of
A Wyoming For-Profit Corporation
Section 1.01: Principal Office. The principal office of the Corporation shall be located at 437-A Greyback Drive, New East Kalayaan, Subic Bay Freeport Zone 2222, Olongapo City, Zambales 2200, Philippines, or at such other place as the Board of Directors may from time to time determine.
Section 1.02: Registered Office. The Corporation shall maintain a registered office in the State of Wyoming, and a registered agent at such address, as required by Wyoming law. The registered office and agent may be changed from time to time by filing the required documents with the Wyoming Secretary of State.
Section 2.01: Annual Meeting. The annual meeting of shareholders shall be held each year at such time and place as determined by the Board of Directors, for the purpose of electing directors and transacting such other business as may properly come before the meeting.
Section 2.02: Special Meetings. Special meetings of the shareholders may be called by the Board of Directors or by the holders of not less than ten percent (10%) of all shares entitled to vote at the meeting.
Section 2.03: Notice of Meetings. Written or electronic notice stating the place, date, and time of any shareholder meeting, and in the case of a special meeting the purpose(s) thereof, shall be delivered no fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting.
Section 2.04: Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is not present, the meeting may be adjourned from time to time without notice until a quorum is present.
Section 2.05: Voting. Each outstanding share of common stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders. Shareholders may vote in person or by written proxy.
Section 2.06: Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if all shareholders entitled to vote on the action consent to the action in writing. Such written consent shall be filed with the minutes of the Corporation.
Section 2.07: Remote Participation. The Board of Directors may authorize shareholders to participate in a meeting by means of remote communication (telephone, video conference, or similar technology), provided all participants can simultaneously hear each other during the meeting.
Section 3.01: General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 3.02: Number and Tenure. The Board of Directors shall consist of not less than one (1) nor more than nine (9) directors. The initial Board shall consist of one (1) director. Each director shall hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
Section 3.03: Election. Directors shall be elected by the shareholders at each annual meeting. Each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election.
Section 3.04: Resignation and Removal. Any director may resign at any time by delivering written notice to the Corporation. A director may be removed with or without cause by the affirmative vote of the holders of a majority of shares then entitled to vote for the election of directors.
Section 3.05: Vacancies. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum of the Board, or by a sole remaining director, or by the shareholders.
Section 3.06: Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as determined by the Board. Special meetings may be called by the President or by any director, upon not less than two (2) days' notice to each director.
Section 3.07: Quorum. A majority of the total number of directors shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 3.08: Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing to such action. Such written consents shall be filed with the minutes of the Corporation.
Section 3.09: Compensation. The Board of Directors may fix the compensation of directors. Directors may also serve in any other capacity and receive compensation therefor.
Section 4.01: Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and may include one or more Vice Presidents and such other officers as the Board of Directors may from time to time determine. One person may hold more than one office simultaneously.
Section 4.02: Election and Term. The officers of the Corporation shall be elected annually by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
Section 4.03: President. The President shall be the chief executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the shareholders and the Board of Directors and shall have such other powers and duties as the Board of Directors may assign.
Section 4.04: Secretary. The Secretary shall: (a) keep the minutes of the meetings of shareholders and the Board of Directors; (b) see that all notices are duly given; (c) be custodian of the corporate records and the corporate seal (if any); and (d) have such other powers and duties as the Board of Directors may assign.
Section 4.05: Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation; (c) deposit all such monies in the name of the Corporation in such depositories as shall be selected by the Board of Directors; and (d) have such other powers and duties as the Board of Directors may assign.
Section 4.06: Resignation and Removal. Any officer may resign at any time by delivering written notice to the Corporation. Any officer may be removed with or without cause by the Board of Directors.
Section 4.07: Compensation. The compensation of all officers shall be fixed by the Board of Directors.
Section 5.01: Authorized Shares. The total number of shares of common stock the Corporation is authorized to issue is One Thousand (1,000) shares at a par value of $1.00 per share.
Section 5.02: Issuance of Shares. Shares of stock may be issued by the Corporation from time to time as authorized by the Board of Directors, for such consideration as the Board of Directors shall determine.
Section 5.03: Stock Certificates. Shares of the Corporation may be represented by certificates or may be uncertificated, as determined by the Board of Directors. Any certificate shall be signed by the President and the Secretary of the Corporation and shall state the name of the registered holder, the number and class of shares represented, and the par value thereof.
Section 5.04: Transfer of Shares. Transfers of shares of the Corporation shall be made in accordance with Wyoming law and any shareholder agreement then in effect. The Corporation shall maintain a stock ledger reflecting all transfers.
The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares of stock, subject to any restrictions imposed by Wyoming law and the Articles of Incorporation. No dividend shall be paid that would render the Corporation unable to pay its debts as they become due in the usual course of business.
The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year, unless otherwise fixed by resolution of the Board of Directors.
The Corporation may, but is not required to, have a corporate seal. The seal, if adopted, shall be in such form as the Board of Directors shall determine and may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced.
Section 9.01: Indemnification. The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the Wyoming Business Corporation Act. The Corporation shall advance expenses incurred by a director or officer in defending any civil, criminal, administrative, or investigative proceeding prior to final disposition upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified.
Section 9.02: Insurance. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against such person in any such capacity, whether or not the Corporation would have the power to indemnify such person under Wyoming law.
The Corporation shall keep as permanent records: minutes of all meetings of its shareholders and Board of Directors; a record of all actions taken by shareholders or the Board without a meeting; a record of all waivers of notice of meetings; and accounting records. The Corporation shall also maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares, and the number of shares of each class held by each shareholder.
These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted, by the Board of Directors or by the shareholders at any annual or special meeting, provided that notice of the proposed amendment is included in the notice of such meeting. Any Bylaw adopted by the shareholders may not be amended or repealed by the Board of Directors unless the shareholders have specifically authorized the Board to do so.
A director who has a direct or indirect interest in any contract or transaction with the Corporation shall disclose such interest to the Board of Directors before the Board acts on the matter. Such transaction shall not be void or voidable solely because of the director's interest, provided the material facts are disclosed and the transaction is approved by a majority of disinterested directors, or is fair to the Corporation at the time it is authorized, approved, or ratified.
These Bylaws shall be governed by and construed in accordance with the laws of the State of Wyoming, including without limitation the Wyoming Business Corporation Act (Wyo. Stat. §17-16-101 et seq.), as amended from time to time.
Certificate of Adoption
The undersigned, being the sole initial Director and incorporator of RANDALL PARKER, MBA, a Wyoming corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the Corporation as of the date set forth below.
Randall Parker
Sole Director, President, Secretary, and Treasurer
Date
Important Notice
These Bylaws are an internal governance document and are not filed with the State of Wyoming. They should be kept with the Corporation's official records. This document was prepared for informational purposes and does not constitute legal advice. Consult a licensed Wyoming attorney before finalizing corporate governance documents.
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