EXHIBIT
3.2
OF
SPRINGBANK
RESOURCES, INC.
ARTICLE
I
OFFICES
The
principal office of the Corporation shall be determined by the Board of
Directors, and the Corporation shall have other offices at such places as
the
Board of Directors may from time to time determine.
ARTICLE
II
STOCKHOLDER’S
MEETINGS
The
place
of stockholders’ meetings shall be the principal office of the Corporation
unless another location shall be determined and designated from time to time
by
the Board of Directors.
Section
2.
|
Annual
Meeting:
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The
annual meeting of the stockholders of the Corporation for the election of
directors to succeed those whose terms expire, and for the transaction of
such
other business as may properly come before the meeting, shall be held each
year
on a date to be determined by the Board of Directors.
Section
3.
|
Special
Meetings:
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Special
meetings of the stockholders for any purpose or purposes may be called by
the
President, the Board of Directors, or the holders of ten percent (l0%) or
more
of all the shares entitled to vote at such meeting, by the giving of notice
in
writing as hereinafter described.
At
all
meetings of stockholders, voting may be viva voce; but any qualified voter
may
demand a stock vote, whereupon such vote shall be taken by ballot and the
Secretary shall record the name of the stockholder voting, the number of
shares
voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting
may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
therein. One third of the outstanding shares of the Corporation entitled
to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders. Each stockholder shall have such rights to vote as the Articles
of Incorporation provide for each share of stock registered in his name on
the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date,
not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders 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 (10) days
prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any
time
during usual business hours. Such list shall also be produced and kept open
at
the time and place of the meeting and shall be subject to the inspection
of any
stockholder during the whole time of the meeting.
Section
5.
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Order
of Business:
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The
order
of business at any meeting of stockholders shall be as follows:
l.
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Calling
the meeting to order.
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3.
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Proof
of notice of meeting.
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4.
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Report
of the Secretary of the stock represented at the meeting and the
existence
or lack of a quorum.
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5.
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Reading
of minutes of last previous meeting and disposal of any unapproved
minutes.
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8.
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Election
of directors, if appropriate.
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12.
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To
the extent that these Bylaws do not apply, Roberts’ Rules of Order shall
prevail.
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Written
or printed notice stating the place, day, and hour of the meeting and, in
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 stockholder 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.
A
quorum
at any annual or special meeting shall consist of the representation in person
or by proxy of one-third in number of shares of the outstanding capital stock
of
the Corporation entitled to vote at such meeting. In the event a quorum not
be
present, the meeting may be adjourned by those present for a period not to
exceed sixty (60) days at any one adjournment; and no further notice of the
meeting or its adjournment shall be required. The stockholders entitled to
vote,
present either in person or by proxy at such adjourned meeting, shall, if
equal
to a majority of the shares entitled to vote at the meeting, constitute a
quorum, and the votes of a majority of those present in numbers of shares
entitled to vote shall be deemed the act of the shareholders at such adjourned
meeting.
ARTICLE
III
BOARD
OF
DIRECTORS
Section
l.
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Organization
and Powers:
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The
Board
of Directors shall constitute the policy-making or legislative authority
of the
Corporation. Management of the affairs, property, and business of the
Corporation shall be vested in the Board of Directors, which shall consist
of
not less than one nor more than ten members, who shall be elected at the
annual
meeting of stockholders by a plurality vote for a term of one (l) year, and
shall hold office until their successors are elected and qualify. The number
of
directors shall be established from time-to-time by a resolution of the
directors. Directors need not be stockholders. Directors shall have all powers
with respect to the management, control, and determination of policies of
the
Corporation that are not limited by these Bylaws, the Articles of Incorporation,
or by statute, and the enumeration of any power shall not be considered a
limitation thereof.
Any
vacancy in the Board of Directors, however caused or created, shall be filled
by
the affirmative vote of a majority of the remaining directors, though less
than
a quorum of the Board, or at a special meeting of the stockholders called
for
that purpose. The directors elected to fill vacancies shall hold office for
the
unexpired term and until their successors are elected and qualify.
Section
3.
|
Regular
Meetings:
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A
regular
meeting of the Board of Directors shall be held, without other notice than
this
Bylaw, immediately after and at the same place as the annual meeting of
stockholders or any special meeting of stockholders at which a director or
directors shall have been elected. The Board of Directors may provide by
resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section
4.
|
Special
Meetings:
|
Special
meetings of the Board of Directors may be held at the principal office of
the
Corporation, or such other place as may be fixed by resolution of the Board
of
Directors for such purpose, at any time on call of the President or of any
member of the Board, or may be held at any time and place without notice,
by
unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed
by
all the directors shall be as valid and effectual as if it had been passed
at a
meeting of the directors duly called, constituted, and held.
Notices
of both regular and special meetings, save when held by unanimous consent
or
participation, shall be mailed by the Secretary to each member of the Board
not
less than three days before any such meeting and notices of special meetings
may
state the purposes thereof. No failure or irregularity of notice of any regular
meeting shall invalidate such meeting or any proceeding thereat.
Section
6.
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Quorum
and Manner of Acting:
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A
quorum
for any meeting of the Board of Directors shall be a majority of the Board
of
Directors as then constituted. Any act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. Any action of such majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the
other
members of the Board, shall always be as valid and effective in all respects
as
if otherwise duly taken by the Board of Directors.
Section
7.
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Executive
Committee:
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The
Board
of Directors may by resolution of a majority of the Board designate two (2)
or
more directors to constitute an executive committee, which committee, to
the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the Corporation;
but
the designation of such committee and the delegation of authority thereto
shall
not operate to relieve the Board of Directors, or any member thereof, of
any
responsibility imposed on it or him by law.
Section
8.
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Order
of Business:
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The
order
of business at any regular or special meeting of the Board of Directors,
unless
otherwise prescribed for any meeting by the Board, shall be as
follows:
l.
|
Reading
and disposal of any unapproved
minutes.
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2.
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Reports
of officers and committees.
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6.
|
To
the extent that these Bylaws do not apply, Roberts’ Rules of Order shall
prevail.
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ARTICLE
IV
OFFICERS
The
officers of the Corporation shall consist of a President, one or more Vice
Presidents, a Secretary, and a Treasurer, who shall be elected by the directors
at their first meeting following the annual meeting of stockholders. Such
officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities
of
such officers. Section 2.President: The President shall preside at all
meetings of stockholders and, in the absence of a, or the, Chairman of the
Board
of Directors, at all meetings of the directors. He shall be generally vested
with the power of the chief executive officer of the Corporation and shall
countersign all certificates, contracts, and other instruments of the
Corporation as authorized by the Board of Directors or required by law. He
shall
make reports to the Board of Directors and stockholders and shall perform
such
other duties and services as may be required of him from time to time by
the
Board of Directors.
Section
3.
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Vice
President:
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The
Vice
President shall perform all the duties of the President if the President
is
absent or for any other reason is unable to perform his duties and shall
have
such other duties as the Board of Directors shall authorize or
direct.
The
Secretary shall issue notices of all meetings of stockholders and directors,
shall keep minutes of all such meetings, and shall record all proceedings.
He
shall have custody and control of the corporate records and books, excluding
the
books of account, together with the corporate seal. He shall make such reports
and perform such other duties as may be consistent with his office or as
may be
required of him from time to time by the Board of Directors.
The
Treasurer shall have custody of all moneys and securities of the Corporation
and
shall have supervision over the regular books of account. He shall deposit
all
moneys, securities, and other valuable effects of the Corporation in such
banks
and depositories as the Board of Directors may designate and shall disburse
the
funds of the Corporation in payment of just debts and demands against the
Corporation, or as they may be ordered by the Board of Directors, shall render
such account of his transactions as may be required of him by the President
or
the Board of Directors from time to time and shall otherwise perform such
duties
as may be required of him by the Board of Directors.
The
Board
of Directors may require the Treasurer to give a bond indemnifying the
Corporation against larceny, theft, embezzlement, forgery, misappropriation,
or
any other act of fraud or dishonesty resulting from his duties as Treasurer
of
the Corporation, which bond shall be in such amount as appropriate resolution
or
resolutions of the Board of Directors may require.
Section
6.
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Vacancies
or Absences:
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If
a
vacancy in any office arises in any manner, the directors then in office
may
choose, by a majority vote, a successor to hold office for the unexpired
term of
the officer. If any officer shall be absent or unable for any reason to perform
his duties, the Board of Directors, to the extent not otherwise inconsistent
with these Bylaws, may direct that the duties of such officer during such
absence or inability shall be performed by such other officer or subordinate
officer as seems advisable to the Board.
ARTICLE
V
STOCK
The
Board
of Directors shall have power and authority to take all such rules and
regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and
may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
Section
2.
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Restrictions
on Stock:
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The
Board
of Directors may restrict any stock issued by giving the Corporation or any
stockholder “first right of refusal to purchase” the stock, by making the stock
redeemable or by restricting the transfer of the stock, under such terms
and in
such manner as the directors may deem necessary and as are not inconsistent
with
the Articles of Incorporation or by statute. Any stock so restricted must
carry
a stamped legend setting out the restriction or conspicuously noting the
restriction and stating where it may be found in the records of the
Corporation.
ARTICLE
VI
DIVIDENDS
AND FINANCES
Dividends
may be declared by the directors and paid out of any funds legally available
therefore, as may be deemed advisable from time to time by the Board of
Directors of the Corporation. Before declaring any dividends, the Board of
Directors may set aside out of net profits or earned or other surplus such
sums
as the Board may think proper as a reserve fund to meet contingencies or
for
other purposes deemed proper and to the best interests of the
Corporation.
The
monies, securities, and other valuable effects of the Corporation shall be
deposited in the name of the Corporation in such banks or trust companies
as the
Board of Directors shall designate and shall be drawn out or removed only
as may
be authorized by the Board of Directors from time to time.
The
Corporation’s fiscal year will end on August 31.
ARTICLE
VII
AMENDMENTS
These
Bylaws may be altered, amended, or repealed by the Board of Directors by
resolution of a majority of the Board.
ARTICLE
VIII
INDEMNIFICATION
The
Corporation shall indemnify any and all of its directors or officers, or
former
directors or officers, or any person who may have served at its request as
a
director or officer of another corporation in which this Corporation owns
shares
of capital stock or of which it is a creditor and the personal representatives
of all such persons, against expenses actually and necessarily incurred in
connection with the defense of any action, suit, or proceeding in which they,
or
any of them, were made parties, or a party, by reason of being or having
been
directors or officers or a director or officer of the Corporation, or of
such
other corporation, except in relation to matters as to which any such director
or officer or person shall have been adjudged in such action, suit, or
proceeding to be liable for negligence or misconduct in the performance of
any
duty owed to the Corporation. Such indemnification shall not be deemed exclusive
of any other rights to which those indemnified may be entitled, independently
of
this Article, by law, under any Bylaw agreement, vote of stockholders, or
otherwise.
ARTICLE
IX
CONFLICTS
OF INTEREST
No
contract or other transaction of the Corporation with any other persons,
firms
or corporations, or in which the Corporation is interested, shall be affected
or
invalidated by the fact that any one or more of the directors or officers
of the
Corporation is interested in or is a director or officer of such other firm
or
corporation; or by the fact that any director or officer of the Corporation,
individually or jointly with others, may be a party to or may be interested
in
any such contract or transaction.
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