Jerrick Media Holdings, Inc. – ‘10SB12G’ on 3/30/06 – ‘EX-3.(II)’

On:  Thursday, 3/30/06, at 2:36pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  931731-6-61   ·   File #:  0-51872

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Lilm 10Sb 033006                                      31    148K 
 5: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      1K 
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      4     10K 
 3: EX-3.(II)   Articles of Incorporation/Organization or By-Laws      8     26K 
 4: EX-21.1     Subsidiaries                                           1      3K 

‘EX-3.(II)’   —   Articles of Incorporation/Organization or By-Laws

EX-3.(II)
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                                                                 EXHIBIT 3.2
                                                                 -----------
 BY-LAWS
of
LILM, INC.

 ARTICLE I - OFFICES
         Section  1. The  principal  office of the  corporation  in the State of
Nevada shall be at 3305 West Spring Mountain Road, #60, Las Vegas, NV 89102. The
officer in charge thereof is George I. Norman Ill.                              
         Section  2. The  corporation  may have  such  other  offices  within or
without the state as the board of directors may from time to time designate.    

 ARTICLE II - STOCKHOLDERS
         Section 1. Annual Meeting. The annual meeting of the stockholders shall
be held at the  corporate  office  on the  third  Friday  of April of each  year
beginning  in 2001,  at the hour of 10:00  am.,  or at such other time as may be
rued by the board of  directors,  for the purpose of electing  directors and for
the  transaction of such other  business as may come before the meeting.  If the
election of  directors  shall not be held on the day  designated  herein for the
annual meeting or at any adjournment thereof, the board of directors shall cause
the  election  to be held  at a  special  meeting  of the  stockholders  as soon
thereafter as May be convenient.                                                
         Section 2. Special Meetings.  of the  stockholders,  for any purpose or
purposes, unless otherwise prescribed by statute, May be called by the president
or by any director,  and shall be called by the president at the written request
of fifteen percent (15%) of all outstanding  shares of the corporation  entitled
to vote at the  meeting.  Unless  requested by  stockholders  entitled to cast a
majority or all the votes entitled to be cast at the meeting,  a special meeting
need not be called to consider any matter which is  substantially  the same as a
matter voted on at any meeting of stockholders  held during the preceding twelve
months.                                                                         
         Section 3. Place of Meeting.  The board of directors  may designate any
place, either in the State of Nevada or elsewhere, as the place of any annual or
special meeting of stockholders.                                                

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         Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall, unless otherwise prescribed by statute,
be  delivered  not less than ten (10) nor more than fifty  (50) days  before the
meeting,  either personally or by mail to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered ten
days (10) after it has been  deposited in the United  States Mail,  addressed to
the  stockholder  at his  address  as it  appears  m the share  registry  of the
corporation, with postage, thereon prepaid.                                     
         Section 5. Closing of Transfer  Books or Fixing of Record Date. For any
purpose  requiring  identification  of  shareholders,  the record  date shall be
established  by the board of  directors,  and shall be not more than  fifty (50)
days from the date on which any such  purpose  is to be  accomplished.  Absent a
resolution establishing any such date, the record date shall be deemed to be the
date on which any such action is accomplished.                                  
         Section  6. Voting List. The corporation  shall maintain a stock ledger
which  contains                                                               
(1) The name and address of each  stockholder.  
              (2) The  number  of shares  of stock of each  class  which the
stockholder holds.                      
The stock ledger shall be in written form and available  for visual  inspection.
The original or a duplicate  of the stock ledger shall be kept at the  principal
office of the corporation.                                                      
         Section  7.  Quorum.  A  majority  of  the  outstanding  shares  of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be represented,  any business may
be  transacted  which might have been  transacted  at the meeting as  originally
noticed.  The stockholders  present at a duly organized  meeting may continue to
transact business until adjournment,  notwithstanding  the withdr4awal of enough
stockholders to reduce the number of stockholders present to less than a quorum.
         Section 8. Proxies. At all meetings of stockholders,  a stockholder may
vote in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. A proxy shall be void one year
after it is executed  unless it shall,  prior to the expiration of one year have
been renewed in writing. All proxies shall be revocable.                        

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           Section 9. Voting of Shares.  Each outstanding share entitled to vote
shall be entitled to one vote upon each matter  submitted to a vote at a meeting
of stockholders.                                                                
         Section 10.  Informal  Action by  Stockholders.  Any action required or
permitted  to be taken at a meeting of the  stockholders,  except  matters as to
which dissenting  stockholders  may hold a statutory right of appraisal,  may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
take,  shall be signed by a majority of the  stockholders  entitled to vote with
respect  to the  subject  matter  thereof.  Notice of any such  action  shall be
provided to  stockholders in the manner set forth in Section 4 of these By-laws,
within ten (10) days of the effective date of the action.                       
          Section 11. Cumulative Voting.  There shall be no cumulative voting of
shares.                                                                         
     Section 12. Removal of Directors.  At a meeting  called  expressly for that
purpose,  directors  may be  removed  with or  without  cause,  by a vote of the
holders  of a  majority  of the  shares  entitled  to  vote  at an  election  of
directors.                                                                      

 ARTICLE III - DIRECTORS
         Section  1. The  business  and  affairs  of this  corporation  shall be
managed  by its Board of  Directors,  which may be no less than two (2) nor more
than seven (7) in number.  The directors  need not be residents of this state or
stockholders in the  corporation.  They shall be elected by the  stockholders at
the annual meeting of  stockholders of the  corporation.  Each director shall be
elected for the term of one (1) year,  and until his  successor  shall have been
elected and accepted his election to the Board in writing.                      
         Section 2. The number of directors  may be increased or decreased  from
time  to time  by the  vote  of a  majority  of the  outstanding  shares  of the
corporation.                                                                    
         Section  3.  Regular  meetings.  A  regular  meeting  of the  board  of
directors  shall be held without any notice  other than this by-law  immediately
after, and at the same time as, the annual meeting of stockholders. The board of
directors  may  provide,  by  resolution,  the time and place for the holding of
additional regular meetings without notice other than such resolution.          
         Section 4. Special Meetings. Special meetings of the board of directors
may be Called by or at the request of the president or any director.  The person
or persons calling any such meeting may fix the time and place of the meeting.  
         Section 5.  Notice.  Notice of any  special  meeting  shall be given at
least five (5) days previously  thereto by written notice delivered  personally,
mailed or delivered by fax to each                                              

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director at his business address. Notices shall be deemed to have been delivered
when transmitted  personally or by fax, and two days after mailed.  Any director
may waive  notice of any  meeting  so long as such  waiver  is in  writing.  The
business to be  conducted  at any special  meeting  need not be specified in the
notice.                                                                         
         Section 6. Quorum.  A majority of the duly  elected  board of directors
shall  constitute  a quorum  of the board of  directors  for the  transaction  o
business at any meeting of the board of directors.                              
         Section 7. Manner of Acting.  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of directors.                                                                   
         Section 8.  Informal  Action by  Directors.  Action  consented  to by a
majority  of the board of  directors  without a meeting  is  nevertheless  board
action  so long as (a) a  written  consent  to the  action  is signed by all the
directors of the corporation  and (b) a certificate or resolution  detailing the
action  taken is filed  with the  minutes  of the  corporation.  Any one or more
directors may  participate  in any meeting of the board of directors by means of
conference  telephone or other  similar  communication  device which permits all
directors to hear the comments made by the others at the meeting.               
         Section 9. Executive and other Committees.  The board of directors may,
from time to time, as the business of the corporation  may demand,  delegate its
authority  to  committees  of the  board  of  directors  under  such  terms  and
conditions as it may deem  appropriate.  The  appointment of any such committee,
the delegation of authority to it or action by its under that authority does not
constitute of itself,  compliance by any director not a member of the committee,
with  the  standard  provided  by  statute  for the  performance  of  duties  of
directors.                                                                      
         Section 10. Compensation. By resolution of the board of directors, each
director may be paid his expenses,  if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed per
diem for attendance at each such meeting of the board of directors,  or both. No
such payment  shall  preclude any director from serving the  corporation  in any
other capacity and receiving compensation therefor.                             
         Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any  corporate
action is taken,  shall be presumed to have  assented to the action taken unless
he shall  announce  his dissent at the meeting and his dissent is entered in the
minutes and he shall forward such dissent by registered mail to the secretary of
the corporation immediately after the adjournment of the meeting.               

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         Section 12. Certificates of Resolution. At any such time as there shall
be only one duly elected and qualified director,  actions of the corporation may
be manifest by the  execution by such  director of a  Certificate  of Resolution
specifying the corporate action taken and the effective date of such action.    

 ARTICLE IV - OFFICERS
         Section 1. Number. Officers of the corporation shall be a president and
a secretary, each of whom shall be elected by the board of directors. Such other
officers and  assistant  officers as may be deemed  necessary  may be elected or
appointed by the board of directors.  Any two or more offices may be held by the
same  person,  except  that no officer may act in more than one  capacity  where
action of two or more officers is required by law.                              
         Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the board of directors after each annual meeting of
the  stockholders.  Each officer  shall hold office for a period of one (1) year
and until his successor shall have been duly elected and shall have accepted his
election as an officer of the corporation in writing.                           
         Section 3. Removal. Any officer or agent may be removed by the board of
directors  whenever in its judgment,  the best interests of the corporation will
be served thereby. Election to an office in the corporation shall not create any
contractual right of any type or sort in the person elected.                    
         Section  4.  Vacancies.  A vacancy  in any  office may be filled by the
board of directors for the unexpired portion of the term.                       
         Section  5.  President.  The  president  shall  be a  director  of  the
corporation and shall be the principal executive officer of the corporation, and
subject to the control of the board of directors, shall in general supervise and
control all of the business and affairs of the corporation.  The president shall
have authority to institute or defend legal  proceedings  when the directors are
deadlocked.  He shall, when present, preside at all meetings of the stockholders
and of the board of  directors.  He may sign,  with the  secretary  or any other
proper  officer  of  the  corporation  thereunto  authorized  by  the  board  of
directors,  certificates  for shares of the corporation,  any deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  board of  directors  has
authorized to be executed, except in cases where the and execution thereof shall
be expressly  delegated  by the board of  directors or by these  by-laws to some
other  officer or agent of the  corporation,  or shall be  required by law to be
otherwise signed or executed; and in general shall                              

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perform all duties  incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time.                  
         Section 6.  Secretary.  The secretary shall (a) keep the minutes of the
proceedings  of the  stockholders  and of the board of  directors in one or more
books  provided  for that  purpose;  (b) see that all  notices are duty given in
accordance  with the  provisions of these by-laws or as required by law; (c.) be
custodian of the corporate  records and of the seal of the corporation,  if any;
(d) keep a register of the post office address of each  stockholder  which shall
be furnished to the secretary by such stockholder, (e) sign, with the president,
certificates  for shares of the  corporation,  the  issuance of which shall have
been authorized by resolution of the board of directors; (f) have general charge
of the stock registry of the corporation,  (g) have charge and custody of and be
responsible  for all funds and  securities of the  corporation;  (h) Receive and
give receipts for moneys due and payable to the corporation and deposit all such
moneys  in  the  name  of  the  corporation  in  such  bank  accounts  as may be
established for that purposed,  and (i) in general,  perform all duties incident
to the office of  secretary,  as well as such duties as generally  required upon
treasurers of corporation.                                                      
         Section 7.  Salaries.  The salaries of the officers shall be fixed from
time to time by the board of directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
corporation.                                                                    

ARTICLE V - INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION.
         Section 1. The  corporation  shall indemnify any person who was or is a
party or threatened to be made a party to any  threatened,  pending or completed
action, suit or proceeding, whether civil, criminal,  administrative (other than
an action by or in the right of the  corporation)  by reason of the fact that he
is or was a director or officer of the corporation,  against expenses (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner 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,  had 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
shall not, without more, create a presumption                                   

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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 interest of the  corporation,  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that his conduct was unlawful                                           

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
         Section 1. Contracts.  The board of directors may authorize any officer
or  officers  or agents to enter into any  contract  or execute  and deliver any
instrument,  including loans,  mortgages,  checks, drafts,  deposits,  deeds and
documents  evidencing other transactions,  in the name of the corporation.  Such
authority may be general or confined to specific instances.                     

ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 1. Certificates for Shares.  Certificates  representing shares
of  the  corporation  shall  be in  the  form  approved  in  the  organizational
resolutions  of the  corporation.  They  shall be  signed by the  president  and
secretary of the corporation.  Each certificate shall be consecutively  numbered
or otherwise  identified.  The name and address of the person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall  be  entered  on  each  certificate  and  on  the  stock  registry  of the
corporation.  All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former  certificate
for a like number shall have been  surrendered and canceled,  except in the case
of a lost, destroyed or mutilated certificate,  a new one may be issued therefor
upon such terms of indemnity to the  corporation  as the board of directors  may
prescribe.  Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock  registry  of the  corporation  by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer,  or by his attorney  thereunto  authorized by power of
attorney duly executed and filed with the secretary of the  corporation,  and on
surrender for  cancellation of the  certificate  for such shares.  The person in
whose name shares stand on the books of the  corporation  shall be deemed by the
corporation to be the owner thereof for all purposes.                           

ARTICLE VIII - FISCAL YEAR
         Section 1. The fiscal year of the corporation  shall begin on the first
day of January of each year and expire on the  thirty-first  day of  December of
each year.                                                                      

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 ARTICLE IX - CORPORATE SEAL
         Section 1. Use of the corporate  seal adopted by the board of directors
shall be  optional  with the  officer or agent of the  corporation  signing  any
document on behalf of the corporation. No duly executed corporate document shall
be void because it does not bear the imprint of a seal.                         

ARTICLE X - WAIVER OF NOTICE
         Section  1.  Whenever  any  notice  is  required  to be  given  to  any
stockholder or director or the corporation under these By-laws, by provisions of
the Articles of  Incorporation,  or by the State of Nevada,  a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated  therein,  shall be deemed  equivalent to the giving of
such notice.                                                                    

 ARTICLE XI - AMENDMENTS
         Section 1. The board of directors  shall have the power to make,  alter
and repeal by-laws; but by-laws made by the board may be altered or repealed, or
new by-laws made, by the stockholders.                                          

         ADOPTED by order of the directors of the  corporation  on this 30th day
of December , 1999.                                           

                          /s/ GEORGE I. NORMAN III
                                  --------------------------------
                                George I. Norman III, Director

                      /s/ LAURIE J. NORMAN
                                  --------------------------------
                            Laurie J. Norman, Director

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