BY-LAWS
-------
OF
--
Cemreil Group, Inc.
-------------------
A DELAWARE CORPORATION
----------------------
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
--------------------------------------------------
Section 1. The registered office of the corporation in the State of
Delaware shall be at 25 Greystone Manor, in the city of Lewes, County of Sussex.
The registered agent in charge thereof shall be Harvard Business Services, Inc.
Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time designate, in any State or Country
around the world.
ARTICLE II - SEAL
-----------------
Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware"
ARTICLE III - STOCKHOLDERS' MEETINGS
------------------------------------
Section 1. Meetings of Stockholders may be held at any place, either within
------------------------
or without the State of Delaware and the USA, as may be selected from time to
time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders shall be
---------------
held on the second day of January of each year if not on a legal holiday, and if
a legal holiday, then on the next secular day following at 9 o'clock a.m., when
they shall elect Directors and transact such other business as may properly be
brought before the meeting. If the annual meeting for the election of directors
is not held on the date designated, the directors shall cause the meeting to be
held on another date, at their convenience.
Section 3. Election of Directors: Elections of the Directors of the
-----------------------
corporation need not be by written ballot, in accordance with the Delaware
Corporation Law.
Section 4. Special Meetings: Special meetings of the stockholders may be
-----------------
called at any time by the president, or the Board of Directors, or stockholders
entitled to cast at least one-fifth of the votes which all stockholders are
entitled to cast at the particular meeting. Upon written request of any person
or persons who have duly called a special meeting, it shall be the duty of the
secretary to fix the date,place and time of the meeting, to be held not more
than thirty days after the receipt of the request, and to give due notice
thereof to all the persons entitled to vote at the meeting
Business at all special meetings shall be confined to the objects stated in
the call and the matters germane thereto, unless all stockholders entitled to
vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place of the meeting, and the object thereof, shall be given to each stockholder
entitled to vote at least 15 days prior, unless a greater period of notice is
required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding shares of the corporation
------
entitled to vote, represented in a person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a majority of the outstanding shares
entitled to vote is represented at a meeting, a majority of the shares so
represented, may adjourn the meeting at anytime without further notice. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a meeting of
-------
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after one year from its
date, unless the proxy provides for a longer period, as allowable by law.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally. All proxies shall
be filed with the Secretary of the meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are required or
-------------------
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.
Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.
Section 8. Consent In Lieu of Meetings: Any action required to be taken at
---------------------------
any annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
Section 9. List of Stockholders: The officer who has charge of the stock
---------------------
ledger of the corporation shall prepare and make, at least ten days before every
meeting arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
No share of stock of which any installment is due and unpaid shall be voted at
any meeting. The list shall not be open to the examination of any stockholder,
for any purpose, except as required by Delaware law. The list shall be kept
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
----------------------
Section 1. The business and affairs of this corporation shall be managed by
its Board of Directors. The Board of Directors shall consist of members, unless
and until this number is changed by an amendment to this article. Each director
shall be elected for a term of one year, and until his successor shall qualify
or until his earlier resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board of Directors
-----------------
shall be held without notice according to the schedule of the regular meetings
of the Board of Directors which shall be distributed to each Board member at the
first meeting each year. The regular meetings shall be held either at the
registered office of the corporation, or at such other place as shall be
determined by the Board. Regular meetings, in excess of the one Annual meeting
(Art. III Sec. 2) shall not be required if deemed unnecessary by the Board.
Section 3. Special Meetings: Special meetings of the Board of Directors may
----------------
be called by the Chairman of the Board of Directors on 5 days notice to all
directors, either personally or by mail, courier service, E-Mail or telecopy;
special meetings may be called by the President or Secretary in like manner and
on like notice by written request to the Chairman of the Board of Directors.
-2-
Section 4. Quorum: A majority of the total number of directors shall
------
constitute a quorum of any regular or special meetings of the Directors for the
transaction of business.
Section 5. Consent of Lieu of Meeting: Any action required or permitted to
--------------------------
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee. The Board of
Directors may hold its meetings, and have an office or offices anywhere in the
world, within or outside of the state of Delaware.
Section 6. Conference Telephone: Directors may participate in a meeting of
--------------------
the Board, of a committee of the Board or of the stockholders, by means of voice
conference telephone or video conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in this manner shall constitute presence in person at
such meeting.
Section 7. Compensation: Directors as such shall not receive any stated
------------
salary for their services, but by resolution of the Board, a fixed sum per
meeting and any expenses of attendance, may be allowed for attendance at each
regular or special meeting of the Board. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefore.
Section 8. Removal: A director may be removed, with or without cause, by
-------
the holders of a majority of the shares then entitled to vote at an election of
directors, in accordance with the laws of Delaware.
ARTICLE V - OFFICERS
--------------------
Section 1. The executive officers of the corporation shall be chosen by the
Board of Directors. They shall be President, Secretary, Treasurer, one or more
Vice Presidents and such other officers as the Board of Directors shall deem
necessary. The Board of Directors may also choose a Chairman from among it's own
members. Any number of offices may be held by the same person.
Section 2. Salaries: Salaries of all officers and agents of the corporation
--------
shall be determined and fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall serve at
--------------
the pleasure of the Board of Directors and shall hold office until their
successors are chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of Directors whenever, in its
judgment, the best interest of the corporation will be served thereby
Section 4. President: The president shall be chief executive officer of the
---------
corporation; he shall preside at all meetings of the stockholders and directors;
he shall have general and active management of the business of the corporation.
He shall be EXOFFICIO a member of all committees, and shall have the general
power and duties of supervision and management, as defined by the Board of
Directors
Section 5. Secretary: The Secretary shall attend all sessions of the board
---------
and all meetings of the stockholders and act as clerk thereof , and record all
votes of the corporation and the minutes of all its transactions in a book to be
kept for that purpose, and shall perform like duties for all the committees of
the Board of Directors when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, and
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision shall be. He shall keep in safe custody the corporate
seal of the corporation, and when authorized by the Board, affix the same to any
instrument requiring it.
-3-
Section 6. Treasurer: The treasurer shall have custody of the corporate
---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall keep the moneys of
the corporation in a separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
ARTICLE VI - VACANCIES
----------------------
Section 1. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, shall be filed by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or cause, the corporation should have no
directors in office, then any officer or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders in accordance with the provisions of these by-laws.
Section 2. Resignations Effected at Future Date: When one or more directors
------------------------------------
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have resigned, shall have power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
-------------------------------
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours of business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its minute of
Stockholder meetings for the past two years. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office or at its principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC
-------------------------------------------------
Section 1. The stock certificates of the corporation shall be numbered and
registered in the Stock Transfer Ledger and transfer books of the corporation as
they are issued. They shall bear the corporate seal and shall be signed by the
President and the Secretary.
Section 2. Transfers: Transfers of the shares shall be made on the books of
---------
the corporation upon surrender of the certificates therefore, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with applicable law.
Section 3. Lost Certificate: The corporation may issue a new stock
-----------------
certificate in place of any certificate theretofore signed by it, alleged to
have been lost, stolen, or destroyed.
Section 4. Record Date: In order that the corporation may determine
------------
stockholders entitled to notice of or to vote at any meeting of stockholders on
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty days prior to any other action.
-4-
If no record date is fixed:
(a)The record date for determining stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if the notice is waived, at the
close of the business on the day next preceding the day on which the meeting is
held.
(b)The record date for which determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.
(c)The record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
(d)A determination of stockholders of record entitled to notice of or vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 5. Dividends: The Board of Directors may declare and pay dividends
---------
upon the outstanding shares of the corporation from time to time and to such
extent as they deem advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there may be set aside
--------
out of the net profits of the corporation such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining the property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created
ARTICLE IX - MISCELLANEOUS PROVISIONS
-------------------------------------
Section 1. Checks: All checks or demands for money and notes of the
------
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of
------------
January of every year, unless this section is amended according to Delaware Law.
Section 3. Notice: Whenever written notice is required to be given to any
------
person, it may be given to such a person, either personally or by sending a copy
thereof through the mail, or by telecopy (FAX), or by telegram, charges prepaid,
to his address appearing on the books of the corporation of the corporation, or
supplied by him to the corporation to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office for
transmission to such person. Such notice shall specify the place, day and hour
of meeting and, in the case of a special meeting of stockholders, the general
nature of business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is required by
----------------
statue, or by Certificate or the by-laws of this corporation a waiver thereof in
writing, signed by the person or persons entitled to such a notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Except in the case of a special meeting of stockholders,
neither the business to be transacted nor the purpose of the meeting need be
specified in the waiver of notice of such meeting. Attendance of a person either
in person or by proxy at any meeting shall constitute a waiver of notice of such
meeting, except where a person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was lawfully
convened.
-5-
Section 5. Disallowed Compensation: Any payments made to an officer or
------------------------
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the corporation to the full extent
of such disallowance. It shall be the duty of the directors, as a Board, to
enforce payment of each amount disallowed In lieu of payment by the officer or
employee, subject to the determination of the directors, proportionate amounts
may be withheld from his future compensation payments until the amount owed to
the corporation has been recovered.
Section 6. Resignations: Any director or other officer may resign at any
------------
time, such resignation to be in writing, and to take effect from the time of its
receipt by the corporation, unless some time to be fixed in the resignation and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - LIABILITY
---------------------
Section 1. The personal liability of the founders is limited to the amount
of money put into the corporation. Stockholder liability is limited to the stock
held in the corporation.
Section 2. The directors' liability is limited according to Article Five of
the certificate of incorporation, which state that it shall be limited to the
fullest extent of current Delaware Law.
ARTICLE XI - AMENDMENTS
-----------------------
Section 1. These by-laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting of
the stockholders, duly convened after notice to the stockholders of that
purpose.
*************
A signed copy of these by-laws shall be placed on file in the corporation's
main office as proof of the date of commencement of commercial activity of the
corporation.
*************
This is the initial form of the company by-laws as of the incorporation
formation date as listed in the company's Certificate of Incorporation.
Secretary
Xxxx Writer
Date: July 28, 2000
Corporate Seal:
