KETTLE RIVER GROUP INC. (aka Koala International Wireless Inc.)V
(Name of small business issuer in its charter)
EXHIBIT 3.2
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BYLAWS OF
KETTLE RIVER GROUP INC.
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CONTENTS OF INITIAL BYLAWS ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions. . . . . . . . 4
1.02 Registered Agent or Office--Requirement
of Filing Changes with Secretary of State. 4
1.03 Initial Business Office . . . . . . . . . . 4
1.04 Amendment of Bylaws . . . . . . . . . . . . 4
2.00 DIRECTORS AND DIRECTORS' MEETINGS
2.01 Action Without Meeting. . . . . . . . . . . 5
2.02 Telephone Meetings. . . . . . . . . . . . . 5
2.03 Place of Meetings . . . . . . . . . . . . . 5
2.04 Regular Meetings. . . . . . . . . . . . . . 5
2.05 Call of Special Meeting . . . . . . . . . . 5
2.06 Quorum. . . . . . . . . . . . . . . . . . . 6
2.07 Adjournment--Notice of Adjourned Meetings . 6
2.08 Conduct of Meetings . . . . . . . . . . . . 6
2.09 Powers of the Board of Directors. . . . . . 6
2.10 Board Committees--Authority to Appoint. . . 7
2.11 Transactions with Interested Directors. . . 7
2.12 Number of Directors . . . . . . . . . . . . 7
2.13 Term of Office. . . . . . . . . . . . . . . 7
2.14 Removal of Directors. . . . . . . . . . . . 8
2.15 Vacancies . . . . . . . . . . . . . . . . . 8
2.15(a) Declaration of Vacancy . . . . . . 8
2.15(b) Filling Vacancies by Directors . . 8
2.15(c) Filling Vacancies by Shareholders. 8
2.16 Compensation. . . . . . . . . . . . . . . . 9
2.17 Indemnification of Directors and Officers . 9
2.18 Insuring Directors, Officers, and Employees 9
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BYLAWS
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EXHIBIT 3.2
ARTICLE PAGE
3.00 SHAREHOLDERS' MEETINGS
3.01 Action Without Meeting . . . . . . . . . . 9
3.02 Telephone Meetings . . . . . . . . . . . . 9
3.03 Place of Meetings. . . . . . . . . . . . . 10
3.04 Notice of Meetings . . . . . . . . . . . . 10
3.05 Voting List. . . . . . . . . . . . . . . . 10
3.06 Votes per Share. . . . . . . . . . . . . . 11
3.07 Cumulative Voting. . . . . . . . . . . . . 11
3.08 Proxies. . . . . . . . . . . . . . . . . . 11
3.09 Quorum . . . . . . . . . . . . . . . . . . 11
3.09(a) Quorum of Shareholders. . . . . . . . . 11
3.09(b) Adjourn for Lack or Loss of Quorum. . . 12
3.10 Voting by Voice or Ballot. . . . . . . . . 12
3.11 Conduct of Meetings. . . . . . . . . . . . 12
3.12 Annual Meetings. . . . . . . . . . . . . . 12
3.13 Failure to Hold Annual Meeting . . . . . . 12
3.14 Special Meetings . . . . . . . . . . . . . 13
4.00 OFFICERS
4.01 Title and Appointment. . . . . . . . . . . 13
4.01(a) Chairman. . . . . . . . . . . . . 13
4.01(b) President . . . . . . . . . . . . 13
4.01(c) Vice President. . . . . . . . . . 14
4.01(d) Secretary . . . . . . . . . . . . 14
4.01(e) Treasurer . . . . . . . . . . . . 15
4.01(f) Assistant Secretary or
Assistant Treasurer. . . . 15
4.02 Removal and Resignation. . . . . . . . . . 15
4.03 Vacancies. . . . . . . . . . . . . . . . . 16
4.04 Compensation . . . . . . . . . . . . . . . 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments . . . . . 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares . . . . . . . 17
6.02 Certificates for Fully Paid Shares . . . . 17
6.03 Consideration for Shares . . . . . . . . . 17
6.04 Replacement of Certificates. . . . . . . . 17
6.05 Signing Certificates--Facsimile Signatures 17
6.06 Transfer Agents and Registrars . . . . . . 18
6.07 Conditions of Transfer . . . . . . . . . . 18
6.08 Reasonable Doubts as to Right to Transfer. 18
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BYLAWS
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EXHIBIT 3.2
ARTICLE PAGE
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings. . . . . . . 18
7.02 Share Register . . . . . . . . . . . . . . 19
7.03 Corporate Seal . . . . . . . . . . . . . . 19
7.04 Books of Account . . . . . . . . . . . . . 19
7.05 Inspection of Corporate Records. . . . . . 19
7.06 Fiscal Year. . . . . . . . . . . . . . . . 20
7.07 Waiver of Notice . . . . . . . . . . . . . 20
8.00 ADOPTION OF INITIAL BYLAWS . . . . . . . . . . . . . 20
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BYLAWS
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EXHIBIT 3.2
ARTICLE ONE--CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation's Charter authorizes Twenty-five Million (25,000,000) shares to be issued. The officers and transfer agents issuing shares of the Corporation shall ensure that the total number of shares outstanding at any given time does not exceed this number. Such officers and agents shall advise the Board at least annually of the authorized shares remaining available to be issued. No shares shall be issued for less than the par value stated in the Charter. Each Charter provision shall be observed until amended by Restated Articles or Articles of Amendment duly filed with the Secretary of State.
1.02 REGISTERED AGENT AND OFFICE--REQUIREMENT OF FILING CHANGES WITH SECRETARY OF STATE
The address of the Registered Office provided in the Articles of Incorporation, as duly filed with the Secretary of State for the State of Nevada is: 50 West Liberty Street, #880, Reno NV 89501.
The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: The Nevada Agency and Trust Company.
The Registered Agent or Office may be changed by filing a Statement of Change of Registered Agent or Office or Both with the Secretary of State, and not otherwise. Such filing shall be made promptly with each change. Arrangements for each change in Registered Agent or Office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive Registered Agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the Corporation is hereby established as: P0 Box 5034, Alvin TX 77512-5034.
The Corporation may have additional business offices within the State of Nevada, and where it may be duly qualified to do business outside of Nevada, as the Board of Directors may from time to time designate or the business of the Corporation may require.
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BYLAWS
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EXHIBIT 3.2
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits imposed by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All amendments shall be upon advice of counsel as to legality, except in emergency. Bylaw changes shall take effect upon adoption unless otherwise specified. Notice of Bylaws changes shall be given in or before notice given of the first Shareholders' meeting following their adoption.
ARTICLE TWO--DIRECTORS AND DIRECTORS' MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and shall have the same force and effect as a unanimous vote of Directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Directors may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business office of the Corporation or at such other place within or without the State of Nevada as may be designated by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual Shareholders' meeting, and at such other regularly repeating times as the Directors may determine.
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EXHIBIT 3.2
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Written notices of the special meetings, stating the time and place of the meeting, shall be mailed ten days before, or telegraphed or personally delivered so as to be received by each Director not later than two days before, the day appointed for the meeting. Notice of meetings need not indicate an agenda. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.
Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting and do not object to the notice given. Consent may be given either before or after the meeting.
Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each Director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors' meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President's absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors' meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.
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BYLAWS
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EXHIBIT 3.2
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation, any applicable Shareholders' agreement, and these Bylaws.
2.10 BOARD COMMITTEES--AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and one or more other committees to conduct the business and affairs of the Corporation to the extent authorized. The Board shall have the power at any time to change the powers and membership of, fill vacancies in, and dissolve any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that Director at the meeting during which the contract or transaction was authorized, and notwithstanding the Directors' participation in that meeting. This section shall apply only if the contract or transaction is just and reasonable to the Corporation at the time it is authorized and ratified, the interest of each Director is known or disclosed to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present. Each interested Director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calculating the majority necessary to carry the vote. This section shall not be construed to invalidate contracts or transactions that would be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be 2. No Director need be a resident of Nevada or a Shareholder. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. Any decrease in the number of Directors shall not have the effect of shortening the tenure which any incumbent Director would otherwise enjoy.
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EXHIBIT 3.2
2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their successors are elected and qualified. Election for all Director positions, vacant or not vacant, shall occur at each annual meeting of the Shareholders and may be held at any special meeting of Shareholders called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No director may be so removed except at an election of the class of Directors of which he is a part. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles of Incorporation, the provisions of this Paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the occurrence of any of the following events: (a) the death, resignation, or removal of any Director;
(b) an increase in the authorized number of Directors; or (c) the failure of the Shareholders to elect the full authorized number of Directors to be voted for at any annual, regular, or special Shareholders' meeting at which any Director is to be elected.
2.15(A) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the office of a Director if the Director: (a) is adjudged incompetent by a court order; (b) is convicted of a crime involving moral turpitude; (c) or fails to accept the office of Director, in writing or by attending a meeting of the Board of Directors, within thirty (30) days of notice of election.
2.15(B) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of Directors may be filled temporarily by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a qualified successor is elected at a Shareholders' meeting.
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