Powers:(Section
78.120)
The Board
of Directors shall be responsible for the control and management of the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except such as those stated under Nevada state law,
are in the Articles of Incorporation or by these Bylaws, expressly conferred
upon or reserved to the Stockholders or any other person or persons named
therein.
Section3 –
Regular Meetings; Notice:(Section 78.310)
(a)A
regular meeting of the Board of Directors shall be held either within or without
the State of Nevada
at such
time and at such place as the Board shall fix.
(b) No
notice shall be required of any regular meeting of the Board of Directors and,
if given, need not specify the purpose of the meeting; provided, however, that
in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4 -
Special Meetings; Notice:(Section 78.310)
(a)
Special meetings of the Board of Directors shall be held at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
(b)
Except as otherwise required statute, written notice of special meetings shall
be mailed directly to each Director, addressed to him at his residence or usual
place of business, or delivered orally, with sufficient time for the convenient
assembly of Directors thereat, or shall be sent to him at such place by
telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purposes or purposes of the
meeting.
(c) Notice of any special meeting shall
not be required to be given to any Director who shall attend such meeting without protesting prior
thereto or at its commencement, the lack of notice to him, or who submits a
signed waiver of notice, whether before or after the meeting. Notice of any
adjourned
meeting
shall not be required to be given.
Section5 -
Chairperson:
The
Chairperson of the Board if any and if present, shall preside at all meetings of
the Board of Directors. If there shall be no Chairperson, or he or she shall be
absent, then the President shall preside, and in his absence, any other director
chosen by the Board of Directors shall preside.
Section 6 –
Quorum and Adjournments:(Section 78.315)
(a)At all
meetings of the Board of Directors, or any committee thereof, the presence of a
majority of the entire Board, or such committee thereof, shall constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation, or these Bylaws.
(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at 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 who were present at the adjourned
meeting.
Section 7 –
Manner of Acting:(Section
78.315)
(a) At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b)
Except as otherwise provided by law, by the Articles of Incorporation, or these
bylaws, action approved by a majority of the votes of the Directors present at
any meeting of the Board or any committee thereof, at which a quorum is present
shall be the act of the Board of Directors or any committee
thereof.
(c) Any
action authorized in writing made prior or subsequent to such action, by all of
the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of
Directors,
or any committee thereof, and have the same force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the Board or committee
for all purposes.
(d) Where
appropriate communications facilities are reasonably available, any or all
directors shall have the right to participate in any Board of Directors meeting,
or a committee of the Board of Directors meeting, by means of conference
telephone or any means of communications by which all persons participating in
the meeting are able to hear each other.
Section 8 –
Vacancies: (Section 78.335)
(a) Unless otherwise provided for by
the Articles of lncorporation of the Corporation, any vacancy in the Board of
Directors occurring by reason of an increase in the number of directors, or by
reason of the death, resignation, disqualification, removal or inability to act
of any director, or other cause, shall be filled by an affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board or
by a sole remaining Director, at any regular meeting or special meeting of the Board of
Directors called for that purpose except whenever the Stockholders of any class
or classes or series thereof are entitled to elect one or more Directors by the
Certificate of Incorporation of the Corporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof then in office,
or by a sole remaining Directors so elected.
(b)
Unless otherwise provided for by law, the Articles of Incorporation or these
Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 –
Resignation:(Section
78.335)
A
Director may resign at any time by giving written or verbal notice of such
resignation to the Corporation.
Section 10-
Removal:(Section
78.335)
Unless
otherwise provided for by the Articles of Incorporation, one or more or all the
Directors of the Corporation may be removed with or without cause at any time by
a vote of two-thirds of the Stockholders entitled to vote thereon, at a special
meeting of the Stockholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient o elect him or her. If a Director was elected by a voting group of
Stockholders, only the Stockholders of that voting group may participate in the
vote to remove that Director.
Section 11-
Compensation:(Section
78.140)
The Board
of Directors may authorize and establish reasonable compensation of the
Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the
Board.
Section 12-
Committees:(Section
78.125)
Unless
otherwise provided for by the Articles of Incorporation of the Corporation, the
Board of
Directors, may from time to time
designate from among its members one or more committees, and alternate members
thereof, as they deem desirable, each consisting of one or more members with
such powers and authority (to the extent permitted by law and these Bylaws) as
may be provided in such resolution. Unless the Articles of Incorporation or
Bylaws state otherwise, the Board of Directors may appoint natural persons who
are not Directors to serve on such committees authorized herein. Each such
committee shall serve at the pleasure of the Board and, unless otherwise stated
by law, the Certificate of lncorporation of the Corporation or these Bylaws,
shall be governed by the rules and regulations stated herein regarding
the Board of Directors.
ARTICLE IV –
OFFICERS
Section 1 –
Number, Qualifications, Election and Term of Office:(Section 78.130)
(a) The
Corporation's officers shall have such titles and duties as shall be stated in
these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b) The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
Stockholders.
(c) Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been duly
elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
Section 2 -
Resignation:
Any
officer may resign at any time by giving written or verbal notice of such
resignation to the Corporation.
Section 3 -
Removal:
Any
officer elected by the Board of Directors may be removed, either with or without
cause, and a successor elected by the Board at any time, and any officer or
assistant another officer, if appointed by another officer, may likewise be
removed by such officer.
Section 4 -
Vacancies:
(a) A
vacancy, however caused, occurring in the Board and any newly created
Directorship resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
Section 5 -
Bonds:
The
Corporation may require any or all of its officers or Agents to post a bond, or
otherwise, to the Corporation for the faithful performance of their positions or
duties.
Section 6 -
Compensation:
The
compensation of the officers of the Corporation shall be fixed from time to time
by the Board of Directors.
ARTICLE V - SHARES OF
STOCK
Section 1 –
Certificate of Stock:(Section 78.235)
(a) The
shares of the Corporation shall be represented by certificates or shall be
uncertificated shares.
(b)
Certificated shares of the Corporation shall be signed, (either manually or by
facsimile), by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock but its transfer agent
and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If 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.
(c) If
the Corporation issues uncertificated shares as provided for in these Bylaws,
within a reasonable time after the issuance or transfer of such uncertificated
shares, and at least annually thereafter, the Corporation shall send the
Stockholder a written statement certifying the number of shares owned by such
Stockholder in the Corporation.
(d)
Except as otherwise provided by law, the rights and obligations of the holders
of uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
Section2
– Lost or Destroyed Certificates (Section 104.8405)
The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if the owner:
(a) so
requests before the Corporation has notice that the shares have been acquired by
a bona fide purchaser,
(b) files
with the Corporation a sufficient indemnity bond; and
(c)
satisfies such other requirements, including evidence of such loss, theft or
destruction, as may be imposed by the Corporation.
Section 3 –
Transfer of Shares:(Section 104.84011, 104.8406 &
104.8416)
(a) Transfers or registration of
transfers of shares of the Corporation shall be made on the stock transfer books
of the Corporation by the registered holder thereof, or by his attorney
duly authorized by a
written power of attorney; and in the case of shares represented by
certificates, only after the surrender to the Corporation of the certificates
representing such shares with such shares properly endorsed, with such evidence
of the authenticity of such endorsement, transfer, authorization and other
matters as the Corporation may reasonably require, and the payment of all stock
transfer taxes due thereon.
(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 –
Record Date:(Section
78.215 & 78.350)
(a) The
Board of Directors may fix, in advance, which shall not be more than sixty days
before the meeting or action requiring a determination of Stockholders, as the
record date for the determination of Stockholders entitled to receive notice of,
or to vote at, any meeting of Stockholders, or to consent to any proposal
without a meeting, or for the purpose of determining Stockholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for
Stockholders entitled to notice of meeting shall be at the close of business on
the day preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held or if notice is waived at the close of
business on the day before the day on which the meeting is held.
(b) The
Board of Directors may fix a record date, which shall not precede the date upon
which the resolution fixing the record date is adopted for Stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights of Stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action.
(c) A
determination of Stockholders entitled to notice of or to vote at a
Stockholders` meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned
meeting.
Section 5 –
Fractions of Shares/Scrip:(Section 78.205)
The Board
of Directors may authorize the issuance of certificates or payment of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the holder to exercise voting rights, receive dividends and
participate in any assets of the Corporation in the event of liquidation, in
proportion to the fractional holdings; or it may authorize the payment in case
of the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance, subject
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the manual or facsimile signature of an officer or agent of the
Corporation or its agent for that purpose, exchangeable as therein provided for
occupied shares, but such scrip shall not entitle the holder to any rights of
Stockholder, except as therein provided. The scrip may contain any provisions or
conditions that the Corporation deems advisable. If a scrip ceases to be
exchangeable or full share certificates, the shares that would otherwise have
been issuable as provided on the scrip are deemed to be treasury shares unless
the scrip contains other provisions for their disposition.
ARTICLE VI -
DIVIDENDS
(Section
78.215 & 78.288)
(a)
Dividends may be declared and paid out of any funds available therefore, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's Stockholders or to the Stockholders of one or more classes or
series.
(b)
Shares of one class or series may not be issued as a share dividend to
Stockholders of another class or series unless:
(i) so
authorized by the Articles of Incorporation;
(ii) a
majority of the Stockholders of the class or series to be issued approve the
issue; or there are no outstanding shares of the class or series of shares that
are authorized to be issued.
ARTICLE VII - FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed, and shall be subject to change by
the Board of
Directors
from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE
SEAL
(Section
78.065)
The
corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate document is not necessary and the lack
thereof shall not in any way affect the legality of a corporate
document.
ARTICLE IX –
AMENDMENTS
Section 1 - By
Stockholders:
All
Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the Stockholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 2 -
By Directors:(Section
78.120)
The Board
of Directors shall have power to make, adopt, alter, amend and repeal, from time
to time, Bylaws of the Corporation.
ARTICLE X - WAIVER OF
NOTICE:
(Section
78.375)
Page l0
of 12
Whenever
any notice is required to be given by law, the Articles of Incorporation or
these Bylaws, a written waiver signed by the person or persons entitled to such
notice, whether before or after the meeting by any person, shall constitute a
waiver of notice of such meeting.
ARTICLE XI - INTERESTED
DIRECTORS:
(Section
78.140)
No
contract or transaction shall be void or voidable if such contact or transaction
is between the corporation and one or more of its Directors or Officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its Directors or Officers, are
directors or officers, or have a financial interest, when such Director or
Officer is present at or participates in the meeting of the Board, or the
committee of the Stockholders which authorizes the contact or transaction or
his, her or their votes are counted for such purpose, if :
(a) the
material facts as to his, her or their relationship or interest and as to the
contract or
Transaction
are disclosed or are known to the Board of Directors or the committee and are
noted in the minutes of such meeting, and the Board or committee in good faith
authorizes the contact or transaction by the affirmative votes of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum; or
b) the
material facts as to his, her or their relationship or relationships or interest
or interests and as to the contract or transaction are disclosed or are known to
the Stockholders entitled thereon, and the contract or transaction is
specifically approved in good faith by vote Stockholders; or
(c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee of the
Stockholders; or
(d) the
fact of the common directorship, office or financial interest is not disclosed
or known to the Director or Officer at the time the transaction is brought
before the Board of Directors of the Corporation for such action.
Such
interested Directors may be counted when determining the presence of a quorum at
the Board of Directors' or committee meeting authorizing the contact or
transaction.
ARTICLE
XII - ANNUAL LIST OF OFFICERS, DIRECTORS
AND REGISTERED
AGENT:
(Section
78.150 & 78.165)
The
Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
corporation.
CERTIFICATE OF
OFFICER
This is
to Certify that I am a duly elected, qualified and acting officer
of:
And that
the attached and foregoing Bylaws, constituting a true original copy were duly
accepted as the bylaws of said corporation, by the directors of said corporation
on August 13, 2007.
In
witness whereof, I have hereunto set my hand.
Dated:
August 13, 2007
/S/ ▇▇▇▇▇
▇▇▇▇▇▇▇
Authorized Officer
EXHIBIT
5
Officers
President
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NV
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89449
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