BYLAWS
OF
BLUEFIRE
ETHANOL FUELS, INC.
a
Nevada Corporation
(formerly
Sucre Agricultural Corp.)
ARTICLE
I
OFFICES
Section
1.
PRINCIPAL
OFFICES
. The principal office shall be in the City of Irvine,
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.
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.
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.
Section
9.
WAIVER OF NOTICE OR CONSENT
BY ABSENT
STOCKHOLDERS
. 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.
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.
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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; provided, however, that the corporation may authorize
the issuance of uncertificated shares of some or all of any or all classes or
series of the corporation's stock. Any such issuance of uncertificated shares
shall have no effect on existing certificates for shares until such certificates
are surrendered to the corporation, or on the respective rights and obligations
of the stockholders.. 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.
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 CORPORATIONS
. 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.
CERTIFICATE OF SECRETARY
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 Second 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 April
21, 2008.
IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said
corporation this 24nd day of April 2008.
/s/ Necitas Camanga
Sumait
Necitas
Camanga Sumait, Secretary
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