BYLAWS
The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.
Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers,
duties, and grounds for the dissolution of an organization.
A set of bylaws that will adequately manage most profit corporations is presented on the following pages.
BYLAWS OF
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ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE
The corporation shall maintain a registered office in the State of Alaska, as required by law.
Section 2. OTHER OFFICES
The corporation may have offices at such other places both within or without the State of Alaska as the Board of Directors may from time
to time designate, or the business of the corporation may require.
ARTICLE II
SHAREHOLDERS: MEETINGS AND VOTING
Section 1. PLACE OF MEETINGS
Meetings of the shareholders shall be held at the principal office and place of business of the corporation or at such other place, either
within or without the State of Alaska, as the Board of Directors may designate.
Section 2. ANNUAL MEETING
The annual meeting of the shareholders shall be held on the first Monday in June of each year, if not a legal holiday then on the next
succeeding business day, at the principal office of the corporation, or at such other place that the President of the corporation may
reasonably designate. At the annual meeting, the shareholders shall elect by vote a Board of Directors, consider reports of the affairs of the
corporation and transact such other business as may be properly brought before the meeting. In the event that the annual meeting is not
held on the date herein provided for such meeting, the Directors shall cause a meeting in lieu thereof to be held as soon thereafter as may
be convenient. Such meeting shall be called in the same manner as the annual meeting, and any business transacted or elections held at
such meeting shall be as valid as if transacted or held at the annual meeting.
Section 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President or the Board of Directors and shall be called by the Secretary at the
request in writing of holders of not less than one tenth of all the shares entitled to vote at such meeting. Such request shall state the
purpose of the proposed meeting.
Section 4. NOTICE OF MEETINGS
(a) Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) 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. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon
prepaid.
(b) Notice of any regular or special meeting may be waived by written consent whether executed before or subsequent to such meetings.
The attendance of any stockholder in person or his representation by proxy at any regular or special meetings shall be deemed a waiver of
the notice hereby prescribed except where a stockholder attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
(c) When a meeting is adjourned for thirty (30) days or more, or when a redetermination of the persons entitled to receive notice of the
adjourned meeting is required by law, notice of the adjourned meeting shall be given as for an original meeting. In all other cases no notice
of the adjournment or of the business to be transacted at the adjourned meeting need be given other than by announcement at the meeting
at which such adjournment is taken.
Section 5. QUORUM
(a) At any meeting of the shareholders the holders of a majority of the shares entitled to vote being present in person or represented by
proxy shall constitute a quorum for the transaction of business. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
(b) In the absence of a quorum a majority of those present in person or represented by proxy may adjourn the meeting from time to time
until a quorum shall attend. Any business which might have been transacted at the original meeting may be transacted at the adjourned
meeting if a quorum exists.
(c) If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting shall be the act of the shareholders
unless the vote of a greater number of shares is required by law or by the Articles of Incorporation.
Section 6. VOTING OF SHARES
(a) Each outstanding share is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that
the voting rights of the shares of a class are limited or denied by the Articles of Incorporation.
(b) A shareholder may vote his shares either in person or by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact and filed with the Secretary before being voted. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
(c) At all elections of Directors, each shareholder shall be entitled to cumulate as many votes as shall equal the number of shares of his
stock, multiplied by the number of Directors to be elected and for which he is entitled to vote, and he may cast all of such votes for a single
Director or he may distribute them among the candidates as he may see fit.
Section 7. VOTING RIGHTS
The persons entitled to receive a notice of and to vote at any shareholders’ meeting shall be determined from the records of the corporation
on the date of mailing of the notice or on such other date not more than fifty (50) nor less than ten (10) days before such meeting as shall
be fixed in advance by the Board of Directors.
Section 8. VOTING OF SHARES BY CERTAIN HOLDERS
(a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation
may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.
(b) Shares held by any administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by
which such receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such share until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares, nor shares of its own stock held by a corporation in a fiduciary capacity, nor shares held by another
corporation if a majority of the shares entitled to vote for the election of Directors of such other corporation is held by the corporation shall
be voted at any meeting or counted in determining the total number of outstanding shares at any given time.
Section 9. VOTING LISTS
The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time
of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list
or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
Section 10. ACTION WITHOUT A MEETING
Any action which the law, the Articles of Incorporation, or the Bylaws require or permit the shareholders to take at a meeting may be taken
without a meeting if a consent in writing setting forth the action so taken is signed by all of the shareholders entitled to vote on the matter.
The consent which shall have the same effect as a unanimous vote of the shareholders shall be filed in the records of minutes of the
corporation.
ARTICLE III
DIRECTORS: MANAGEMENT
Section 1. POWERS
The business and affairs of the corporation shall be managed by a Board of Directors who shall exercise or direct the exercise of all
corporate powers except to the extent shareholder authorization is required by law, the Articles of Incorporation or these Bylaws.
Section 2. NUMBER
The Board of Directors shall consist of three members until the number be changed by the Board of Directors by amendment of these
Bylaws. No reduction of the number of Directors shall have the effect of removing any director prior to the expiration of his term of office.
Directors need not be residents of the State of Alaska nor shareholders of the corporation.
Section 3. ELECTION AND TENURE OF OFFICE
The Directors shall be elected at the annual meeting of the shareholders to serve for one year or until their successors are elected and
qualified. Their term of office shall begin immediately after election.
The Directors may be removed at any time and without cause by a majority vote of the shareholders; provided, however, that no such
removal shall be effective if the votes cast against such removal would have been sufficient to elect such Director if then cumulatively voted
at an election of the entire Board of Directors.
Section 4. VACANCIES
(a) A vacancy in the Board of Directors shall exist upon the death, resignation or removal of any Director.
(b) Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director. Each Director so elected shall hold office for the balance of the unexpired term of his predecessor and until his
successor is elected and qualified.
(c) The shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and shall elect the additional Directors in
the event an amendment of the Bylaws is adopted increasing the number of Directors.
(d) If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, a successor may be elected to take
office when the resignation becomes effective.
Section 5. MEETINGS
(a) Meetings of the Board of Directors shall be held at such place as may be designated from time to time by the Board of Directors or
other such persons calling the meeting.
(b) Annual meetings of the Board of Directors shall be held without notice immediately following the adjournment of the annual meetings of
the shareholders.
(c) Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or in his absence by
the Vice President, or by any two Directors.
Section 6. NOTICE OF SPECIAL MEETINGS
(a) Notice of the time and place of special meetings shall be given orally or delivered in writing personally or by mail or telegram at least 24
hours before the meeting. Notice shall be sufficient if actually received at the required time or if mailed or telegraphed not less than three
(3) days before the meeting. Notice mailed or telegraphed shall be directed to the Director’s actual address ascertained by the person
giving the notice.
(b) Notice of the time and place of holding an adjourned meeting need not be given if such time and place be fixed at the meeting
adjourned.
(c) Notice of any special meeting may be waived by written consent, whether executed before or subsequent to such meeting. Attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7. QUORUM AND VOTE
(a) A majority of the Directors shall constitute a quorum for the transaction of business. A minority of the Directors, in the absence of a
quorum, may adjourn from time to time but may not transact any business.
(b) The action of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors,
unless the act of a greater number is required by law, by the Articles of Incorporation or these bylaws.
ARTICLE IV
OFFICERS
Section 1. DESIGNATION ELECTION QUALIFICATION
(a) The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer and such other officers as the Board
of Directors shall from time to time appoint. The officers shall be elected by and serve at the pleasure of the Board of Directors. Two or
more offices except the offices of President and Secretary, may be held by the same person.
(b) The Board of Directors at its first meeting after each annual meeting shall elect a President from among the Directors, and shall choose
a Vice President, a Secretary and a Treasurer, none of whom need be a member of the Board. No officer need be a stockholder.
(c) The Board of Directors in its discretion may elect from among its members a chairman of the Board of Directors who, when present,
shall preside at all meetings of the Board of Directors and who shall have such other powers as the Board may prescribe.
(d) Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
Section 2. COMPENSATION AND TERM OF OFFICE
(a) The compensation and term of office of all the officers of the corporation shall be fixed by the Board of Directors.
(b) Any officer may be removed, either with or without cause, by action of the Board of Directors.
(c) Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the corporation.
Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective provided that the Board of Directors may reject any postdated
resignation by notice in writing to the resigning officer
(d) This section shall not affect the rights of the corporation or any officer under any express contract of employment.
Section 3. PRESIDENT
(a) The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meetings of the
shareholders and, unless a chairman of the Board of Directors has been elected and is present, shall preside at the meetings of the Board
of Directors. He shall be ex officio a member of all the standing committees, including an executive committee, if any, shall have the
general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.
(b) The President shall execute bonds, mortgages and other contracts requiring a seal, except where required or permitted by law to be
otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
Section 4. VICE PRESIDENTS
The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President and except as specially limited by vote of the Board of Directors, perform the duties and exercise the
powers of the President. They shall perform such other duties and shall have such other powers as prescribed by the Board of Directors.
Section 5. SECRETARY
(a) The Secretary shall attend all meetings of Directors and shareholders and shall keep or cause to be kept a book of minutes of all
meetings of Directors and shareholders showing the time and place of the meeting, whether it was regular or special, and if special, how
authorized, the notice given, the names of those present at Directors’ meetings, the number of shares present or represented at
shareholders’ meetings and the proceedings thereof.
(b) The Secretary shall keep or cause to be kept a share register, or a duplicate share register, showing the names of the shareholders and
their addresses, the number and classes of shares held by each, the number and date of certificates issued for such shares, and the
number and date of cancellation of certificates surrendered for cancellation.
(c) The Secretary shall give or cause to be given such notice of the meetings of the shareholders and of the Board of Directors as is
required by the Bylaws. He shall keep the seal of the corporation and affix it to all documents requiring a seal, and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or by Bylaws.
Section 6. TREASURER
(a) The Treasurer shall have the custody of the corporate funds, 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.
(b) The Treasurer 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 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 7. ASSISTANTS
The Board of Directors may appoint or authorize the appointment of assistants to the Secretary or Treasurer or both. Such assistants may
exercise the power of the Secretary or Treasurer, as the case may be, and shall perform such duties as are prescribed by the Board of
Directors.
Section 8. GENERAL MANAGER
The Board of Directors may also appoint or authorize the appointment of a General Manager, who shall hold office at the pleasure of the
Board. The Board of Directors may delegate to the General Manager such executive powers and authority as they may deem necessary to
facilitate the handling and management of the corporation’s property and interests.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
Subject to law, the provisions of the Articles of Incorporation and the Bylaws, the Board of Directors may appoint an executive committee
and such other committees as may be necessary from time to time, consisting of such number of its members and having such powers as
it may designate. Such committees shall hold office at the pleasure of the Board.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
Section 1. RECORDS
The corporation shall maintain adequate and correct books, records and accounts of its business and properties. All of such books, records
and accounts shall be kept at its place of business as fixed by the Board of Directors, except as otherwise provided by law.
Section 2. INSPECTION
All books and accounts of the corporation shall be open to inspection by the shareholders in the manner and to the extent required by law.
Section 3. CERTIFICATION AND INSPECTION OF BYLAWS
The original or a copy of the Bylaws and any amendments thereto, certified by the Secretary, shall be open to inspection by the
shareholders and Directors in the manner and to the extent required by law.
Section 4. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the
corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board
of Directors.
ARTICLE VII
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES
(a) Certificates for shares shall be in such form as the Board of Directors may determine. The certificates shall designate the state in which
the corporation was incorporated, the name of the record holder of the shares represented thereby, the number of the certificate, the date
of issuance, the number of shares for which it is issued, the par value of such shares, if any, or that such shares are without par value, the
rights, privileges, preferences and restrictions of the stock, if any, the provisions as to redemption or conversion, if any, and shall make
reference to any liens or restrictions upon transfer or voting.
(b) Every certificate for shares must be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be
sealed with the seal of the corporation or a facsimile thereof. 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, it may be authenticated by facsimiles of the signatures of such
officers.
Section 2. REGISTERED SHAREHOLDERS
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares for all
purposes, including distribution of dividends, voting and liability for assessments. The corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
Section 3. TRANSFER ON BOOKS
Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the corporation or transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction on its books.
Section 4. RESTRICTIONS ON TRANSFER
No securities of this corporation or certificates representing such securities shall be transferred in violation of any law or of any restriction
on such transfer set forth in the Articles of Incorporation or amendments thereto, the Bylaws or any buy and sell agreement, right of first
refusal, or other agreement restricting such transfer which has been filed with the corporation if reference to any such restrictions is made
on the certificates representing such securities. The corporation shall not be bound by any restriction not so filed and noted. The
corporation may rely in good faith upon the opinion of its counsel as to such legal or contractual violation with respect to any such
restrictions unless the issue has been finally determined by a court of competent jurisdiction. The corporation and any party to any such
agreement shall have the right to have a restrictive legend imprinted upon any such certificate and any certificates issued in replacement or
exchange therefore or with respect thereto.
Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES
In the event a certificate is represented to be lost, stolen or destroyed, a new certificate shall be issued in place thereof upon proof of the
loss, theft or destruction and upon the giving of such bond or other security as may be required by the Board of Directors.
Section 6. TRANSFER AGENTS AND REGISTRARS
The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the shares of the
corporation who shall have such powers and duties as the Board of Directors shall specify.
Section 7. CLOSING STOCK TRANSFER BOOKS
(a) The Board of Directors may close the transfer books for a stated period not exceeding fifty (50) days to determine the shareholders
entitled to notice of or to vote at a meeting of shareholders, or entitled to receive payment of a dividend, or in order to make a
determination of shareholders for any proper purpose. If the stock transfer books are closed to determine shareholders entitled to notice of
or to vote at a meeting of shareholders, they shall be closed for at least ten (10) days immediately preceding the meeting.
(b) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of
shareholders. This record date shall not be more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days
before the date on which the particular action requiring the determination of shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the 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 the dividend is adopted is, as the case may be, the record date for the determination of
shareholders.
Section 8. CORPORATIONS OPTION TO PURCHASE STOCK OF TRANSFERING SHAREHOLDER
No stock in the corporation shall be transferred to a person who is not already a stockholder unless the stocks shall have first been offered
for sale to the other shareholders of the corporation on a pro rata basis so as to maintain the proportionate ownership of the nonselling
shareholders, at the same price and on the same terms as would govern upon a transfer to a person and not a stockholder. The offer shall
be made in writing, and shall set forth the price and terms and shall be sent by registered mail to each shareholder of the corporation at the
address listed on the corporate books. The right to transfer this stock to a person not a stockholder shall not exist until the other
shareholders refuse the offer made as provided above, or until the shareholders fail for a period of thirty (30) days after receipt of the
written offer to the shareholders to accept same by compliance with the terms therein set forth. If the shareholders refuse to exercise this
option, the shares shall then be offered to the corporation in the same manner as offered to the shareholders, and the right to transfer the
stock shall not exist until the corporation, through its Board of Directors, have rejected the offer or failed to accept within the time limit
above set forth. No sale for less than that amount set forth in the offer to the shareholders and the corporation shall be permitted until such
time as the offer for this lower amount has been received and rejected in accordance with the provisions of this Bylaw.
ARTICLE VIII
DIVIDENDS AND WORKING CAPITAL
Section 1. DIVIDENDS
Dividends may be declared by the Board of Directors from time to time out of the surplus or net profits of the corporation and shall be
payable at such time or times as the Board of Directors shall determine, subject to preferences and provisions set forth in the Articles of
Incorporation and statutes.
Section 2. WORKING CAPITAL
Before the payment of any dividends or the making of any distributions of the net profits, there may be set aside out of the net profits of the
company such sum or sums as the Directors may from time to time in their discretion think proper, as a working capital or as a reserve
fund to meet contingencies. The Board of Directors may from time to time increase, diminish or vary such capital or such reserve fund in
their judgment and discretion.
ARTICLE IX
GENERAL PROVISIONS
Section 1. FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section 2. SEAL
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation and the words “Corporate Seal”
and “State of Alaska.”
Section 3. AMENDMENT OF BYLAWS
(a) Except as otherwise provided by law, the Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.
(b) Whenever an amendment or new bylaw is adopted, it shall be copied in the minute book with the original Bylaws in the appropriate
place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.
Section 4. INDEMNIFICATION
The Board of Directors may provide generally or specifically for the indemnification, exoneration, reimbursement or defense of any present
or former Director, officer, employee, affiliate agent or contractor of this corporation for expenses, claims, liabilities, indebtedness,
penalties, damage or injury incurred by or caused by them in such capacity except for their ownnegligence, knowing unauthorized acts, or
defalcations not ratified, confirmed or adopted or the benefit thereof received by this corporation.
Section 5. CONTRACTS
No contract or other transaction between this corporation and any other corporation or concern shall be invalid or avoidable merely by
reason of the fact that one or more shareholders, Directors or officers of this corporation are interested in or are Directors or officers of
such other corporation or concern, and any shareholder, Director or officer of this corporation may be a party to, interested in or profit
from any contract or transaction with this corporation, provided that the relationship, interest or profit is disclosed to the Board of
Directors of this corporation and the contract or transaction is duly approved by action of a majority of the Directors present when such
action is taken, or consented to by a majority of the Directors (without counting the vote of any Directors intenterested or related if a vote is
cast provided, that such Director may be counted for the purposes of determining the existence of a quorum); no such shareholder, acting
as such, nor be liable for any loss incurred under or by reason of such contract or transaction, merely by reason of such relationship or
interest. Where such Director’s vote is necessary to the entering of such contract or transaction, the contract or transaction shall not be
void or viodable if it is fair to this corporation or its shareholders at the time it is authorized or approved.
DATED this __________day of __________.
