Registration of Securities of a Small-Business Issuer — Form 10-SB Filing Table of Contents
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Section
1.PRINCIPAL
OFFICES.
The
principal office shall be in the City of Las Vegas, State of
California.
Section
2.OTHER
OFFICES.
The
board of directors may at any time establish branch or subordinate offices
at
any place or places where the corporation is qualified to do
business.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1.PLACE
OF MEETINGS.
Meetings of stockholders shall be held at any place within or without the State
of Nevada designated by the board of directors. In the absence of any such
designation, stockholders’ meetings shall be held at the principal executive
office of the corporation.
Section
2.ANNUAL
MEETINGS.
The
annual meetings of stockholders shall be held at a date and time designated
by
the board of directors. At such meetings, directors shall be elected and any
other proper business may be transacted by a plurality vote of
stockholders.
Section
3.SPECIAL
MEETINGS.
A
special meeting of the stockholders, for any purpose or purposes whatsoever,
unless prescribed by statute or by the articles of incorporation, may be called
at any time by the president and shall be called by the president or secretary
at the request in writing of a majority of the board of directors, or at the
request in writing of stockholders holding shares in the aggregate entitled
to
cast not less than a majority of the votes at any such meeting.
The
request shall be in writing, specifying the time of such meeting, the place
where it is to be held and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or
by
telegraphic or other facsimile transmission to the chairman of the board, the
president, any vice president or the secretary of the corporation. The officer
receiving such request forthwith shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of Sections
4
and 5 of this Article II, that a meeting will be held at the time requested
by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is
not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of stockholders called by action of the board of
directors may be held.
1
Section
4.NOTICE
OF STOCKHOLDERS’ MEETINGS.
All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10) nor more
than sixty (60) days before the date of the meeting being noticed. The notice
shall specify the place, date and hour of the meeting and (i) in the case of
a
special meeting the general nature of the business to be transacted, or (ii)
in
the case of the annual meeting those matters which the board of directors,
at
the time of giving the notice, intends to present for action by the
stockholders. The notice of any meeting at which directors are to be elected
shall include the name of any nominee or nominees which, at the time of the
notice, management intends to present for election.
If
action
is proposed to be taken at any meeting for approval of (i) contracts or
transactions in which a director has a direct or indirect financial interest,
(ii) an amendment to the articles of incorporation, (iii) a reorganization
of
the corporation, (iv) dissolution of the corporation, or (v) a distribution
to
preferred stockholders, the notice shall also state the general nature of such
proposal.
Section
5.MANNER
OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice
of any meeting of stockholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the stockholder at the address of such stockholder appearing on
the
books of the corporation or given by the stockholder to the corporation for
the
purpose of notice. If no such address appears on the corporation’s books or is
given, notice shall be deemed to have been given if sent by mail or telegram
to
the corporation’s principal executive office, or if published at least once in a
newspaper of general circulation in the county where this office is located.
Personal delivery of any such notice to any officer of a corporation or
association or to any member of a partnership shall constitute delivery of
such
notice to such corporation, association or partnership. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication. In the event
of the transfer of stock after delivery or mailing of the notice of and prior
to
the holding of the meeting, it shall not be necessary to deliver or mail notice
of the meeting to the transferee.
If
any
notice addressed to a stockholder at the address of such stockholder appearing
on the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice to the stockholder at such address, all future
notices or reports shall be deemed to have been duly given without further
mailing if the same shall be available to the stockholder upon written demand
of
the stockholder at the principal executive office of the corporation for a
period of one year from the date of the giving of such notice.
2
An
affidavit of the mailing or other means of giving any notice of any
stockholders’ meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving such notice, and shall be filed
and
maintained in the minute book of the corporation.
Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section
6.QUORUM.
The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of stockholders shall constitute a quorum for
the transaction of business, except as otherwise provided by statute or the
articles of incorporation. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less
than a quorum, if any action taken (other than adjournment) is approved by
at
least a majority of the shares required to constitute a quorum.
Section
7.ADJOURNED
MEETING AND NOTICE THEREOF.
Any
stockholders’ meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence
of
a quorum, no other business may be transacted at such meeting.
When
any
meeting of stockholders, either annual or special, is adjourned to another
time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at a meeting at which the adjournment is taken.
At
any adjourned meeting the corporation may transact any business which might
have
been transacted at the original meeting.
Section
8.VOTING.
Unless
a record date set for voting purposes be fixed as provided in Section 1 of
Article VIII of these bylaws, only persons in whose names shares entitled to
vote stand on the stock records of the corporation at the close of business
on
the business day next preceding the day on which notice is given (or, if notice
is waived, at the close of business on the business day next preceding the
day
on which the meeting is held) shall be entitled to vote at such meeting. Any
stockholder entitled to vote on any matter other than elections of directors
or
officers, may vote part of the shares in favor of the proposal and refrain
from
voting the remaining shares or vote them against the proposal, but, if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder’s approving
vote is with respect to all shares such stockholder is entitled to vote. Such
vote may be by voice vote or by ballot; provided, however, that all elections
for directors must be by ballot upon demand by a stockholder at any election
and
before the voting begins.
When
a
quorum is present or represented at any meeting, the vote of the holders of
a
majority of the stock having voting power present in person or represented
by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the articles of
incorporation a different vote is required in which case such express provision
shall govern and control the decision of such question. Every stockholder of
record of the corporation shall be entitled at each meeting of stockholders
to
one vote for each share of stock standing in his name on the books of the
corporation.
3
Section
9.WAIVER
OF NOTICE OR CONSENT BY ABSENTSTOCKHOLDERS.
The
transactions at any meeting of stockholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written waiver
of
notice or a consent to a holding of the meeting, or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business
to
be transacted or the purpose of any regular or special meeting of stockholders,
except that if action is taken or proposed to be taken for approval of any
of
those matters specified in the second paragraph of Section 4 of this
Article II, the waiver of notice or consent shall state the general nature
of such proposal. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Attendance
of a person at a meeting shall also constitute a waiver of notice of such
meeting, except when the person objects, at the beginning of the meeting, to
the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice if such
objection is expressly made at the meeting.
Section
10.STOCKHOLDER
ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any
action which may be taken at any annual or special meeting of stockholders
may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled
to
vote thereon were present and voted. All such consents shall be filed with
the
secretary of the corporation and shall be maintained in the corporate records.
Any stockholder giving a written consent, or the stockholder’s proxy holders, or
a transferee of the shares of a personal representative of the stockholder
of
their respective proxy holders, may revoke the consent by a writing received
by
the secretary of the corporation prior to the time that written consents of
the
number of shares required to authorize the proposed action have been filed
with
the secretary.
Section
11.PROXIES.
Every
person entitled to vote for directors or on any other matter shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the secretary of the corporation.
A
proxy shall be deemed signed if the stockholder’s name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the stockholder or the stockholder’s attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless revoked by the person executing it, prior to the
vote pursuant thereto, by a writing delivered to the corporation stating that
the proxy is revoked or by a subsequent proxy executed by, or attendance at
the
meeting and voting in person by the person executing the proxy; provided,
however, that no such proxy shall be valid after the expiration of six (6)
months from the date of such proxy, unless coupled with an interest, or unless
the person executing it specifies therein the length of time for which it is
to
continue in force, which in no case shall exceed seven (7) years from the date
of its execution. Subject to the above and the provisions of Section 78.355
of the Nevada General Corporation Law, any proxy duly executed is not revoked
and continues in full force and effect until an instrument revoking it or a
duly
executed proxy bearing a later date is filed with the secretary of the
corporation.
4
Section
12.INSPECTORS
OF ELECTION.
Before
any meeting of stockholders, the board of directors may appoint any persons
other than nominees for office to act as inspectors of election at the meeting
or its adjournment. If no inspectors of election are appointed, the chairman
of
the meeting may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting. The number of inspectors shall
be
either one (1) or three (3). If inspectors are appointed at a meeting on the
request of one or more stockholders or proxies, the holders of a majority of
shares or their proxies present at the meeting shall determine whether one
(1)
or three (3) inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment by the board of directors before the meeting, or by the chairman
at the meeting.
The
duties of these inspectors shall be as follows:
(a) Determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies;
(b) Receive
votes, ballots, or consents;
(c) Hear
and
determine all challenges and questions in any way arising in connection with
the
right to vote;
(d) Count
and
tabulate all votes or consents;
(e) Determine
the election result; and
(f) Do
any
other acts that may be proper to conduct the election or vote with fairness
to
all stockholders.
ARTICLE
III
DIRECTORS
Section
1.POWERS.
Subject
to the provisions of the Nevada General Corporation Law and any limitations
in
the articles of incorporation and these bylaws relating to action required
to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall
be
exercised by or under the direction of the board of directors.
Without
prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the directors shall have the power and authority
to:
(a) Select
and remove all officers, agents, and employees of the corporation, prescribe
such powers and duties for them as may not be inconsistent with law, with the
articles of incorporation or these bylaws, fix their compensation, and require
from them security for faithful service.
5
(b) Change
the principal executive office or the principal business office from one
location to another; cause the corporation to be qualified to do business in
any
other state, territory, dependency, or foreign country and conduct business
within or without the State; designate any place within or without the State
for
the holding of any stockholders’ meeting, or meetings, including annual
meetings; adopt, make and use a corporate seal, and prescribe the forms of
certificates of stock, and alter the form of such seal and of such certificates
from time to time as in their judgment they may deem best, provided that such
forms shall at all times comply with the provisions of law.
(c) Authorize
the issuance of shares of stock of the corporation from time to time, upon
such
terms as may be lawful, in consideration of money paid, labor done or services
actually rendered, debts or securities cancelled, tangible or intangible
property actually received.
(d) Borrow
money and incur indebtedness for the purpose of the corporation, and cause
to be
executed and delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or other
evidences of debt and securities therefor.
Section
2.NUMBER
OF DIRECTORS.
The
number of directors which shall constitute the whole board shall not be less
than one (1) nor more than nine (9). The exact number of authorized directors
shall be set by resolution of the board of directors, within the limits
specified above. The maximum or minimum number of directors cannot be changed,
nor can a fixed number be substituted for the maximum and minimum numbers,
except by a duly adopted amendment to the articles of incorporation or by an
amendment to this bylaw.
Section
3.QUALIFICATION,
ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the stockholders to hold
office until the next annual meeting, but if any such annual meeting is not
held
or the directors are not elected at any annual meeting, the directors may be
elected at any special meeting of stockholders held for that purpose, or at
the
next annual meeting of stockholders held thereafter. Each director, including
a
director elected to fill a vacancy, shall hold office until the expiration
of
the term for which elected and until a successor has been elected and qualified
or until his earlier resignation or removal or his office has been declared
vacant in the manner provided in these bylaws. Directors need not be
stockholders.
Section
4.RESIGNATION
AND REMOVAL OF DIRECTORS.
Any
director may resign effective upon giving written notice to the chairman of
the
board, the president, the secretary or the board of directors of the
corporation, unless the notice specifies a later time for the effectiveness
of
such resignation, in which case such resignation shall be effective at the
time
specified. Unless such resignation specifies otherwise, its acceptance by the
corporation shall not be necessary to make it effective. The board of directors
may declare vacant the office of a director who has been declared of unsound
mind by an order of a court or convicted of a felony. Any or all of the
directors may be removed without cause of such removal is approved by the
affirmative vote of a majority of the outstanding shares entitled to vote.
No
reduction of the authorized number of directors shall have the effect of
removing any director before his term of office expires.
6
Section
5.VACANCIES.
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 until the next annual meeting of
the
stockholders and until a successor has been elected and qualified.
A
vacancy
in the board of directors exists as to any authorized position of directors
which is not then filled by a duly elected director, whether caused by death,
resignation, removal, increase in the authorized number of directors or
otherwise.
The
stockholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, but any such election by written
consent shall require the consent of a majority of the outstanding shares
entitled to vote. If the resignation of a director is effective at a future
time, the board of directors may elect a successor to take office when the
resignation becomes effective.
If
after
the filling of any vacancy by the directors, the directors then in office who
have been elected by the stockholders shall constitute less than a majority
of
the directors then in office, any holder or holders of an aggregate of five
percent or more of the total number of shares at the time outstanding having
the
right to vote for such directors may call a special meeting of the stockholders
to elect the entire board. The term of office of any director not elected by
the
stockholders shall terminate upon the election of a successor.
Section
6.PLACE
OF MEETINGS.
Regular
meetings of the board of directors shall be held at any place within or without
the State of Nevada that has been designated from time to time by resolution
of
the board. In the absence of such designation, regular meetings shall be held
at
the principal executive office of the corporation. Special meetings of the
board
shall be held at any place within or without the State of Nevada that has been
designated in the notice of the meeting or, if not stated in the notice or
there
is not notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in such meeting
can hear one another, and all such directors shall be deemed to be present
in
person at such meeting.
Section
7.ANNUAL
MEETINGS.
Immediately following each annual meeting of stockholders, the board of
directors shall hold a regular meeting for the purpose of transaction of other
business. Notice of this meeting shall not be required.
Section
8.OTHER
REGULAR MEETINGS.
Other
regular meetings of the board of directors shall be held without call at such
time as shall from time to time be fixed by the board of directors. Such regular
meetings may be held without notice, provided the notice of any change in the
time of any such meetings shall be given to all of the directors. Notice of
a
change in the determination of the time shall be given to each director in
the
same manner as notice for special meetings of the board of
directors.
7
Section
9.SPECIAL
MEETINGS.
Special
meetings of the board of directors for any purpose or purposes may be called
at
any time by the chairman of the board or the president or any vice president
or
the secretary or any two directors.
Notice
of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at his or her address as it is shown upon
the records of the corporation. In case such notice is mailed, it shall be
deposited in the United States mail at least four (4) days prior to the time
of
the holding of the meeting. In case such notice is delivered personally, or
by
telephone or telegram, it shall be delivered personally or by telephone or
to
the telegraph company at least forty-eight (48) hours prior to the time of
the
holding of the meeting. Any oral notice given personally or by telephone may
be
communicated to either the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose of the meeting
nor
the place if the meeting is to be held at the principal executive office of
the
corporation.
Section
10.QUORUM.
A
majority of the authorized number of directors shall 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, subject to the provisions of Section 78.140 of the Nevada
General Corporation Law (approval of contracts or transactions in which a
director has a direct or indirect material financial interest),
Section 78.125 (appointment of committees), and Section 78.751
(indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for such meeting.
Section
11.WAIVER
OF NOTICE.
The
transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly
held
after regular call and notice if a quorum be present and if, either before
or
after the meeting, each of the directors not present signs a written waiver
of
notice, a consent to holding the meeting or an approval of the minutes thereof.
The waiver of notice of consent need not specify the purpose of the meeting.
All
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Notice of a meeting shall also
be
deemed given to any director who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such
director.
Section
12.ADJOURNMENT.
A
majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
Section
13.NOTICE
OF ADJOURNMENT.
Notice
of the time and place of holding an adjourned meeting need not be given, unless
the meeting is adjourned for more than twenty-four (24) hours, in which case
notice of such time and place shall be given prior to the time of the adjourned
meeting, in the manner specified in Section 8 of this Article III, to the
directors who were not present at the time of the adjournment.
Section
14.ACTION
WITHOUT MEETING.
Any
action required or permitted to be taken by the board of directors may be taken
without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the minutes
of
the proceedings of the board.
8
Section
15.FEES
AND COMPENSATION OF DIRECTORS.
Directors and members of committees may receive such compensation, if any,
for
their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. Nothing herein contained
shall be construed to preclude any director from serving the corporation in
any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services. Members of special or standing committees may
be
allowed like compensation for attending committee meetings.
ARTICLE
IV
COMMITTEES
Section
1.COMMITTEES
OF DIRECTORS.
The
board of directors may, by resolution adopted by a majority of the authorized
number of directors, designate one or more committees, each consisting of one
or
more directors, to serve at the pleasure of the board. The board may designate
one or more directors as alternate members of any committees, who may replace
any absent member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the board, shall have all the authority
of
the board, except with regard to:
(a) the
approval of any action which, under the Nevada General Corporation Law, also
requires stockholders’ approval or approval of the outstanding
shares;
(b) the
filing of vacancies on the board of directors or in any committees;
(c) the
fixing of compensation of the directors for serving on the board or on any
committee;
(d) the
amendment or repeal of bylaws or the adoption of new bylaws;
(e) the
amendment or repeal of any resolution of the board of directors which by its
express terms is not so amendable or repealable;
(f) a
distribution to the stockholders of the corporation, except at a rate or in
a
periodic amount or within a price range determined by the board of directors;
or
(g) the
appointment of any other committees of the board of directors or the members
thereof.
Section
2.MEETINGS
AND ACTION BY COMMITTEES.
Meetings and action of committees shall be governed by, and held and taken
in
accordance with, the provisions of Article III, Sections 6 (place of meetings),
8 (regular meetings), 9 (special meetings and notice), 10 (quorum), 11 (waiver
of notice), 12 (adjournment), 13 (notice of adjournment) and 14 (action without
meeting), with such changes in the context of those bylaws as are necessary
to
substitute the committee and its members for the board of directors and its
members, except that the time or regular meetings of committees may be
determined by resolutions of the board of directors and notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
9
ARTICLE
V
OFFICERS
Section
1.OFFICERS.
The
officers of the corporation shall be a president, a secretary and a treasurer.
The corporation may also have, at the discretion of the board of directors,
a
chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may
be
appointed in accordance with the provisions of Section 3 of this Article V.
Any two or more offices may be held by the same person.
Section
2.ELECTION
OF OFFICERS.
The
officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article V, shall be chosen by the board of directors, and each shall serve
at the pleasure of the board, subject to the rights, if any, of an officer
under
any contract of employment. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president, a vice president,
a secretary and a treasurer, none of whom need be a member of the board. The
salaries of all officers and agents of the corporation shall be fixed by the
board of directors.
Section
3.SUBORDINATE
OFFICERS, ETC.
The
board of directors may appoint, and may empower the president to appoint, such
other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the bylaws or as the board of directors may from time to
time
determine.
Section
4.REMOVAL
AND RESIGNATION OF OFFICERS.
The
officers of the corporation shall hold office until their successors are chosen
and qualify. Subject to the rights, if any, of an officer under any contract
of
employment, any officer may be removed, either with or without cause, by the
board of directors, at any regular or special meeting thereof, or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power or removal may be conferred by the board of directors.
Any
officer may resign at any time by giving written notice to the corporation.
Any
such resignation shall take effect at the date of the receipt of such notice
or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any such resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
10
Section
5.VACANCIES
IN OFFICES.
A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these bylaws
for
regular appointments to such office.
Section
6.CHAIRMAN
OF THE BOARD.
The
chairman of the board, if such an officer be elected, shall, if present, preside
at all meetings of the board of directors and exercise and perform such other
powers and duties as may be from time to time assigned to him by the board
of
directors or prescribed by the bylaws. If there is no president, the chairman
of
the board shall in addition be the chief executive officer of the corporation
and shall have the powers and duties prescribed in Section 7 of this
Article V.
Section
7.PRESIDENT.
Subject
to such supervisory powers, if any, as may be given by the board of directors
to
the chairman of the board, if there be such an officer, 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 the officers of the corporation. He shall preside at all
meetings of the stockholders and, in the absence of the chairman of the board,
of if there be none, at all meetings of the board of directors. He 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. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except 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
8.VICE
PRESIDENTS.
In the
absence or disability of the president, the vice presidents, if any, in order
of
their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the duties
of
the president, and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the president. The vice presidents shall have
such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the bylaws, the
president or the chairman of the board.
Section
9.SECRETARY.
The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and shall record, keep or cause to be kept, at the principal
executive office or such other place as the board of directors may order, a
book
of minutes of all meetings of directors, committees of directors and
stockholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at directors’ and committee meetings, the number of shares present or
represented at stockholders’ meetings, and the proceedings thereof.
The
secretary shall keep, or cause to be kept, at the principal executive office
or
at the office of the corporation’s transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
11
The
secretary shall give, or cause to be given, notice of all meetings of
stockholders and of the board of directors required by the bylaws or by law
to
be given, and he shall keep the seal of the corporation in safe custody, as
may
be prescribed by the board of directors or by the bylaws.
Section
10.CHIEF
FINANCIAL OFFICER/TREASURER.
Unless
otherwise provided by the board of directors, the chief financial officer shall
be the treasurer of the Corporation. The treasurer shall keep and maintain,
or
cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at
all
reasonable times be open to inspection by any director.
The
treasurer shall deposit all moneys and other valuables in the name and to the
credit of the corporation with such depositaries as may be designated by the
board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer
and
of the financial condition of the corporation, and shall have other powers
and
perform such other duties as may be prescribed by the board of directors or
the
bylaws.
If
required by the board of directors, the treasurer shall give the corporation
a
bond in such sum and with such surety or sureties 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.
ARTICLE
VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES,
AND
OTHER
AGENTS
Section
1.ACTIONS
OTHER THAN BY THE CORPORATION.
The
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except
an
action by or in the right of the corporation, by reason of the fact that he
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys’ fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of
the corporation, and, with respect to any criminal action or proceeding, has
no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had
reasonable cause to believe that his conduct was unlawful.
12
Section
2.ACTIONS
BY THE CORPORATION.
The
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the corporation to procure a judgment in its favor by reason of
the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid
in
settlement and attorneys’ fees, actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted
in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems
proper.
Section
3.SUCCESSFUL
DEFENSE.
To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with the defense.
Section
4.REQUIRED
APPROVAL.
Any
indemnification under Sections 1 and 2, unless ordered by a court or
advanced pursuant to Section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By
the
stockholders;
(b) By
the
board of directors by majority vote of a quorum consisting of directors who
were
not parties to the act, suit or proceeding;
(c) If
a
majority vote of a quorum consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal counsel in a written
opinion; or
(d) If
a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
Section
5.ADVANCE
OF EXPENSES.
The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that 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. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
13
Section
6.OTHER
RIGHTS.
The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this Article VI:
(a) Does
not
exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation
or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to Section 2 or for the advancement of expenses made
pursuant to Section 5, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.
(b) Continues
for a person who has ceased to be a director, officer, employee or agent and
inures to the benefit of the heirs, executors and administrators of such a
person.
Section
7.INSURANCE.
The
corporation may purchase and maintain insurance on behalf of any person who
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article VI.
Section
8.RELIANCE
ON PROVISIONS.
Each
person who shall act as an authorized representative of the corporation shall
be
deemed to be doing so in reliance upon the rights of indemnification provided
by
this Article.
Section
9.SEVERABILITY.
If any
of the provisions of this Article are held to be invalid or unenforceable,
this
Article shall be construed as if it did not contain such invalid or
unenforceable provision and the remaining provisions of this Article shall
remain in full force and effect.
Section
10.RETROACTIVE
EFFECT.
To the
extent permitted by applicable law, the rights and powers granted pursuant
to
this Article VI shall apply to acts and actions occurring or in progress prior
to its adoption by the board of directors.
ARTICLE
VII
RECORDS
AND BOOKS
Section
1.MAINTENANCE
OF SHARE REGISTER.
The
corporation shall keep at its principal executive office, or at the office
of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its stockholders, giving
the
names and addresses of all stockholders and the number and class of shares
held
by each stockholder.
14
Section
2.MAINTENANCE
OF BYLAWS.
The
corporation shall keep at its principal executive office, or if its principal
executive office is not in this State at its principal business office in this
State, the original or a copy of the bylaws as amended to date, which shall
be
open to inspection by the stockholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside this
state and the corporation has no principal business office in this state, the
secretary shall, upon the written request of any stockholder, furnish to such
stockholder a copy of the bylaws as amended to date.
Section
3.MAINTENANCE
OF OTHER CORPORATE RECORDS.
The
accounting books and records and minutes of proceedings of the stockholders
and
the board of directors and any committee or committees of the board of directors
shall be kept at such place or places designated by the board of directors,
or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable
of
being converted into written form.
Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind and to inspect the physical
properties of this corporation and any subsidiary of this corporation. Such
inspection by a director may be made in person or by agent or attorney and
the
right of inspection includes the right to copy and make extracts. The foregoing
rights of inspection shall extend to the records of each subsidiary of the
corporation.
Section
4.ANNUAL
REPORT TO STOCKHOLDERS.
Nothing
herein shall be interpreted as prohibiting the board of directors from issuing
annual or other periodic reports to the stockholders of the corporation as
they
deem appropriate.
Section
5.FINANCIAL
STATEMENTS.
A copy
of any annual financial statement and any income statement of the corporation
for each quarterly period of each fiscal year, and any accompanying balance
sheet of the corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the principal executive
office of the corporation for twelve (12) months.
Section
6.ANNUAL
LIST OF DIRECTORS, OFFICERS AND RESIDENT AGENTS.
The
corporation shall, on or before December 31st of each year, file with the
Secretary of State of the State of Nevada, on the prescribed form, a list of
its
officers and directors and a designation of its resident agent in
Nevada.
ARTICLE
VIII
GENERAL
CORPORATE MATTERS
Section
1.RECORD
DATE.
For
purposes of determining the stockholders entitled to notice of any meeting
or to
vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any such meeting nor more than sixty (60) days prior to any
other
action, and in such case only stockholders of record on the date so fixed are
entitled to notice and to vote or to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after
the record date fixed as aforesaid, except as otherwise provided in the Nevada
General Corporation Law.
15
If
the
board of directors does not so fix a record date:
(a) The
record date for determining stockholders entitled to notice of or to vote at
a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the
close
of business on the business day next preceding the day on which the meeting
is
held.
(b) The
record date for determining stockholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the board has
been
taken, shall be the day on which the first written consent is
given.
(c) The
record date for determining stockholders for any other purpose shall be at
the
close of business on the day on which the board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
whichever is later.
Section
2.CLOSING
OF TRANSFER BOOKS PROHIBITED.
In
connection with the determination of stockholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any right in
respect of any other lawful action, the board of directors shall not close
the
stock transfer books of the corporation for any reason but shall instead fix
a
record date for such determination in the manner provided in Section 1 of
Article VIII of these bylaws.
Section
3.REGISTERED
STOCKHOLDERS.
The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to
vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share 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.
Section
4.CHECKS,
DRAFTS, EVIDENCES OF INDEBTEDNESS.
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, from time
to
time, shall be determined by resolution of the board of directors.
Section
5.CORPORATE
CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The
board of directors, except as in the bylaws otherwise provided, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power
or
authority to bind the corporation by any contract or engagement or to pledge
its
credit or to render it liable for any purpose or to any amount.
16
Section
6.STOCK
CERTIFICATES.
A
certificate or certificates for shares of the capital stock of the corporation
shall be issued to each stockholder when any such shares are fully paid, and
the
board of directors may authorize the issuance of certificates or shares as
partly paid provided that such certificates shall state the amount of the
consideration to be paid therefor and the amount paid thereon. All certificates
shall be signed in the name of the corporation by the president or vice
president and by the treasurer or an assistant treasurer or the secretary or
any
assistant secretary, certifying the number of shares and the class or series
of
shares owned by the stockholder. When the corporation is authorized to issue
shares of more than one class or more than one series of any class, there shall
be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the corporation will furnish to any stockholders upon
request and without charge, a full or summary statement of the designations,
preferences and relatives, participating, optional or other special rights
of
the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, and, if the corporation shall be
authorized to issue only special stock, such certificate must set forth in
full
or summarize the rights of the holders of such stock. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.
No
new
certificate for shares shall be issued in place of any certificate theretofore
issued unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate may be issued without the surrender
and cancellation of the old certificate if the certificate thereto fore issued
is alleged to have been lost, stolen or destroyed. In case of any such allegedly
lost, stolen or destroyed certificate, the corporation may require the owner
thereof or the legal representative of such owner to give the corporation a
bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of
such new certificate.
Section
7.DIVIDENDS.
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.
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 or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors
may
modify or abolish any such reserves in the manner in which it was
created.
17
Section
8.FISCAL
YEAR.
The
fiscal year of the corporation shall be fixed by resolution of the board of
directors.
Section
9.SEAL.
The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its incorporation and the words “Corporate Seal, Nevada.”
Section
10.REPRESENTATION
OF SHARES OF OTHER CORPORA-TIONS.
The
chairman of the board, the president, or any vice president, or any other person
authorized by resolution of the board of directors by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any
and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority herein granted to said
officers to vote or represent on behalf of the corporation any and all shares
held by the corporation in any other corporation or corporations may be
exercised by any such officer in person or by any person authorized to do so
by
proxy duly executed by said officer.
Section
11.CONSTRUCTION
AND DEFINITIONS.
Unless
the context requires otherwise, the general provisions, rules of construction,
and definitions in the Nevada General Corporation Law shall govern the
construction of the bylaws. Without limiting the generality of the foregoing,
the singular number includes the plural, the plural number includes the
singular, and the term “person” includes both a corporation and a natural
person.
ARTICLE
IX
AMENDMENTS
Section
1.AMENDMENT
BY STOCKHOLDERS.
New
bylaws may be adopted or these bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled to vote,
or by
the written assent of stockholders entitled to vote such shares, except as
otherwise provided by law or by the articles of incorporation.
Section
2.AMENDMENT
BY DIRECTORS.
Subject
to the rights of the stockholders as provided in Section 1 of this Article,
bylaws may be adopted, amended or repealed by the board of
directors.
18
C
E R
T I F I C A T E O F S E C R E T A R Y
I,
the
undersigned, do hereby certify:
1. That
I am
the duly elected and acting secretary of BlueFire Ethanol Fuels, Inc. (formerly
Sucre Agricultural Corp.), a Nevada corporation; and
2. That
the
foregoing Amended and Restated Bylaws, comprising eighteen (18) pages,
constitute the Bylaws of said corporation as duly adopted by the board of
directors of said corporation by a Unanimous Written Consent dated as of May27,2006.
IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said
corporation this 27th day of May 2006.