AKTECH, INC.
Bylaws
ARTICLE I
OFFICES
Section 1. The corporation shall maintain a principal
office in the State of Nevada as set forth in the articles of
incorporation or determined from time to time by the board of
directors
Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as the
board of directors may f rom time to time determine or the
business of the corporation may require either inside or outside
the State of Nevada.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election
of directors shall be held at such place as may be fixed from
time to time by the board of directors.
Section 2. Annual meetings of shareholders, commencing
with the year 1987, shall be held on the second Monday of June if
not a legal holiday, and if a legal holiday, then on the next
secular day following, at 1:00 p.m., at which they shall elect by
a plurality vote a board of directors, and transact such other
business as may
properly be brought before the meeting.
Section 3. Written or printed notice of a the annual
meeting stating the place, day and hour of the meeting shall be
delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or by 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.
ARTICLE III
SPECIAL MEETING OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any
purpose other than the election of directors may be held at such
time and place within or without the State of Nevada as shall be
stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
Section 2. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the articles of incorporation, may be called by the president,
the board of directors, or the holders of not less than one-tenth
of all the shares entitled to vote at the meeting.
Section 3. Written or printed notice of a special
meeting stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or
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by 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.
Section 4. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated
in the notice.
ARTICLE IV
QUORUM AND VOTING STOCK
Section 1. The holders of one-third of the shares of
stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as
otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which. a quorum shall
be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote
of a majority of the shares of stock represented at the meeting
shall be the act of the shareholders unless
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the vote of a greater number of shares of stock is required by
law or the articles of incorporation.
Section 3 . Each outstanding share of stock, having
voting power, shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. A shareholder
may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.
In all elections for directors every shareholder,
entitled to vote, shall have the right to vote, in person or
by proxy, the number of shares of stock owned by him, for as
many persons as there are directors to be elected.
Section 4. Any action required to be taken at a meeting
of the shareholders may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be three.
Directors need not be residents of the State of Nevada nor
shareholders of the corporation. The directors, other than the
first board of directors, shall be elected at the annual meeting
of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall
have been elected and qualified. The first board of directors
shall hold office
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until the first annual meeting of shareholders.
Section 2. Any vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected
for the unexpired portion of the term of his predecessor in
office.
Any directorship to be filled by reason of an increase
in the number of directors shall be filled by election at an
annual meeting or at a special meeting of shareholders called for
that purpose. A director elected to fill a newly created
directorship shall serve until the next succeeding annual meeting
of shareholders and until his successor shall have been elected
and qualified.
Section 3. The business affairs of the corporation shall
be managed by its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by, statute or by the articles of incorporation or by
these bylaws directed or required to be exercised or done by the
shareholders.
Section 4. The directors may keep the books of the
corporation, except such as are required by law to be kept within
the state, outside of the State of Nevada, at such place or
places as they may from time to time determine.
Section 5. The board of directors, by the affirmative
vote of a majority of the directors then in office,
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and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers
or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular
or special, may be held inside or outside the State of Nevada.
Section 2. The first meeting of each newly elected board
of directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and
no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time
as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors
may be held upon such notice, or without notice, and at such time
and at such place as shall from time to time be determined by the
board.
Section 4. Special meetings of the board of directors
may be called by the president on three days' notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two
directors.
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Section 5. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a
director attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice
of such meeting.
Section 6. A majority of the directors shall constitute
a quorum for the transaction of business unless a greater number
is required by law or by the articles of incorporation. The act
of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by
the articles of incorporation. If a quorum shall not be present
at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 7. Any action required or permitted to be taken
by the board of directors may be taken without a meeting if all
members of the board consent in writing to the action and the
consents are filed with the minutes.
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ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted
by a majority of the number of directors fixed by the bylaws or
otherwise, may designate two or more directors to constitute an
executive committee, which committee, to the extent provided in
such resolution, shall have and exercise all of the authority of
'the board of directors in the management of the corporation,
except as otherwise required by law. Vacancies in the membership
of the committee shall befilled by the board of directors at
aregular or specialmeeting of the board of directors.
Theexecutive committee shall keep regular minutes of its
proceedings and report the same to the board when required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the
statutes or of the articles of incorporation or of these bylaws,
notice is required to be given to any director or shareholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
shareholder, at this address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be
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given by telegram.
Section 2. Whenever any notice whatever is required to
be given under the provisions of the statutes or under the
provisions of the articles of incorporation or these bylaws, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be
chosen by the board of directors and shall be a president, a
vice-president, a secretary and a treasurer. The board of
directors may also choose additional vice-presidents, and one or
more assistant secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting
after each annual meeting of' shareholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board of directors.
Section 4. The salaries of all officers and
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agents of the corporation shall be fixed by the board of
directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
shareholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some
other officer or agent I of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than
one, the vice-presidents in the order de-
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termined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and
have such other powers as the board of directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of
the board of directors and all meetings of the shareholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other office to affix
the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be
more than one, the assistant secretaries in the order determined
by the board of directors, shall, in the absence
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or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties
and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the 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 deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the' board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he
shall give the corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever
kind in his possession or
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under his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall
be more than one, the assistant treasurers in the order
determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to
time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by certificates signed by the president or a vice-
president and the secretary or an assistant secretary of the
corporation, and may be sealed with the seal of the corporation
or a facsimile thereof.
When the corporation is authorized to issue shares of
more than one class there shall be set forth upon the face or
back of the certificate, or tire certificate shall have a
statement that the corporation will furnish to any shareholder
upon request and without charge, a full or summary statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class
in series, the variations in the relative rights and preferences
between the shares of each such series so far as the same have
been fixed and determined and the authority of the
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board of directors to fix and determine the relative rights and
preferences of subsequent series.
Section 2. The signatures of the officers of the
corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered
by a registrar, other than the corporation itself or an employee
of the corporation. In case 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.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed.
When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems
adequate, to: protect the corporation : from any claim that may
be made against it with respect to any such certificate alleged
to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or
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the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, a
new certificate shall be issued to the person entitled thereto,
and the old certificate canceled and the transaction recorded
upon the books of the corporation.
CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining shareholders
entitle d to notice of or to vote at any meeting of shareholders,
or any adjournment thereof or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors may provide that
the stock transfer books shall be closed for a stated period but
not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer
books, the board of directors may fix in advance a date as the
record date for any such, determination of shareholders, such
date in any case to be not more than sixty days and, in case of a
meeting of shareholders, not less than ten days prior to the date
on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books ate
not closed and no record date is fixed for the
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determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.
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