Greystone Logistics, Inc. – ‘8-K12G3’ for 5/2/02 – EX-3.2

On:  Friday, 5/24/02, at 9:43am ET   ·   For:  5/2/02   ·   Accession #:  1072613-2-895   ·   File #:  0-26331

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Palweb Corporation Form 8-K Dated 05/02/2002           8     36K 
 2: EX-2.1      Certificate of Ownership                               4     18K 
 3: EX-2.2      Certificate of Ownership                               4     17K 
 4: EX-3.1      Certificate of Incorporation                          13     53K 
 5: EX-3.2      Bylaws of Palweb Oklahoma Corporation                 19     79K 

EX-3.2   —   Bylaws of Palweb Oklahoma Corporation
Exhibit Table of Contents

EX-3.2
1st Page of 19
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 3.2
                                                                     -----------

BYLAWS

OF

 PALWEB OKLAHOMA CORPORATION

(AS ADOPTED MAY 2, 2002)

EX-3.2
2nd Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 TABLE OF CONTENTS
TO
BYLAWS
OF
 PALWEB OKLAHOMA CORPORATION
 (AN OKLAHOMA CORPORATION)

                                                                          PAGE
                                                                          ----
ARTICLE I - SHAREHOLDERS.....................................................1  
Section 1.01.           Annual Meeting.......................................1  
Section 1.02.           Special Meetings.....................................1  
Section 1.03.           Notice of Meetings...................................1  
Section 1.04.           Quorum...............................................2  
Section 1.05.           Organization.........................................2  
Section 1.06.           Conduct of Business..................................3  
Section 1.07.           Proxies and Voting...................................3  
Section 1.08.           Stock List...........................................4  
Section 1.09.           Inspectors of Elections..............................5  
Section 1.10.           Voting Procedures....................................5  
Section 1.11.           Notice of Shareholder Nomination and                    
                        Shareholder Business...............................6

ARTICLE II - BOARD OF DIRECTORS..............................................7  
Section 2.01.           Number and Term of Office............................7  
Section 2.02.           Vacancies............................................7  
Section 2.03.           Regular Meetings.....................................7  
Section 2.04.           Special Meetings.....................................8  
Section 2.05.           Quorum...............................................8  
Section 2.06.           Participation in Meetings by Conference                 
                        Telephone..........................................8
Section 2.07.           Written Consents.....................................8  
Section 2.08.           Conduct of Business..................................8  
Section 2.09.           Powers...............................................9  
Section 2.10.           Compensation of Directors............................9  

ARTICLE III - COMMITTEES....................................................10  
Section 3.01.           Executive Committee.................................10  
Section 3.02.           Other Committees of the Board of Directors..........10  
Section 3.03.           Limitations on Power and Authority of Committees....10  
Section 3.04.           Conduct of Business.................................11  

ARTICLE IV - OFFICERS.......................................................11  
Section 4.01.           Generally...........................................11  
Section 4.02.           Chairman of the Board...............................11  
Section 4.03.           Vice Chairman of the Board..........................11  
Section 4.04.           President...........................................12  
Section 4.05.           Vice Presidents.....................................12  

EX-3.2
3rd Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Section 4.06.           Secretary...........................................12  
Section 4.07.           Treasurer...........................................12  
Section 4.08.           Delegation of Authority.............................12  
Section 4.09.           Removal.............................................12  
Section 4.10.           Action with Respect to Securities of Other              
                        Corporations......................................13

ARTICLE V - STOCK...........................................................13  
Section 5.01.           Certificates of Stock...............................13  
Section 5.02.           Transfers of Stock..................................13  
Section 5.03.           Record Date.........................................13  
Section 5.04.           Lost, Stolen or Destroyed Certificates..............14  
Section 5.05.           Regulations.........................................14  

ARTICLE VI - NOTICES........................................................14  
Section 6.01.           Notices.............................................14  
Section 6.02.           Waivers.............................................15  

ARTICLE VII - MISCELLANEOUS.................................................15  
Section 7.01.           Facsimile Signatures................................15  
Section 7.02.           Corporate Seal......................................15  
Section 7.03.           Reliance upon Books, Reports and Records............15  
Section 7.04.           Fiscal Year.........................................15  
Section 7.05.           Time Periods........................................16  

ARTICLE VIII - AMENDMENTS...................................................16  

ARTICLE IX - ELECTRONIC TRANSMISSION........................................16  

ii

EX-3.2
4th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 4th
BYLAWS
OF
 PALWEB OKLAHOMA CORPORATION
(AS ADOPTED MAY 2, 2002)

ARTICLE I - SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING                                                    

          An annual meeting of the shareholders, 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 at such place,  
on such date, and at such time as the Board of Directors shall each year fix,   
which date shall be within thirteen months subsequent to the later of the date  
of incorporation or the last annual meeting of the shareholders. The board of   
directors may, in its sole discretion, determine that the meeting shall not be  
held at any place, but may be held solely by means of remote communication.     

SECTION 1.02. SPECIAL MEETINGS                                                  

       Special meetings of the shareholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or by the Chairman of the Board or the President and shall be held on such date,
and at such time as they or he shall fix.                                       

SECTION 1.03. NOTICE OF MEETINGS                                                

          Written notice of the place, if any, date, and time of all meetings,
and the means of remote communications, if any, by which shareholders and       
proxyholders may be deemed to be present in person and vote at the meetings, of 
the shareholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each shareholder    
entitled to vote at such meeting, except as otherwise provided herein or        
required by law (meaning, here and hereinafter, as required from time to time by
the Oklahoma General Corporation Act or the Certificate of Incorporation). The  
term "Certificate of Incorporation" as used herein shall mean the Certificate of
Incorporation of the corporation as may be amended from time to time. Notice of 
a special meeting of the shareholders shall also state the purpose or purposes  
for which the meeting is called.                                                

         When a meeting is adjourned to another place, if any, date or time,
written notice need not be given of the adjourned meeting if the place, if any, 
date, and time thereof and the means of remote communications, if any, by which 
shareholders and proxyholders may be deemed to be present in person and vote at 
the adjourned meeting are announced at the meeting at which the adjournment is  
taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, written notice of the  
place, if any, date, and time of the adjourned meeting shall be given in        
conformity herewith. At any adjourned meeting, any business may be transacted   
which might have been transacted at the original meeting.                       

EX-3.2
5th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 5th
          If a meeting is to be held solely by remote communication, notice of
a meeting shall also provide the information required to gain access to the     
shareholder list by reasonably accessible electronic network; provided, however,
that such list shall only be available to shareholders of the corporation.      

           Notice may be given effectively to shareholders if given by a from of
electronic transmission consented to by the shareholder to whom the notice is   
given. The consent shall be revocable by the shareholder by written notice to   
the corporation. Such consent shall be deemed revoked if (a) the corporation is 
unable to deliver by electronic transmission two consecutive notices given by   
the corporation in accordance with the consent; and (b) the inability becomes   
known to the secretary or an assistant secretary of the corporation or to the   
transfer agent, or other person responsible for the giving of notice; provided, 
however, the inadvertent failure to treat the inability as a revocation shall   
not invalidate any meeting or other action. Notice shall be deemed effectively  
given if by (i) facsimile telecommunication, when directed to a number at which 
the shareholder has consented to receive notice; (ii) electronic mail, when     
directed to an electronic mail address at which the shareholder has consented to
receive notice; (iii) a posting on an electronic network together with separate 
notice to the shareholder of the specific posting, upon the later of the posting
and the giving of separate notice; and (iv) any other form of electronic        
transmission, when directed to the shareholder in accordance with the           
shareholder's consent. An affidavit of the secretary or an assistant secretary  
or of the transfer agent or other agent of the corporation that the notice has  
been given by a form of electronic transmission shall, in the absence of fraud, 
be prima facie evidence of the facts stated therein.                            

SECTION 1.04. QUORUM                                                            

          At any meeting of the shareholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person,  
represented by proxy or by means of remote communication, shall constitute a    
quorum for all purposes, unless or except to the extent that the presence of a  
larger number may be required by law or by the Certificate of Incorporation.    

       If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person, represented by proxy or by means of electronic      
communication, may adjourn the meeting to another date, or time.                

SECTION 1.05. ORGANIZATION                                                      

          Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is 
present shall call to                                                           

 2

EX-3.2
6th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 6th
order any meeting of the shareholders and act as chairman of the meeting. In the
absence of the Secretary of the corporation, the secretary of the meeting shall 
be such person as the chairman appoints.                                        

SECTION 1.06. CONDUCT OF BUSINESS                                               

           The chairman of any meeting of shareholders shall determine the order
of business and the procedure at the meeting, including such regulation of the  
manner of voting and the conduct of discussion as seem to him in order.         

SECTION 1.07. PROXIES AND VOTING                                                

       At any meeting of the shareholders, every shareholder entitled to
vote may vote in person or by proxy authorized in such manner as specifically   
permitted by the Oklahoma General Corporation Act or as the corporation may     
otherwise permit. Proof of such authority shall be filed in accordance with the 
procedure established for the meeting. If authorized by the Board of Directors, 
the requirement of a written ballot shall be satisfied by a ballot submitted by 
electronic transmission; provided that the electronic transmission must either  
set forth or be submitted with information from which it can be determined that 
the electronic transmission was authorized by the shareholder or proxyholder.   
The validity and authenticity of any proxy shall be determined by the           
corporation.                                                                    

   Each shareholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the     
meeting, except as otherwise provided herein or required by law or by the       
Certificate of Incorporation.                                                   

  All voting, except where otherwise required by law or by the
Certificate of Incorporation, may be by a voice vote; provided, however, that   
upon demand therefor by a shareholder entitled to vote or his proxy, a stock    
vote shall be taken. Every stock vote shall be taken by ballots, each of which  
shall state the name of the shareholder or proxy voting and such other          
information as may be required under the procedure established for the meeting. 
Every vote taken by ballots shall be counted by an inspector or inspectors      
appointed by the chairman of the meeting.                                       

         All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law or by the Certificate of Incorporation, 
all other matters shall be determined by a majority of the votes cast.          

      Notwithstanding the provisions of this Section 1.07, any action,
except as set forth below, required or which may be taken at any annual or      
special meeting of the shareholders may be taken without a meeting, without     
prior notice or a vote, if a consent or consents in writing or by electronic    
transmission, setting forth the action so taken, shall be signed by the holders 
of outstanding stock 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 and shall be delivered to the   
corporation by delivery to its registered office in this state, its principal   
place of business,                                                              

 3

EX-3.2
7th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 7th
or an officer or agent of the corporation having custody of the book in which   
proceedings of meetings of shareholders are recorded. Delivery made to a        
corporation's registered office shall be by hand, by certified or registered    
mail, return receipt requested, or electronic transmission. Such written consent
or consents shall be filed with the minutes of the proceedings of the           
shareholders, provided the filings shall be in paper form if the minutes are    
maintained in paper form and shall be in electronic form if the minutes are     
maintained in electronic form. Prompt notice of the taking of corporate action  
without a meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.                                 

         Shareholders may, unless the certificate of incorporation otherwise
provides, act by written consent to elect directors; provided however, that if  
the consent is less than unanimous, the action by written consent may be in lieu
of holding an annual meeting only if all the directorships to which directors   
could be elected at an annual meeting held at the effective time of the action  
are vacant and are filled by the action.                                        

    Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to  
take the corporate action referred to therein unless, within sixty (60) days of 
the earliest dated consent delivered in the manner required by this section to  
the corporation, written consents signed by a sufficient number of holders to   
take action are delivered to the corporation by delivery to its registered      
office in this state, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of  
shareholders are recorded. Delivery made to a corporation's registered office   
shall be by hand, by certified or registered mail, return receipt requested, or 
by electronic transmission.                                                     

        An electronic transmission consenting to an action to be taken and
transmitted by a shareholder or proxyholder, shall be deemed to be written,     
signed and dated for the purposes herein, provided that such electronic         
transmission sets forth or is delivered with information from which the         
corporation can determine (a) that the shareholder or proxyholder was authorized
to act for the shareholder or proxyholder and (b) the date on which such        
shareholder or proxyholder transmitted such electronic transmission. The date on
which such electronic transmission is transmitted shall be deemed to be the date
on which such consent was signed. An electronic transmission shall be deemed to 
be delivered when reproduced in paper form and delivered to (i) the             
corporation's registered office, (ii) its principal place of business or (iii)  
an officer or agent of the corporation having custody of the book in which      
proceedings of meetings of shareholders are recorded, or as provided by         
resolution of the board of directors of the corporation.                        

SECTION 1.08. STOCK LIST                                                        

       The officer who has charge of the stock ledger of the corporation
shall prepare a complete list of shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order for each class of stock and showing
the address of each such shareholder and the number of shares registered in the 
name of each shareholder. The                                                   

 4

EX-3.2
8th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 8th
corporation shall not be required to include electronic mail addresses or other 
electronic contact information of a shareholder on the list. Such list shall be 
open to the examination of any shareholder, for any purpose germane to the      
meeting, for a period of at least ten (10) days prior to the meeting, (i) on a  
reasonably accessible electronic network, or (ii) during ordinary business hours
at the principal place of business of the corporation.                          

           If the meeting is to be held at a place, the stock list shall also be
kept at the place of the meeting during the whole time thereof and shall be open
to examination by any shareholder who is present. If the meeting is to be held  
solely by means of remote communication, the list shall be open to examination  
of any shareholder during the whole time of the meeting on a reasonably         
accessible electronic network. The stock ledger shall be the only evidence as to
the identity of the shareholders entitled to examine the stock list and to vote 
in person or by proxy at the meeting.                                           

SECTION 1.09. INSPECTORS OF ELECTIONS                                           

       The corporation shall, in advance of any meeting of shareholders,
appoint one or more persons to act as inspector of elections at the meeting and 
make a written report thereof. The corporation may designate one or more persons
as an alternate inspector to replace any inspector who fails to act. If no      
inspector or alternate is able to act at a meeting of shareholders, the person  
presiding at the meeting shall appoint one or more inspectors to act at the     
meeting. Each inspector, before entering upon the discharge of the duties of    
inspector, shall take and sign an oath faithfully to execute the duties of      
inspector with strict impartiality and according to the best of the inspector's 
ability.                                                                        

        The inspector or inspectors, if appointed, shall (i) ascertain the
number of shares outstanding and the voting power of each; (ii) determine the   
shares represented at the meeting and the validity of proxies and ballots; (iii)
count all votes and ballots; (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the    
inspectors; and (v) certify their determination of the number of shares         
represented at the meeting and their count of all votes and ballots. The        
inspectors may appoint or retain other persons or entities to assist the        
inspectors in the performance of the duties of such inspectors. The person      
presiding at the meeting of shareholders shall announce the date and time of the
opening and the closing of the polls for each matter upon which the shareholders
will vote at a meeting.                                                         

    No ballot, proxy or vote, nor any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls     
unless the district court upon application by a shareholder shall determine     
otherwise.                                                                      

SECTION 1.10. VOTING PROCEDURES                                                 

          In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes     
submitted with those with the proxies, any information provided by electronic   
transmission or remote                                                          

 5

EX-3.2
9th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 9th
communication, ballots and the regular books and records of the corporation,    
except that the inspectors may consider other reliable information for the      
limited purpose of reconciling proxies and ballots submitted by or on behalf of 
banks, brokers, their nominees or similar persons which represent more votes    
than the holder of a proxy is authorized by the record owner to cast or more    
votes that the shareholder holds of record. If the inspectors consider other    
reliable information for the limited purpose permitted by the Oklahoma General  
Corporation Act or these bylaws, the inspectors at the time they may their      
certification as required by these Bylaws, shall specify the precise information
considered by them, including the person or persons from whom they obtained the 
information, when the information was obtained, the means by which the          
information was obtained and the basis for the inspectors' belief that the      
information is accurate and reliable.                                           

SECTION 1.11. NOTICE OF SHAREHOLDER NOMINATION AND SHAREHOLDER BUSINESS         

   At a meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. Nominations   
for the election of directors may be made by the Board of Directors or by any   
shareholder entitled to vote for the election of directors. Other matters to be 
properly brought before the meeting must be: (a) specified in the notice of     
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, including matters covered by Rule 14a-8 under the Securities Exchange
Act of 1934, as in effect from time to time; (b) otherwise properly brought     
before the meeting by or at the direction of the Board of Directors; or (c)     
otherwise properly brought before the meeting by a shareholder, as provided     
below.                                                                          

        A notice of the intent of a shareholder to make a nomination or to
bring any other matter before the meeting shall be made in writing and received 
by the Secretary of the corporation not more than 150 days and not less than 90 
days in advance of the annual meeting or, in the event of a special meeting of  
shareholders, such notice shall be received by the Secretary of the corporation 
not later than the close of the fifteenth day following the day on which notice 
of the meeting is first mailed to shareholders.                                 

Every such notice by a shareholder shall set forth:       

                  (a) the name and residence address of the shareholder of
the corporation who intends to make a nomination or bring up any other matter;  

                   (b) a representation that the shareholder is a registered
holder of the corporation's voting stock and intends to appear in person or by  
proxy at the meeting to make the nomination or bring up the matter specified in 
the notice;                                                                     

           (c) with respect to notice of an intent to make a
nomination, a description of all arrangements or understandings among the       
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by   
the shareholder;                                                                

 6

EX-3.2
10th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 10th
           (d) with respect to notice of an intent to make a
nomination, such other information regarding each nominee proposed by such      
shareholder as would have been required to be included in a proxy statement     
filed pursuant to the proxy rules of the Securities and Exchange Commission had 
each nominee been nominated by the Board of Directors of the corporation; and   

                 (e) with respect to notice of an intent to bring up any
other matter, a description of the matter, and any material interest of the     
shareholder in the matter.                                                      

                    Notice of intent to make a nomination shall be accompanied
by the written consent of each nominee to serve as director of the corporation, 
if so elected.                                                                  

                     At the meeting of shareholders, the Chairman of the meeting
shall declare out of order and disregard any nomination or other matter not     
presented in accordance with this section.                                      

 ARTICLE II - BOARD OF DIRECTORS

SECTION 2.01. NUMBER AND TERM OF OFFICE                                         

           The number of directors who shall constitute the whole board shall be
such number as fixed from time to time by the Board of Directors, except that   
the number of directors constituting the initial Board of Directors shall be    
equal to the number of directors named in the Certificate of Incorporation or   
elected by the incorporators, as the case may be. Each director shall serve     
until his successor is elected and qualified or until his earlier resignation or
removal.                                                                        

      Whenever the authorized number of directors is increased between
annual meetings of the shareholders, a majority of the directors then in office 
shall have the power to elect such new directors for the balance of a term and  
until their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term 
of the directors then in office unless, at the time of such decrease, there     
shall be vacancies on the board which are being eliminated by the decrease.     

SECTION 2.02. VACANCIES                                                         

      If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the        
directors remaining in office, although less than a quorum, may elect a         
successor for the unexpired term and until his successor is elected and         
qualified.                                                                      

SECTION 2.03. REGULAR MEETINGS                                                  

      Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall have 
been established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.                           

 7

EX-3.2
11th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 11th
SECTION 2.04. SPECIAL MEETINGS                                                  

           Special meetings of the Board of Directors may be called by one-third
(1/3) of the directors then in office or by the chief executive officer and     
shall be held at such place, on such date, and at such time as they or he shall 
fix. Notice of the place, date, and time of each such special meeting shall be  
given each director by whom it is not waived in one or more of the following    
ways: (i) by mailing written notice not less than three (3) days before the     
meeting, or (ii) by personally delivering the same not less than eighteen (18)  
hours before the meeting; or (iii) by telegraphing, transmitting by facsimile or
telephoning the same in a manner reasonably designed to reach the director not  
less than eighteen (18) hours before the meeting; or (iv) by electronic         
transmission pursuant to authorization of the Board of Directors. Unless        
otherwise indicated in the notice thereof, any and all business may be          
transacted at a special meeting.                                                

SECTION 2.05. QUORUM                                                            

       At any meeting of the Board of Directors, a majority of the total
directors then in office, but not less than one-third (1/3) of the total number 
of directors constituting the whole board, shall constitute a quorum for all    
purposes. If a quorum shall fail to attend any meeting, a majority of the       
directors present may adjourn the meeting to another place, date, or time,      
without further notice or waiver thereof.                                       

SECTION 2.06. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE                 

         Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference      
telephone or other communications equipment that enables all persons            
participating in the meeting to hear each other. Such participation shall       
constitute presence in person at such meeting.                                  

SECTION 2.07. WRITTEN CONSENTS                                                  

        Action may be taken by the Board of Directors without a meeting if
all members thereof consent thereto in writing or by electronic transmission,   
and the writing or writings or electronic transmission or transmissions are     
filed with the minutes of proceedings of the Board of Directors. The filing     
shall be in paper form if the minutes are maintained in paper form and shall be 
in electronic form if the minutes are maintained in electronic form.            

SECTION 2.08. CONDUCT OF BUSINESS                                               

       At any meeting of the Board of Directors at which a quorum of the
directors is present, business shall be transacted in such order and manner as  
the board may from time to time determine, and all matters shall be determined  
by the vote of a majority of the directors present, except as otherwise provided
herein or required by law or by the Certificate of Incorporation.               

 8

EX-3.2
12th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 12th
SECTION 2.09. POWERS                                                            

           The Board of Directors may, except as otherwise required by law or by
the Certificate of Incorporation, exercise all such powers and do all such acts 
and things as may be exercised or done by the corporation, including, without   
limiting the generality of the foregoing, the unqualified power:                

                  (1) To declare dividends from time to time in accordance
with law;                                                                       

                   (2) To purchase or otherwise acquire any property, rights
or privileges on such terms as it shall determine;                              

                     (3) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable or   
non-negotiable, secured or unsecured, and to do all things necessary in         
connection therewith;                                                           

              (4) To remove any officer of the corporation with or
without cause, and from time to time to devolve the powers and duties of any    
officer upon any other person for the time being;                               

                     (5) To confer upon any officer of the corporation the power
to appoint, remove and suspend subordinate officers and agents;                 

                  (6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers and agents  
of the corporation and its subsidiaries as it may determine;                    

                    (7) To adopt from time to time such insurance, retirement,
and other benefit plans for directors, officers and agents of the corporation   
and its subsidiaries as it may determine; and,                                  

         (8) To adopt from time to time regulations, not
inconsistent with these bylaws, for the management of the corporation's business
and affairs.                                                                    

SECTION 2.10. COMPENSATION OF DIRECTORS                                         

............Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the   
directors.                                                                      

 9

EX-3.2
13th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 13th
ARTICLE III - COMMITTEES

SECTION 3.01. EXECUTIVE COMMITTEE                                               

          The Board of Directors may designate an Executive Committee to serve
at the pleasure of the board and shall elect a director or directors to serve as
the member or members of the Executive Committee, designating, if it desires,   
other directors as alternative members who may replace any absent or            
disqualified member at any meeting of the Executive Committee. The Executive    
Committee, except to the extent as it may be restricted from time to time by the
vote of a majority of the total number of directors, may exercise all the powers
and authority of the Board of Directors in the management of the business and   
affairs of the corporation, and may authorize the seal of the corporation to be 
affixed to all papers which may require it subject to the limitations set forth 
on Section 3.03. Unless expressly restricted by resolution of the Board of      
Directors, the Executive Committee shall have the power and authority to declare
a dividend, to authorize the issuance of stock and to adopt a certificate of    
ownership and merger. In the absence or disqualification of any member of the   
Executive Committee, and any alternate member in his place, the member or       
members of the Executive Committee present at the meeting and not disqualified  
from voting, whether or not he or they constitute a quorum, may by unanimous    
vote appoint another member of the Board of Directors to act at the meeting in  
the place of the absent or disqualified member.                                 

SECTION 3.02. OTHER COMMITTEES OF THE BOARD OF DIRECTORS                        

  The Board of Directors may from time to time designate other
committees of the board, with such lawfully delegable powers and duties as it   
thereby confers, to serve at the pleasure of the board and shall, for those     
committees, elect a director or directors to serve as the member or members,    
designating, if it desires, other directors as alternative members who may      
replace any absent or disqualified member at any meeting of the committee. Any  
committee so designated may exercise the power and authority of the Board of    
Directors to the extent the resolution designating the committee or a           
supplemental resolution of the Board of Directors shall so provide subject to   
the limitation set forth in Section 3.03. In the absence or disqualification of 
any member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from       
voting, whether or not he or they constitute a quorum, may by unanimous vote    
appoint another member of the Board of Directors to act at the meeting in the   
place of the absent or disqualified member.                                     

SECTION 3.03. LIMITATIONS ON POWER AND AUTHORITY OF COMMITTEES                  

    No committee of the Board of Directors shall have any power or
authority in reference to amending the certificate of incorporation of the      
corporation (except that the Executive Committee, to the extent authorized in   
the resolution or resolutions providing for the issuance of shares of stock     
adopted by the Board of Directors, may fix the designations and any of the      
preferences or rights of such shares relating to dividends, redemption,         
dissolution, any distribution of assets of the corporation or the conversion    

10

EX-3.2
14th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 14th
into, or the exchange of such shares for, shares of any other class or classes  
or any other series of the same or any other class or classes of stock of the   
corporation or fix the number of the shares in any series of stock or authorize 
the increase or decrease of the shares of any series), adopting an agreement of 
merger or consolidation, recommending to the shareholders the sale, lease or    
exchange of all or substantially all of the property and assets of the          
corporation, recommending to the shareholders a dissolution of the corporation  
or a revocation of a dissolution, or amending the bylaws of the corporation.    

SECTION 3.04. CONDUCT OF BUSINESS                                               

       Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as        
otherwise provided herein or required by law. Adequate provision shall be made  
for notice to members of all meetings; one-third (1/3) of the total committee   
members shall constitute a quorum unless the committee shall consist of one or  
two members, in which event one member shall constitute a quorum; and all       
matters shall be determined by a majority vote of the members present. Minutes  
of each committee meeting shall be prepared, approved by the chairman of the    
meeting and filed with the Secretary of the corporation. Action may be taken by 
any committee without a meeting if all members thereof consent thereto in       
writing, and the writing or writings are filed with the minutes of the          
proceedings of such committee.                                                  

 ARTICLE IV - OFFICERS

SECTION 4.01. GENERALLY                                                         

        The officers of the corporation shall consist of a President and a
Secretary and such other senior or subordinate officers as may from time to time
be elected by the Board of Directors. The Board of Directors may also elect from
its number a Chairman and Vice Chairman of the Board of the corporation.        
Officers shall be elected by the Board of Directors, which shall consider that  
subject at its first meeting after every annual meeting of shareholders. Each   
officer shall hold his office until his successor is elected and qualified or   
until his earlier resignation or removal. Any number of offices may be held by  
the same person.                                                                

SECTION 4.02. CHAIRMAN OF THE BOARD                                             

          The Chairman of the Board, if any, 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. He shall be the senior officer of the corporation and shall be       
responsible for overall planning and policy.                                    

SECTION 4.03. VICE CHAIRMAN OF THE BOARD                                        

           The Vice Chairman of the Board shall perform such duties as the Board
of Directors shall prescribe. In the absence or disability of the Chairman of   
the Board, the Vice Chairman shall perform the duties and exercise the powers of
the Chairman of the Board.                                                      

11

EX-3.2
15th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 15th
SECTION 4.04. PRESIDENT                                                         

The President shall be the chief executive officer of the 
corporation. Subject to the provisions of these bylaws and to the direction of  
the Board of Directors, he shall have the responsibility for the general        
management and control of the affairs and business of the corporation and shall 
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him by the Board of Directors. He  
shall have power to sign all stock certificates, contracts and other instruments
of the corporation which are authorized. He shall have general supervision and  
direction of all of the other officers and agents of the corporation.           

SECTION 4.05. VICE PRESIDENTS                                                   

   Each Vice President shall perform such duties as the Board of
Directors shall prescribe. In the absence or disability of the President, the   
Vice President with the highest ranking shall perform the duties and exercise   
the powers of the President.                                                    

SECTION 4.06. SECRETARY                                                         

          The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the shareholders and the Board of Directors. He     
shall have charge of the corporate records.                                     

SECTION 4.07. TREASURER                                                         

     The Treasurer, if any, shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He shall 
make such disbursements of the funds of the corporation as are proper and shall 
render from time to time an account of all such transactions and of the         
financial condition of the corporation.                                         

SECTION 4.08. DELEGATION OF AUTHORITY                                           

         The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any      
provision hereof.                                                               

SECTION 4.09. REMOVAL                                                           

        Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors or by such person to whom the Board of 
Directors may delegate such authority.                                          

12

EX-3.2
16th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 16th
SECTION 4.10. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS           

        Unless otherwise directed by the Board of Directors, the President
shall have power to vote and otherwise act on behalf of the corporation, in     
person or by proxy, at any meeting of shareholders of or with respect to any    
action of shareholders of any other corporation in which this corporation may   
hold securities and otherwise to exercise any and all rights and powers which   
this corporation may possess by reason of its ownership of securities in such   
other corporation.                                                              

 ARTICLE V - STOCK

SECTION 5.01. CERTIFICATES OF STOCK                                             

          Each shareholder shall be entitled to a certificate signed by, or in
the name of, the corporation by the Chairman or the Vice Chairman of the Board, 
or the President or a Vice President, and by the Secretary or an Assistant      
Secretary, or the Treasurer or an Assistant Treasurer, certifying and           
representing the number of shares owned by him. Any of or all the signatures on 
the certificate may be facsimile. The board of directors may provide by         
resolution or resolutions that some or all of any or all classes or series of   
the corporation's stock may be uncertificated shares.                           

SECTION 5.02. TRANSFERS OF STOCK                                                

          Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents          
designated to transfer shares of the stock of the corporation. Except where a   
certificate is issued in accordance with Section 5.04 of these bylaws, an       
outstanding certificate for the number of shares involved shall be surrendered  
for cancellation before a new certificate is issued therefor.                   

SECTION 5.03. RECORD DATE                                                       

  The Board of Directors may fix a record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders,     
which record date shall not precede the date upon which the resolution fixing   
the record date is adopted by the Board of Directors, and which record date     
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record  
date for determining shareholders entitled to notice of or to vote at a meeting 
of shareholders 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 day next preceding the day on which the meeting is held. A determination 
of shareholders of record entitled to notice of or to vote at a meeting of      
shareholders shall apply to any adjournment of the meeting; provided, however,  
that the Board of Directors may fix a new record date for the adjourned meeting.

           In order that the corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of       

13

EX-3.2
17th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 17th
Directors may fix a record date, which record date shall not precede the date   
upon which the resolution fixing the record date is adopted by the Board of     
Directors, and which date shall not be more than ten (10) days after the date   
upon which the resolution fixing the record date is adopted by the Board of     
Directors. If no record date has been fixed by the Board of Directors, the      
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is 
required by the Oklahoma General Corporation Act, shall be the first date on    
which a signed written consent setting forth the action taken or proposed to be 
taken is delivered to the corporation by delivery to its registered office in   
this state, its principal place of business, or an officer or agent of the      
corporation having custody of the book in which proceedings of meetings of      
shareholders are recorded. Delivery made to a corporation's registered office   
shall be by hand or by certified or registered mail, return receipt requested.  
If no record date has been fixed by the Board of Directors and prior action by  
the Board of Directors is required by the Oklahoma General Corporation Act, the 
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on    
which the Board of Directors adopts the resolution taking such prior action.    

           In order that the corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any    
rights or the shareholders entitled to exercise any rights in respect of any    
change, conversion or exchange of stock, or for the purpose of any other lawful 
action, the Board of Directors may fix a record date, which record date shall   
not precede the date upon which the resolution fixing the record date is        
adopted, and which record date shall be not more than sixty (60) days prior to  
such action. If no record date is fixed, the record date for determining        
shareholders for any such purpose shall be at the close of business on the day  
on which the Board of Directors adopts the resolution relating thereto.         

SECTION 5.04. LOST, STOLEN OR DESTROYED CERTIFICATES                            

          In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the   
Board of Directors may establish concerning proof of such loss, theft or        
destruction and concerning the giving of a satisfactory bond or bonds of        
indemnity.                                                                      

SECTION 5.05. REGULATIONS                                                       

         The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may 
establish.                                                                      

ARTICLE VI - NOTICES

SECTION 6.01. NOTICES                                                           

          Except as otherwise permitted herein, whenever notice is required to
be given to any shareholder, director, officer, or agent, such requirement shall

14

EX-3.2
18th Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 18th
not be construed to mean personal notice. Such notice may in every instance be  
effectively given by depositing a writing in a post office or letter box, first 
class postage prepaid, by dispatching a prepaid telegram, addressed to such     
shareholder, director, officer, or agent at his or her address as the same      
appears on the books of the corporation or by electronic transmission. The time 
when such notice is deposited or dispatched shall be the time of the giving of  
the notice.                                                                     

SECTION 6.02. WAIVERS                                                           

        A written waiver of any notice, signed by a shareholder, director,
officer, or agent, whether before or after the time of the event for which      
notice is to be given, shall be deemed equivalent to the notice required to be  
given to such shareholder, director, officer, or agent. Neither the business nor
the purpose of any meeting need be specified in such a waiver.                  

 ARTICLE VII - MISCELLANEOUS

SECTION 7.01. FACSIMILE SIGNATURES                                              

       In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these bylaws, facsimile signatures of any  
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.                                  

SECTION 7.02. CORPORATE SEAL                                                    

        The Board of Directors may provide a suitable seal, containing the
name of the corporation and the word "Oklahoma", which seal shall be placed in  
the custody of the Secretary. If and when so directed by the Board of Directors 
or a committee thereof, duplicates of the seal may be kept and used by the      
Treasurer or by an Assistant Secretary or Assistant Treasurer.                  

SECTION 7.03. RELIANCE UPON BOOKS, REPORTS AND RECORDS                          

     A member of the Board of Directors or a member of any committee
designated by the Board of Directors, in the performance of his duties, shall be
fully protected in relying in good faith upon the records of the corporation and
upon such information, opinions, reports or statements presented to the         
corporation by any of the corporation's officers or employees, or committees of 
the Board of Directors, or by any other person as to matters the member         
reasonably believes are within such officer's, employee's, committee's or other 
person's competence and who have been selected with reasonable care by or on    
behalf of the corporation.                                                      

SECTION 7.04. FISCAL YEAR                                                       

          The fiscal year of the corporation shall be as fixed by the Board of
Directors.                                                                      

15

EX-3.2
Last Page of 19
TOC
1st
Previous
Next
↓Bottom
Just 19th
SECTION 7.05. TIME PERIODS                                                      

         In applying any provision of these bylaws which require that an act
be done or not done a specified number of days prior to an event or that an act 
be done during a period of a specified number of days prior to an event,        
calendar days shall be used, the day of the doing of the act shall be excluded  
and the day of the event shall be included.                                     

 ARTICLE VIII - AMENDMENTS

          These bylaws may be amended or repealed by the Board of Directors at
any meeting.                                                                    

ARTICLE IX - ELECTRONIC TRANSMISSION

As used herein, electronic transmission means any form of 
communication, not directly involving the physical transmission of paper, that  
creates a record that may be retained, retrieved, and reviewed by a recipient   
thereof, and that may be directly reproduced in paper form by such a recipient  
through an automated process.                                                   

16

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Filed on:		5/24/02
For Period End:		5/2/02		1		4			8-K
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/28/23  Greystone Logistics, Inc.         10-K        5/31/23   82:5.4M                                   M2 Compliance LLC/FA
 8/23/22  Greystone Logistics, Inc.         10-K/A      5/31/22   79:5.1M                                   M2 Compliance LLC/FA
 8/19/22  Greystone Logistics, Inc.         10-K        5/31/22   79:5.1M                                   M2 Compliance LLC/FA
 8/20/21  Greystone Logistics, Inc.         10-K        5/31/21   79:3.8M                                   M2 Compliance LLC/FA
 8/24/20  Greystone Logistics, Inc.         10-K        5/31/20   81:4M                                     M2 Compliance LLC/FA