Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) HTML 416K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 10K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 20K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 57K
5: EX-4 Instrument Defining the Rights of Security Holders HTML 12K
6: EX-5 Opinion re: Legality HTML 11K
7: EX-11 Statement re: Computation of Earnings Per Share HTML 10K
8: EX-23.1 Consent of Experts or Counsel HTML 9K
9: EX-23.2 Consent of Experts or Counsel HTML 6K
10: EX-23.3 Consent of Experts or Counsel HTML 10K
11: EX-99 Miscellaneous Exhibit HTML 71K
EX-3.3 — Articles of Incorporation/Organization or By-Laws
Section
1. The
registered office of this corporation shall be in the City of Carson City, State
of Nevada.
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 from time to time determine or
the business of the corporation may require.
ARTICLE
2
Meetings
of Stockholders
Section
1. All
annual meetings of the stockholders shall be held at the registered office of
the corporation or at such other place within or without the State of Nevada as
the Directors shall determine. Special meetings of the stockholders 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. Annual
meetings of the stockholders shall be held on the anniversary date of
incorporation each year if not a legal holiday and, and if a legal holiday, then
on the next secular day following, or at such other time as may be set by the
Board of Directors from time to time, at which the stockholders shall elect by
vote a Board of Directors and transact such other business as may properly be
brought before the meeting.
Section
3. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation, may be called by the
President or the Secretary, by resolution of the Board of Directors or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose of the proposed meeting.
Section
4. Notices
of meetings shall be in writing and signed by the President or Vice-President or
the Secretary or an Assistant Secretary or by such other person or persons as
the Directors shall designate. Such notice shall state the purpose or purposes
for which the meeting is called and the time and the place, which may be within
or without this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall be complete and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal delivery
of any such notice to an officer of the corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of stock
after delivery of such notice of and prior to the holding of the meeting, it
shall not be necessary to deliver or mail such notice of the meeting to the
transferee.
Section
5. Business
transactions at any special meeting of stockholders shall be limited to the
purpose stated in the notice.
Section
6. The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders 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
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcements at the meeting, until a quorum shall be
presented or represented. At such adjourned meetings 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
7. When
a quorum is present or represented at any meeting, the vote of the holders of
10% of the stock having voting power present in person or represented by proxy
shall be sufficient to elect Directors or to decide any question brought before
such meeting, unless the question is one upon which by express provision of the
statute or of the Articles of Incorporation, a different vote shall govern and
control the decision of such question.
Section
8. Each
stockholder of record of the corporation shall be entitled at each meeting of
the stockholders to one vote for each share standing in his name on the books of
the corporation. Upon the demand of any stockholder, the vote for Directors and
the vote upon any question before the meeting shall be by ballot.
Section
9. At
any meeting of the stockholders any stockholder may be represented and vote by a
proxy or proxies appointed by an instrument in writing. In the event that any
such instrument in writing shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all the powers
conferred by such written instruction upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy or power of attorney to
vote shall be voted at a meeting of the stockholders unless it shall have been
filed with the Secretary of the meeting when required by the inspectors of
election. All questions regarding the qualifications of voters, the validity of
proxies and the acceptance of or rejection of votes shall be decided by the
inspectors of election who shall be appointed by the Board of Directors, or if
not so appointed, then by the presiding officer at the meeting.
Section
10. Any
action which may be taken by the vote of the stockholders at a meeting may be
taken without a meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power, unless the provisions of the
statute or the Articles of Incorporation require a greater proportion of voting
power to authorize such action in which case such greater proportion of written
consents shall be required.
ARTICLE
3
Directors
Section
1. The
business 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
stockholders.
Section
2. The
number of Directors which shall constitute the whole board shall be riot less
than one and not more than eight. The number of Directors may from time to time
be increased or decreased to not less than one or more than eight by action of
the Board of Directors. The Directors shall be elected at the annual meeting of
the stockholders and except as provided in section 2 of this Article, each
Director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section
3. Vacancies
in the Board of Directors including those caused by a decrease in the number of
Directors, may be filed by a majority of the remaining Directors, though less
than a quorum, or by a sole remaining Director, and each Director so elected
shall hold office until his successor is elected at the annual or a special
meeting of the stockholders. The holders of a two-thirds of the outstanding
shares of stock entitled to vote may at any time peremptorily terminate the term
of office of all or any of the Directors by vote at a meeting called for such
purpose or by a written statement filed with the Secretary or, in his absence,
with any other officer. Such removal shall be effective immediately, even if
successors are not elected simultaneously and the vacancies on the Board of
Directors resulting therefrom shall only be filled from the
stockholders.
A vacancy
or vacancies on the Board of Directors shall be deemed to exist in case of
death, resignation or removal of any Director, or if the authorized number of
Directors be increased, or if the stockholders fail at any annual or special
meeting of stockholders at which any Director or Directors are elected to elect
the full authorized number of Directors to be voted for at that
meeting.
The
stockholders may elect a Director or Directors at any time to fill any vacancy
or vacancies not filled by the Directors. If the Board of Directors accepts the
resignation of a Director tendered to take effect at a future time, the Board or
the stockholders shall have power to elect a successor to take office when the
resignation is to become effective
No
reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of
office.
Section
1. Regular
meetings of the Board of Directors shall be held at any place within or without
the State which has been designated from time to time by resolution of the Board
or by written consent of all members of the Board. In the absence of such
designation regular meetings shall be held at the registered office of the
corporation. Special meetings of the Board may be held either at a place so
designated or at the registered office.
Section
2. The
first meeting of each newly elected Board of Directors shall be held immediately
following the adjournment of the meeting of stockholders and at the place
thereof. No notice of such meeting shall be necessary to the Directors in order
legally to constitute the meeting, provided a quorum be present. In the event
such meeting is not so held, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors.
Section
3. Regular
meetings of the Board of Directors may be held without call or notice at such
time and at such place as shall from time to time be fixed and determined by the
Board of Directors.
Section
4. Special
meetings of the Board of Directors may be called by the Chairman or the
President or by the Vice-President or by any two Directors. Written
notice of the time and place of special meetings shall be delivered personally
to each Director, or sent to each Director by mail or by other form of written
communication, charges prepaid, addressed to him at his address as it is shown
upon the records or if not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered or taxed, it shall be
so delivered or taxed at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing, delivery or taxing as above
provided shall be due, legal and personal notice of such Director.
Section
5. Notice
of the time and place of holding an adjourned meeting need not be given to the
absent Directors if the time and place be fixed at the meeting
adjourned.
Section
6. The
transaction of any meeting of the Board of Directors, however called and noticed
or wherever held, shall be as valid as though transacted at a meeting duly held
after regular call and notice, if a quorum be present, and if, either before or
after such meeting, each of the Directors not present signs a written waiver of
notice, or a consent of holding such meeting, or approvals of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section
7. The
majority of the authorized number of Directors shall be necessary to constitute
a quorum for the transaction of business, except to adjourn as hereinafter
provided. Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board of Directors, unless a greater number be required by law or
by the Articles of Incorporation. Any action of a 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 be as valid and effective in all
respects as if passed by the Board in regular meeting.
Section
8. A
quorum of the Directors may adjourn any Directors meeting to meet again at
stated day and hour; provided, however, that in the absence of a quorum, a
majority of the Directors present at any Directors meeting, either regular or
special, may adjourn from time to time until the time fixed for the next regular
meeting of the Board.
Section
1. The
Board of Directors may, by resolution adopted by a majority of the whole Board,
designate one or more committees of the Board of Directors, each committee to
consist of two or more of the Directors of the corporation which, to the extent
provided in the resolution, shall and may exercise the power of the Board of
Directors in the management of the business and affairs of the corporation and
may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by the Board of Directors. The
members of any such committee present at any meeting and not disqualified from
voting may, whether or not they constitute a quorum, unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
absent or disqualified member. At meetings of such committees, a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
Section
2. The
committee shall keep regular minutes of their proceedings and report the same to
the Board of Directors.
Section
3. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if a
written consent thereto
is signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board or committee.
ARTICLE
6
Compensation
of Directors
Section
1. The
Directors may be paid their expenses of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like reimbursement and compensation for attending committee
meetings.
ARTICLE
7
Notices
Section
1. Notices
to Directors and stockholders shall be in writing and delivered personally or
mailed to the Directors or stockholders at their addresses appearing on the
books of the corporation. Notices to Directors may also be given by fax and by
telegram. Notice by mail, fax or telegram shall be deemed to be given at the
time when the same shall be mailed.
Section
2. Whenever
all parties entitled to vote at any meeting, whether of Directors or
stockholders, consent, either by a writing on the records of the meeting or
filed with the Secretary, or by presence at such meeting or oral consent entered
on the minutes, or by taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed, and at such meeting any business may be transacted
which is not excepted from the written consent to the consideration of which no
objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or such consent, provided a quorum was present at
such meeting, the proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such meeting; and such
consent or approval of stockholders may be by proxy or attorney, but all such
proxies and powers of attorney must be in writing.
Section
3. Whenever
any notice whatever is required to be given under the provisions of the statute,
of the Articles of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE
8
Officers
Section
1. The
officers of the corporation shall be chosen by the Board of Directors and shall
be a President, a Secretary and a Treasurer. Any person may hold two or more
offices.
Section
2. The
Board of Directors at its first meeting after each annual meeting of
stockholders shall choose a Chairman of the Board who shall be a Director, and
shall choose a President, a Secretary and a Treasurer, none of whom need be
Directors.
Section
3. The
Board of Directors may appoint a Vice-Chairman of the Board, Vice-Presidents and
one or more Assistant Secretaries and Assistant Treasurers and 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 and compensation of all officers of the corporation shall be fixed by
the Board of Directors.
Section
5. The
officers of the corporation shall hold office at the pleasure of the Board of
Directors. Any officer elected or appointed by the Board of Directors may be
removed any time by the Board of Directors. Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise shall be filled
by the Board of Directors.
Section
6. The
Chairman of the
Board shall preside at meetings of the stockholders and the Board of
Directors, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section
7. The
Vice-Chairman
shall, in the absence or disability of the Chairman of the Board, perform the
duties and exercise the powers of the Chairman of the Board and shall perform
other such duties as the Board of Directors may from time to time
prescribe.
Section
8. The
President shall
be the chief executive officer of the corporation and shall have active
management of the business of the corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to the extent the
signing and execution thereof shall be expressly designated by the Board of
Directors to some other officer or agent of the corporation.
Section
9. The
Vice-Presidents
shall act under the direction of the President and in absence or disability of
the President shall perform the duties and exercise the powers of the President.
They shall perform such other duties and have such other powers as the President
or the Board of Directors may from time to time prescribe. The Board of
Directors may designate
one or
more Executive Vice-Presidents or may otherwise specify the order of seniority
of the Vice-Presidents. The duties and powers of the President shall descend to
the Vice-Presidents in such specified order of seniority.
Section
10. The
Secretary shall
act under the direction of the President. Subject to the direction of the
President he shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record the proceedings. He shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and will perform other such duties as may be prescribed by
the President or the Board of Directors.
Section
11. The
Assistant
Secretaries shall act under the direction of the President. In order of
their seniority, unless otherwise determined by the President or the Board of
Directors, they shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary. They shall perform other
such duties and have such other powers as the President and the Board of
Directors may from time to time prescribe.
Section
12. The Treasurer shall act
under the direction of the President. Section Subject to the direction of the
President he shall have 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 money 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. He shall disburse the funds of the
corporation as may be ordered by the President or 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.
If
required by the Board of Directors, the Treasurer shall give the corporation a
bond in such sum and with such surety 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 under his control belonging to the
corporation.
Section
13. The
Assistant
Treasurers in order of their seniority, unless otherwise determined by
the President or the Board of Directors, shall, in the absence or disability of
the Treasurer, perform the duties and exercise the powers of the Treasurer. They
shall perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.
ARTICLE
9
Certificates
of Stock
Section
1. Every
stockholder shall be entitled to have a certificate signed by the President or a
Vice- President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the corporation, certifying the number of shares owned
by him in the corporation. If the corporation shall be authorized to issue more
than one class of stock or more that one series of any class, the designations,
preferences and relative, participating, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such stock.
Section
2. If
a certificate is signed (a) by a transfer agent other than the corporation or
its employees or (b) by a registrar other than the corporation or its employees,
the signatures of the officers of the corporation may be facsimiles. In case any
officer who has signed or whose facsimile signatures have been placed upon a
certificate shall cease to be such officer before such certificate is issued,
such certificate may be issued with the same effect as though the person had not
ceased to be such officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
Section
3. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or
destroyed.
Section
4. Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duty endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation, if it is satisfied that all provisions of the laws and regulations
applicable to the corporation regarding transfer and ownership of shares have
been compiled with, to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its
books.
Section
5. The
Board of Directors may fix in advance a date not exceeding sixty (60) days nor
less than ten (IO) days preceding the date of any meeting of stockholders, or
the date of the payment of any dividend, or the date of the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining the consent of stockholders
for any purpose, as a record date for the termination of the stockholders
entitled to notice of and to vote at any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to give such
consent, and in the such case, such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to
notice of and to vote as such meeting, or any adjournment thereof, or to receive
such payment of dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after such record date
fixed as aforesaid.
Section
6. The
corporation shall be entitled to recognize the person registered on its books as
the owner of the share to be the exclusive owner for all purposes including
voting and dividends, and the corporation shall not be bound to recognize any
equitable or other claims to or interest in such shares or shares on the part of
any -other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Nevada.
ARTICLE
10
General
Provisions
Section
1. Dividends
upon the capital stock of the corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to the provisions of the
Articles of Incorporation.
Section
2. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends or for repairing and maintaining
any property of the corporation, or for such other purpose as the Directors
shall think conducive to the interests of the corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was
created.
Section
3. All
checks or demands for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
Section
4. The
fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
Section
5. The
corporation may or may not have a corporate seal, as may be from time to time
determined by resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the corporation and the
words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner
reproduced.
Every
person who was or is a party or is a threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this
Article.
The Board
of Directors may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a Director or officer of the corporation, or
is or was serving at the request of the corporation as a Director or officer of
another corporation, or as its representative in a partnership, joint venture.
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
The Board
of Directors may form time to time adopt further Bylaws with respect to
indemnification and amend these and such Bylaws to provide at all times the
fullest indemnification permitted by the General Corporation Law of the State of
Nevada.
ARTICLE
12
Amendments
Section
1. The
Bylaws may be amended by a majority vote of all the stock issued and outstanding
and entitled to vote at any annual or special meeting of the stockholders,
provided notice of intention to amend shall have been contained in the notice of
the meeting.
Section
2. The
Board of Directors by a majority vote of the whole Board at any meeting may
amend these Bylaws, including Bylaws adopted by the stockholders, but the
stockholders may from time to time specify particulars of the Bylaws which shall
not be amended by the Board of Directors.
I,
Rizalina Gregorio Raneses , hereby certify that I am the Secretary Treasurer of
Plandel Resources, Inc. and the foregoing Bylaws, consisting of 11 pages,
constitute the code of Bylaws of this company as duly adopted by the Secretary
of the corporation on March 22, 2010.
IN
WITNESS WHEREOF, I have hereunto subscribed my name on March 22,2010.