BYLAWS
OF
TMSR HOLDING COMPANY LIMITED
(the “Corporation”)
Adopted on March 28, 2018
ARTICLE I
OFFICES
1.1
Registered
Office
. The registered office and registered agent of the Corporation shall be as from time to time set forth in the Corporation’s
Articles of Incorporation.
1.2
Other
Offices
. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board
of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
2.1
Place
of Meetings
. All meetings of the stockholders for the election of Directors shall be held at such place, within or without
the State of Nevada, as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose
may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
2.2
Annual
Meeting
. An annual meeting of the stockholders shall be held at such time as may be determined by the Board of Directors, at
which meeting the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before
the meeting.
2.3
Special
Meetings
. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Articles
of Incorporation or by these Bylaws, may be called by the Chief Executive Officer or the President, or 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 the holders of a
majority
of all the shares issued, outstanding and entitled to vote. Such request shall state the purpose or purposes
of the proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of
the meeting unless all stockholders entitled to vote are present and consent.
2.4
Notice
.
Written or printed notice stating the place, day and hour of any meeting of the stockholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, the President, the Secretary,
or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock
transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.
2.5
List of
Stockholders
. At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each,
shall be prepared by the officer or agent having charge of the stock transfer books. Such list shall be kept on file at the registered
office of the Corporation (or at such other location determined by the Board of Directors) for a period of ten days prior to such
meeting and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall be produced
and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any
stockholder who may be present.
2.6
Quorum
.
At all meetings of the stockholders, the presence in person or by proxy of the holders of one-third (1/3
rd
) of the shares
issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. If the adjournment is for more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. At such adjourned 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 notified.
2.7
Voting
.
When a quorum is present at any meeting of the Corporation’s stockholders, the vote of the holders of a majority of the shares
having voting power present in person or represented by proxy at such meeting shall decide any questions brought before such meeting,
unless the question is one upon which, by express provision of law, the Articles of Incorporation or these Bylaws, a different
vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders
present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.8
Method
of Voting
. Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted
to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise
provided by applicable law or the Articles of Incorporation, as amended from time to time. At any meeting of the stockholders,
every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing
subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than six months prior to
such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein
to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.
Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall
be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands
unless the presiding officer shall order or any stockholder shall demand that voting be by written ballot.
2.9
Record
Date; Closing Transfer Books
. The Board of Directors may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten nor more than sixty days
prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than
ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which
the notice of the meeting is mailed shall be the record date.
2.10
Action
By Consent
. Any action required or permitted by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting
of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action
so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion
of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed
consents shall be delivered to the Secretary for inclusion in the Minute Book of the Corporation.
ARTICLE III
BOARD OF DIRECTORS
3.1
Management
.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise
all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, a stockholders’
agreement or these Bylaws directed or required to be exercised or done by the stockholders.
3.2
Qualification;
Election; Term
. None of the directors need be a stockholder of the Corporation or a resident of the State of Nevada. The directors
shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director
elected shall hold office until his successor shall be elected and qualified.
3.3
Number
.
The initial number of directors of the Corporation shall be one (1). Thereafter, the number of directors of the Corporation shall
be fixed as the Board of Directors may from time to time designate. No decrease in the number of directors shall have the effect
of shortening the term of any incumbent director.
3.4
Removal
.
Any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least
two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention
to act upon such matter shall have been given in the notice calling such meeting.
3.5
Vacancies
.
Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote
of at least a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase
in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or
more directors by the stockholders.
3.6
Place
of Meetings
. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State
of Nevada as may be fixed from time to time by the Board of Directors.
3.7
Annual
Meeting
. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following
the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and
serving shall change such time or place.
3.8
Regular
Meetings
. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to
time be determined by resolution of the Board of Directors.
3.9
Special
Meetings
. Special meetings of the Board of Directors may be called by the Chief Executive Officer or President on oral or written
notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight
hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive Officer, the President or the Secretary
in like manner and on like notice on the written request of two-thirds of directors. Except as may be otherwise expressly provided
by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special
meeting need to be specified in a notice or waiver of notice.
3.10
Quorum
and Voting
. At all meetings of the Board of Directors the presence of a majority of the number of directors shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by law, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until
a quorum shall be present.
3.11
Interested
Directors
. No contract or transaction between the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because
the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the fact as to his relationship
or interest and as to the contract or transaction is known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or (2) the fact as to his relationship or interest and as to the
contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
3.12
Action
by Consent
. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such
a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of
Directors.
3.13
Compensation
of Directors
. Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board
of Directors, by resolution, shall establish; provided that nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
4.1
Designation
.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist
of one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions
as may be provided in such resolution.
4.2
Authority
.
Each committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors
in the management of the business and affairs of the Corporation, except where action of the full Board of Directors is required
by statute or by the Articles of Incorporation.
4.3
Change
in Number
. The number of committee members may be increased or decreased (but not below one) from time to time by resolution
adopted by a majority of the whole Board of Directors.
4.4
Removal
.
Any committee member may be removed by the Board of Directors by the affirmative vote of a majority of the whole Board, whenever
in its judgment the best interests of the Corporation will be served thereby.
4.5
Vacancies
.
A vacancy occurring in any committee (by death, resignation, removal or otherwise) may be filled by the Board of Directors in the
manner provided for original designation in Section 4.1.
4.6
Meetings
.
The time, place and notice (if any) of all committee meetings shall be determined by the respective committee. Unless otherwise
determined by a particular committee, meetings of the committees may be called by the Chief Executive Officer or President on oral
or written notice to each member, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least
forty-eight hours prior to the time of the meeting and special meetings shall be called by the Chief Executive Officer, the President
or the Secretary in like manner and on like notice on the written request of any committee member. Neither the business to be transacted
at, nor the purpose of, any meeting need be specified in a notice or waiver of notice of any meeting.
4.7
Quorum;
Majority Vote
. Unless otherwise determined by a particular committee, at any meeting a majority of the committee members shall
constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the committee, except as otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws. If a quorum is not present at a meeting of the committee, the members present thereat may adjourn
the meeting from time to time, without notice other than an announcement at the meeting until a quorum is present.
4.8
Action
by Consent
. Any action required or permitted to be taken at any committee meeting may be taken without such a meeting if a
consent or consents in writing, setting forth the action so taken, is signed by all the members of such committee.
4.9
Compensation
.
Compensation of committee members shall be fixed pursuant to the provisions of Section 3.13.
ARTICLE V
NOTICE
5.1
Form of
Notice
. Whenever required by law, the Articles of Incorporation or these Bylaws, notice is to be given to any director or stockholder,
and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer
agent; or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
5.2
Waiver
.
Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Articles
of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether
before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or
director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for
the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS AND AGENTS
6.1
In General
.
The officers of the Corporation shall be elected by the Board of Directors and shall be a Chairman of the Board of Directors, a
President, a Treasurer and a Secretary. The Board of Directors may also elect a Chairman of the Board, a Chief Executive Officer,
a Chief Operating Officer, a Chief Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers. None of the officers need be a member of the Board of Directors. Any two or more offices may be held
by the same person.
6.2
Election
.
The Board of Directors, at its first meeting after each annual meeting of stockholders, shall elect a President, a Treasurer, a
Secretary and such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
6.3
Salaries
.
The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board,
if so authorized by the Board.
6.4
Term of
Office and Removal
. Each officer of the Corporation shall hold office until his death, or his resignation or removal from office,
or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the
Board of Directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole Board of
Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
6.5
Employment
and Other Contracts
. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined
to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby,
authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.
6.6
Chairman
of the Board
. The Chairman of the Board, subject to the direction of the Board of Directors, shall perform such executive,
supervisory and management functions and duties as from time to time may be assigned to him or her by the Board of Directors. The
Chairman of the Board shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors.
6.7
Chief
Executive Officer
. The Chief Executive Officer shall have general and active management of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall
preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in the absence of the
Chairman of the Board.
6.8
President
.
The President shall be subject to the direction of the Board of Directors and the Chief Executive Officer and shall have general
charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. The
President shall see that the officers carry all other orders and resolutions of the Board of Directors into effect. The President
shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where required
by law to be otherwise signed and executed and except where the signing and execution shall be expressly delegated by the Board
of Directors to some other officer or agent of the Corporation or reserved to the Board of Directors or any committee thereof.
The President shall preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in
the absence of the Chairman of the Board and the Chief Executive Officer. The President shall perform all duties incident to the
office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
6.9
Chief
Operating Officer
. The Chief Operating Officer shall be subject to the direction of the Chief Executive Officer, the President
and the Board of Directors and shall have day-to-day managerial responsibility for the operation of the Corporation.
6.10
Chief
Financial Officer
. The Chief Financial Officer shall be subject to the direction of the Chief Executive Officer, the President
and the Board of Directors and shall have day-to-day managerial responsibility for the finances of the Corporation.
6.11
Vice
Presidents
. Each Vice President shall have such powers and perform such duties as the Board of Directors or any committee thereof
may from time to time prescribe, or as the President may from time to time delegate to him. In the absence or disability of the
President, any Vice President may perform the duties and exercise the powers of the President.
6.12
Secretary
.
The Secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to
be kept for that purpose. The Secretary shall perform like duties for the Board of Directors when required. He shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other
duties as may be prescribed by the Board of Directors under whose supervision he shall be. He shall keep in safe custody the seal
of the Corporation. He shall be under the supervision of the President. He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.13
Assistant
Secretaries
. Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate to him.
6.14
Treasurer
.
The Treasurer shall have the custody of all corporate funds and securities, shall keep full and accurate accounts of receipts and
disbursements of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories 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, taking proper vouchers for such disbursements, shall render to the Directors, at the
regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and
of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe or the
President may from time to time delegate.
6.15
Assistant
Treasurers
. Each Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate to him.
6.16
Bonding
.
If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, 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 their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging
to the Corporation.
ARTICLE VII
CERTIFICATES OF SHARES
7.1
Form of
Certificates
. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such
form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates
shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they
are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par
value of such shares or a statement that such shares are without par value.
7.2
Shares
without Certificates
. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares
of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares
until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided
by the Nevada Revised Statutes, the rights and obligations of stockholders are identical whether or not their shares of stock are
represented by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation
shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 7.1.
At least annually thereafter, the Corporation shall provide to its stockholders of record, a written statement confirming the information
contained in the informational statement previously sent pursuant to this Section.
7.3
Lost Certificates
.
The Board of Directors may direct that a new certificate be issued, or that uncertificated shares be issued, in place of any certificate
theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares,
the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost
or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give
the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate
has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable
time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving
such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate
or uncertificated shares.
7.4
Transfer
of Shares
. Shares of stock shall be transferable only on the books of the Corporation or its transfer agent by the holder thereof
in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
7.5
Registered
Stockholders
. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder
in fact thereof and, accordingly, 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 law.
ARTICLE VIII
GENERAL PROVISIONS
8.1
Dividends
.
Dividends upon the outstanding shares 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. Dividends may be declared and paid in cash, in property,
or in shares of the Corporation, subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation. The
Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of
any dividend, such record date to be not more than sixty days prior to the payment date of such dividend, or the Board of Directors
may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution
declaring such dividend shall be the record date.
8.2
Reserves
.
There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as
the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation,
and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved shall not be available for the payment of dividends or other distributions by the Corporation.
8.3
Telephone
and Similar Meetings
. Stockholders, directors and committee members may participate in and hold a meeting by means of conference
telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation
in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
8.4
Books
and Records
. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of
its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number
and class of the shares held by each.
8.5
Checks
and Notes
. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time designate.
8.6
Loans
.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
8.7
Fiscal
Year
. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.
8.8
Seal
.
The Corporation may have a seal, and such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.
8.9
Indemnification
.
The Corporation shall indemnify its directors and officers to the fullest extent permitted by the Nevada Revised Statutes and may,
if and to the extent authorized by the Board of Directors, so indemnify any other person whom it has the power to indemnify against
liability, reasonable expense or other matter whatsoever.
8.10
Insurance
.
The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of any person who holds
or who has held any position identified in Section 8.9 against any and all liability incurred by such person in any such position
or arising out of his status as such.
8.11
Resignation
.
Any director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation shall take
effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
8.12
Off-Shore
Offerings
. In all offerings of securities pursuant to Regulation S of the Securities Act of 1933, as amended (the “Act”),
the Corporation shall require that its stock transfer agent refuse to register any transfer of securities not made in accordance
with the provisions of Regulation S, pursuant to registration under the Act or an available exemption thereunder.
8.13
Amendment
of Bylaws
. The Board of Directors shall have power to amend, modify or repeal these Bylaws, or adopt any new provision.
8.14
Invalid
Provisions
. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as
possible and reasonable, shall be valid and operative.
8.15
Relation
to Articles of Incorporation
. These Bylaws are subject to, and governed by, the Articles of Incorporation.
