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Title: |
Bylaws |
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Date: |
2004 |
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Preview shows 9KB of 37KB total |
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$37 |
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#1449264 |
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EXHIBIT 3.2
================================================================================
BYLAWS
======
of
BECOMING ART INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
---------------------------
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
----------------------------
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
-----------------------------
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
------------------------------
A notice convening an annual or special meeting which specifies the place, day,
and hour of the meeting, and the general nature of the business of the meeting,
must be faxed, personally delivered or mailed postage prepaid to each
shareholder of the Corporation entitled to vote at the meeting at the address of
the shareholder as it appears on the stock transfer ledger of the Corporation,
at least ten (10) days prior to the meeting. Accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, a shareholder
will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
------------------------------------
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by shareholders representing a majority of
the shares entitled to vote at such a meeting, 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 shareholders
of the Corporation.
Section 6 - Quorum
------------------
a) No business, other than the election of the chairman or the adjournment
of the meeting, will be transacted at an annual or special meeting
unless a quorum of shareholders, entitled to attend and vote, is
present at the commencement of the meeting, but the quorum need not be
present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons
present and being, or representing by proxy, shareholders of the
Corporation.
c) If within half an hour from the time appointed for an annual or special
meeting a quorum is not present, the meeting shall stand adjourned to a
day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
------------------
Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of stock
in his or her own name on the books of the corporation, whether represented in
person or by proxy.
Section 8 - Motions
-------------------
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
-----------------------------
In the case of an equality of votes, the chairman of the meeting at which the
vote takes place is not entitled to have a casting vote in addition to the vote
or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
----------------------------------------------
In a dispute as to the admission or rejection of a vote at an annual or special
meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
------------------
a) Each shareholder entitled to vote at an annual or special meeting may
do so either in person or by proxy. A form of proxy must be in writing
under the hand of the appointor or of his or her attorney duly
authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxyholder need not be a shareholder
of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any,
under which it is signed or a facsimiled copy thereof must be deposited
at the registered office of the Corporation or at such other place as
is specified for that purpose in the notice convening the meeting. In
addition to any other method of depositing proxies provided for in
these Bylaws, the Directors may from time to time by resolution make
regulations relating to the depositing of proxies at a place or places
and fixing the time or times for depositing the proxies not exceeding
48 hours (excluding Saturdays, Sundays and holidays) preceding the
meeting or adjourned meeting specified in the notice calling a meeting
of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
-----------------------------------------------------
a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and
not more than nine (9) directors. The number of Directors may be fixed
and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual
meeting of shareholders 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 shareholders and shall hold office until the annual meeting
of the shareholders next succeeding his or her election, or until his
or her prior death, resignation or removal. Any Director may resign at
any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected. A Director so appointed holds office only until
the next following annual meeting of the Corporation, but is eligible
for election at that meeting. So long as he or she is an additional
Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
-------------------------------------------
a) 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 for
those powers conferred upon or reserved for the shareholders or any
other persons as required under Nevada state law, the Corporation's
Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined
by the Directors or, if the Directors decide, by the shareholders.
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