BYLAWS
OF
ENCISION
INC.
ARTICLE
I
Shareholders
Section
1.
Annual
Meetinq.
The
annual meeting of the shareholders shall be held at such time of each year
at a
time and place to be set 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.
Section
2.
Special
Meetinqs.
Special
meetings of the shareholders, for any purpose, unless otherwise prescribed
by
statute, may be called by the President, by the Board of Directors, and by
the
holders of ten percent (10%) or more of the Company's shares entitled to
vote at
the meeting.
Section
3.
Place
of Meetinq.
The
Board of Directors may designate any place, either within or without the
State
of Colorado, as the place for any annual meeting or for any special meeting
called by the Board of Directors. If no designation is made, or if a special
meeting shall be called otherwise than by the Board, the place of the meeting
shall be the registered office of the Company in the State of
Colorado.
Section
4.
Notice
of Meeting.
Written
or printed notice stating the place, day and hour of the meeting, and, in
case
of a special meeting, the purpose for which the meeting is called, shall
be
delivered not less than ten (10) nor more than fifty (50) days before the
date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the meeting,
to
each shareholder of record entitled to vote at such meeting, except that
if the
authorized capital stock is to be increased, at least thirty (30) days notice
shall be given. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his
or her
address as it appears on the stock transfer books of the Company, with postage
thereon prepaid.
Section
5.
Quorum.
A
majority of the shares outstanding of the Company entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of shareholders.
If less than a quorum is represented at a meeting, a majority of the shares
so
represented may adjourn the meeting from time to time without further notice
provided however that the period shall not exceed sixty (60) days for any
one
adjournment. At such adjournment of a meeting at which a quorum shall be
present
or represented, any business may be transacted which might have been transacted
at the meeting as originally called. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than
a
quorum.
If
a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act
of
the shareholders, unless the vote of a greater number is required by law
or the
Articles of Incorporation.
Section
6.
Proxies.
At all
meetings of shareholders, a shareholder may vote by proxy executed in writing
by
the shareholder or his or her duly authorized attorney-in-fact. Such proxy
shall
be filed with the Secretary of the Company before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
Section
7.
Voting
of Shares.
Each
outstanding share shall be entitled to one vote, and each fractional share
shall
be entitled to a corresponding fractional vote on each matter submitted to
a
vote at a meeting of the shareholders except as otherwise provided in the
Articles of Incorporation. In the election of Directors, each record holder
of
stock entitled to vote at such election shall have the right to vote the
number
of shares owned by him for as many persons as there are Directors to be elected,
and for whose election he or she has the right to vote. Cumulative voting
shall
not be allowed.
Section
8.
Action
without a Meeting.
Any
action required to be taken at a meeting of shareholders, or any other action
which may be taken at a meeting of the shareholders, may be taken without
a
meeting if a consent in writing, setting forth the action so taken, shall
be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote of the shareholders and may be stated as such in any articles or documents
filed with the Secretary of State of Colorado under the Colorado Corporation
Code.
ARTICLE
II
Board
of
Directors
Section
1.
General
Powers.
The
business and affairs of the Company shall be managed by its Board of
Directors.
Section
2.
Number,
Tenure and Qualifications.
The
number of Directors of the Company shall not be less than five (5) nor more
than
seven (7) as shall be fixed from time to time by the Board of Directors,
provided that if the number of shareholders of record is less than five (5),
the
number of Directors may be the same as the number of share holders. Directors
shall be elected at each annual meeting of shareholders. Each Director shall
hold office until the next annual meeting of shareholders and thereafter
until
his or her successor shall have been elected and qualified. Directors need
not
be residents of Colorado or shareholders of the Company. Directors shall
be
removable in the manner provided by the laws of the state of
Colorado.
Section
3.
Vacancies.
Any
Director may resign at any time by giving written notice to the President
or to
the Secretary of the Company. Such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance
of
such resignation shall not be necessary to make it effective. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote
of a
majority of the remaining Directors though less than a quorum. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
or her
predecessor in office. Any directorship to be filled by reason of an increase
in
the number of Directors shall be filled by the affirmative vote of a majority
of
the Directors then in office or by election at an annual meeting or at a
special
meeting of shareholders called for that purpose. A Director chosen to fill
a
position resulting from an increase in the number of Directors shall hold
office
until the next annual meeting of shareholders and until his or her successor
has
been elected and qualified.
Section
4.
Regular
Meetings.
A
regular meeting of the Board of Directors shall be held without other notice
than this bylaw immediately after and at the same place as the annual meeting
of
shareholders. The Board of Directors may adopt a resolution as to the time
and
place, either within or without the State of Colorado, for the holding of
additional regular meetings without other notice than such
resolution.
Section
5.
Special
Meetings.
Special
meetings of the Board of Directors may be called by or at the request of
the
President or any two Directors. The person or persons authorized to call
special
meetings of the Board of Directors may fix any place, either within or without
the State of Colorado, as the place for holding any special meeting of the
Board
of Directors called by them.
Section
6.
Notice.
Notice
of any special meeting shall be given at least seven (7) days prior thereto
by
written notice delivered personally or mailed to each Director at his or
her
business address or by notice given at least two (2) days prior to the meeting
by electronic mail. If mailed, such notice shall be deemed to be delivered
when
deposited in the United States mail, so addressed with postage thereon prepaid.
If notice is given by electronic mail, such notice shall be deemed to be
delivered when the electronic mail is sent. Any Director may waive notice
of any
meeting. The attendance of a Director at a meeting shall constitute a waiver
of
notice of such meeting except where a Director attends a meeting for the
express
purpose of objecting to the transaction of any business because the meeting
is
not lawfully called or convened. Neither the business to be transacted at
nor
the purpose of any regular or special meeting of the Board of Directors need
be
specified in the Notice or Waiver of Notice of such meeting.
Section
7.
Quorum.
A
majority of the number of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. But if
less
than a majority is
present
at a meeting, a majority of the Directors present may adjourn the meeting
from
time to time without further notice.
Section
8.
Manner
of Action.
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
9.
Compensation.
By
resolution of the Board of Directors, any Director may be paid any one of
the
following: his or her expenses, if any, of attendance at meetings; a fixed
sum
for attendance at each meeting; or a stated annual amount as a Director.
No such
payment shall preclude any Director from serving the Company in any other
capacity and receiving compensation there from.
Section
10.
Presumption
of Assent.
A
Director of the Company who is present at a meeting of the Board of Directors
at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent shall be entered in the minutes
of
the meeting or unless he or she files his or her written dissent to such
action
with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary
of the
Company immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
Section
11.
Meeting
by Conference Telephone.
Members
of the Board of Directors or any committee designated by the Board may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment by which all persons participating
in a meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
Section
12.
Action
Without a Meeting.
Any
action required or permitted to be taken at a meeting of the Directors may
be
taken without a meeting if a consent in writing, setting forth the action
so
taken, shall be signed by all of the Directors entitled to vote with respect
to
the subject matter thereof. Such consent shall have the same force and effect
as
a unanimous vote of the Directors.
Section
13.
Committees.
The
Board of Directors, by resolution adopted by a majority of the full Board
of
Directors, may designate from among its members an executive committee and
one
or more other committees, each of which, to the extent provided in the
resolution, shall have all the authority of the Board of Directors; except
that
no such committee shall have the authority to: (i) declare dividends or
distributions; (ii) approve or recommend to shareholders actions or proposals
required by the Colorado Corporation Code to be approved by shareholders;
(iii)
fill vacancies on the Board of Directors or any committee thereof; (iv) amend
the Bylaws; (v) approve a plan of merger not requiring shareholder approval;
(vi) reduce earned or capital surplus; (vii) authorize or approve the
reacquisition of shares unless pursuant to a general formula or method specified
by the Board of Directors; or (viii) authorize or approve the issuance or
sale
of, or any contract to issue or sell, shares or designate the terms of a
series
of a class of shares except that the Board of Directors, having acted regarding
general authorization for the issuance or sale of shares or any contract
therefore and, in the case of a series, the designation thereof, may, pursuant
to a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, authorize a committee to fix the
terms
of any contract for the sale of the shares and to fix the terms upon which
such
shares may be issued or sold, including, without limitation, the price, the
dividend rate, provisions for redemption, sinking fund, conversion, or voting
or
preferential rights, and provisions for other features of a class of shares
or a
series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all terms thereof and to authorize the statement
of the terms of a series for filing with the Secretary of State under the
Colorado Corporation Code.
Neither
the designation of any such committee, the delegation of authority to such
committee, nor any action by such committee pursuant to its authority shall
alone constitute compliance by any member of the Board of Directors, not
a
member of the committee in question, with his or her responsibility to act
in
good faith, in a manner he or she reasonably believes to be in the best
interests of the Company, and with such care as an ordinarily prudent person
in
a like position would use under similar circumstances.
ARTICLE
III
Officers
and Agents
Section
1.
General.
The
officers of the Company shall be a President, a Secretary, and a Treasurer.
The
Board of Directors may appoint such other officers, one or more Vice-Presidents,
assistant officers, committees and agents, including a chairman of the board,
assistant secretaries and assistant treasurers, as they may consider necessary,
who shall be chosen in such a manner and hold their offices for such terms
and
have such authority and duties as from time to time may be determined by
the
Board of Directors. The salaries for all the officers of the Company shall
be
fixed by the Board of Directors. One person may hold two or more offices,
except
that no person may simultaneously hold the offices of President and Secretary.
In all cases where duties of any officer, agent or employee are not prescribed
by the Bylaws or by the Board of Directors, such officer, agent or employee;
shall follow the orders and instruction of the President.
Section
2.
Election
and Term of Office.
The
officers of the Company shall be elected by the Board of Directors annually
at
the first meeting of the Board held after each annual meeting of the
shareholders. Each officer shall hold office until the first of the following
to
occur: (1) until his or her successor shall have been duly elected and shall
have qualified; (2) until his or her death; (3) until he or she shall resign;
or
(4) until he or she shall have been removed in the manner hereafter
provided.
Section
3.
Removal.
Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Company will be served thereby.
Section
4.
Vacancies.
A
vacancy in any office, however occurring, may be filled by the Board of
Directors for the unexpired portion of the term
Section
5.
President.
The
President shall, subject to the direction and supervision of the Board
of
Directors, be the chief executive officer of the Company. He or she shall
preside at all meetings of shareholders and Directors, he or she shall
have
general supervision of the affairs of the Company, and he or she shall
sign or
countersign all certificates of stock, contracts and other instruments
of the
Company.
Section
6.
Vice-President.
In the
absence or disability of the President, the Vice-President shall perform
the
duties of the President. The Vice-President shall assist the President
and shall
perform the duties as may be assigned to him by the President or the Board
of
Directors.
Section
7.
Secretary.
The
Secretary shall (a) keep the minutes of the proceedings of the shareholders
and
the Board of Directors; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian
of
the corporate records and of the seal of the Company and affix the seal
to all
documents when authorized by the Board of Directors; (d) keep at its registered
office or principal place of business within or without the State of Colorado
a
record containing the names and addresses of all shareholders and the number
and
class of shares held by each, unless such record shall be kept at the office
of
the Company's transfer agent or registrar; (e) sign with the President
or
Vice-President certificates for shares of the Company, the issuance of
which
shall have been authorized by resolution of the Board of Directors; and,
(f)
have general charge of the stock transfer books of the Company, unless
the
Company has a transfer agent.
Section
8.
Treasurer.
The
Treasurer shall be the principal financial officer of the Company and shall
have
the care and custody of all funds, securities, evidences of indebtedness
and
other personal property of the Company and shall deposit the same in accordance
with the instruction of the Board of Directors. He or she shall receive
and give
receipts and acquittances for monies paid in on account of the Company,
and
shall pay out of the funds on hand all bills, payrolls, and other just
debts of
the Company of whatever nature upon maturity. He or she shall perform all
other
duties incident to the office of Treasurer, and upon request of the Board
of
Directors, shall make such reports to it as may be required at any time.
He or
she shall, if required by the Board, give the Company a bond in such sums
and
with such sureties as shall be satisfactory to the Board, conditioned upon
the
faithful performance of his or her duties and for the restoration to the
Company
of all books, papers, vouchers, money and other property of whatever kind
in his
or her possession or under his or her control belonging to the Company.
He or
she shall have such other powers and perform such other duties as may be
from
time to time prescribed by the Board of Directors or the
President.
ARTICLE
IV
Stock
Section
1.
Certificates.
Shares
of the Company's stock shall be represented by consecutively numbered
certificates signed in the name of the Company by its President or
Vice-President and by the Secretary or the Treasurer and shall be sealed
with
the seal of the Company. Certificates of stock shall be in such form consistent
with law or as shall be prescribed by the Board of Directors. No certificates
shall be issued until the shares represented thereby are fully
paid.
Section
2.
Consideration
for Shares.
Shares
shall be issued for such consideration, expressed in dollars, as shall be
fixed
from time to time by the Board of Directors. Such consideration may consist,
in
whole or in part, of money, other property, tangible or intangible, or in
labor
or services actually performed for the Company, but neither promissory notes
nor
future services shall constitute payment or part payment for
shares.
Section
3.
Lost
certificates.
In case
of the alleged loss, destruction or mutilation of a certificate of stock,
the
Board of Directors may direct the issuance of a new certificate in lieu thereof
upon such terms and conditions in conformity with law as it may prescribe.
The
Board of Directors may in its discretion require a bond in such form and
amount
and with such surety, as it may determine, before issuing a new
certificate.
.
Section
4.
Transfer
of Shares.
Upon
surrender to the Company of a certificate of stock duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, and
such
documentary stamps as may be required by law, it shall be the duty of the
Company to issue a new certificate to the person entitled thereto, and cancel
the old certificate. Every such transfer of stock shall be entered on the
stock
book of the Company which shall be kept at its principal office or by its
registrar duly appointed.
The
Company shall be entitled to treat the holder of record of any share of stock
as
the holder in fact thereof and accord-ingly shall not be bound to recognize
any
equitable or other claim to or interest in such share on the part of any
other
person whether or not it shall have express or other notice thereof except
as
may be required by the laws of the State of Colorado.
ARTICLE
V
Indemnification
of Officers and Directors
To
the
full extent authorized or permitted by law, the Company shall 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 by reason of the fact that he or
she
is or was a Director or officer of the Company or is or was serving at the
request of the Company in any capacity any other corpor-ation, partnership,
joint venture, trust or other enterprise.
ARTICLE
VI
Miscellaneous
Section
1.
Waivers
of Notice.
Whenever
notice is required by law, by the Articles of Incorporation or by these Bylaws,
a waiver thereof in writing signed by the Director, shareholder or other
person
entitled to said notice, whether before, at or after the time stated therein,
or
his or her appearance at such meeting in person or (in the case of a
shareholder's meeting) by proxy, shall be equivalent to such
notice.
Section
2.
Amendments.
Subject
to repeal or change by action of the shareholders, the Board of Directors
shall
have the power to make, amend and repeal the Bylaws of the Company at any
regular meeting of the Board of Directors or at any special meeting called
for
that purpose.