Section 1.1 Organization. The Board of Directors shall elect the officers of
the Corporation and said officers shall hold office until their successors
have been chosen and qualified or until said officers shall resigned or
shall be remove. The officers shall consist of a President, Vice President,
a Secretary, a Treasurer and any other officers and agents, as the Board of
Directors may deem advisable. Any two, but not more than two, of the above
mentioned offices may except for the President, may be held by the same
person.
ARTICLE II
MEETINGS
Section 2.1. Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either
within or without the Commonwealth of Puerto Rico, as may be designated by
resolution of the Board of Directors from time to time. Any proper business
may be transacted at the annual meeting.
Section 2.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any item by the Board of Directors, or
by a committee of the Board of Directors that has been duly designated by
the Board of Directors and whose powers and authority, as expressly provided
in a resolution of the Board of Directors, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons.
Section 2.3 Notice of Meetings. Whenever Stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the
meetings is called. Unless otherwise provided by law, the certificate of
incorporation or these by-laws, the written notice of any meeting to each
stockholder entitle to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.
Section 2.4 Adjournments. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business,
which have been transacted at the original meeting. If the adjournment
meeting, notice of the adjourned meeting shall be given to each stockholder
of record entitle to vote at the meeting
Section 2.5 Quorum. Except as otherwise provided by law, the certificate of
incorporation or these by-laws, at each meeting of stockholders the presence
in persons or by proxy of the holders of shares of stock having a majority
of the votes which could be cast by and sufficient to continue a quorum. In
the absence of quorum, the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided in Section 1.4
of these by-laws until a quorum shall attend. A simple majority of the
membership, equal to at least fifty-one percent of the total percent of all
shares, which in no case shall be less than three (3) members of the
Corporation, shall be sufficient to constitute quorum at any annual or
special meeting.
Section 2.6 Voting; Proxies.
The voting rights of the members of the Corporation shall be based on one
vote for each share of stock held by him, which has voting power upon the
matter, in question. At any meeting of the members of the Board, a member
entitle to vote may do so by proxy executed in writing by the member duly
authorized attorney-in-fact. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provide in the proxy.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General. The business of the Corporation shall be conducted and
managed by a Board of Directors, which in number shall be no less than four
(4) Directors. Directors must be resident of the Commonwealth of Puerto
Rico. Officers are President, Vice-President, Secretary and Treasurer and
any other officer/s, as the Board may deem necessary.
Section 3.2 President. The President shall be elected from among the
Directors. The president shall preside at all meetings of the members and
the Board of Directors at which he/she shall be present; he/she shall have,
subject to the control of the Board of Directors, general charge and
supervision of the business of the Corporation; he/she may sign and execute
in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except as other wise provided by the
Certificate of Incorporation, these By Laws, or by resolution of the Board
of Directors; and shall perform such other duties as from time to time may
be assigned to him by the Board of Directors.
Section 3.3 Vice-President. The Vice-President, at the request of the
President or in his absence, or during, his inability to act, shall perform
the duties and exercise the functions of the President, and when so acting,
shall have the powers of the President. The Vice–President may perform
duties or exercise any functions as may be necessary and or as assign by the
Board of Directors or the President.
Section 3.4 Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors, in books provided for such purpose; he shall see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; he/she shall be custodian of the records of
the Corporation; he/she shall see that the Corporate seal is affixed to all
documents as may be necessary; and, shall perform all duties incident to the
office of a secretary of a Corporation an such other duties as from time to
time may be assigned by the Board of Directors or President.
Section 3.5 Treasurer. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation,
and shall deposit or cause to be deposited in the name of the corporation,
all moneys or other valuable effects in such banks, trust companies or other
depositaries as shall form time to time be designated by the Board of
Directors; he/she shall be render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
corporation, and in general, he/she shall perform all the duties incident to
the office of the treasures of a corporation and such other duties as from
time to time may be assigned by the Board of Directors or President.
Section 3.6 Other Officers. The Corporation may have any other officers and
agents as the Board of Directors may deem necessary, and shall have any
other duties as from time to time may be assigned by the Board of Directors
or President.
Section 3.7 Compensation. The officers of the Corporation shall receive
compensation for the performance of their duties in the Corporation as
determine by the Board of Directors in a special meeting.
ARTICLE IV
FINANCES
Section 4.1 Finances. The Board of Directors may accept, hold, invests,
reinvests and administer any gifts, legacies, bequests, devices, funds and
property of any sort or nature, and to use expend or donate the income or
principal of the property, and to devote the same to the purpose of the
Corporation.
Section 4.2 Contracts. The Board of Directors may authorize any officer(s)
or agent(s) of the Corporation, in addition to the officers so authorized by
these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 4.3 Checks, Drafts, etc. All checks, drafts and others for the
payment of money, notes and other evidence of indebtedness, issued in the
name of the Corporation, shall be signed by such persons as the Board of
Directors may designate.
Section 4.4 Annual Reports A balance sheet prepared in accordance with
generally accepted accounting principles, showing the financial condition of
the Corporation at the close of its Operations, duly audited by a CPA
license in Puerto Rico, must be presented at the annual Board Meeting, if
requested by the Board. The report content must be filed in the required
format, no later than April 15 of each year, or any other dates as may be
provided by law, or Secretary of State in the Department of State and any
other Agency, as may be required by law.
ARTICLE V
STOCKS
Section 5.1 Certificates. Every holder of stock shall be entitle to have a
certificate signed by or in the name of the corporation by the President and
Treasurer or Secretary of the Corporation certifying the numbers of shares
owned by him in the Corporation.
ARTICLE VI
MISCELANEOUS
Section 6.1 Seal. The corporate seal shall have the name of the corporation
inscribed thereon and shall be such form as may be approved from time to
time by the Board of Directors
Section 6.2 Amendments. Any and all provisions of these Bylaws may be
altered, amended, or repealed and/or new Bylaws may be adopted at any
regular or special meeting of the Board of Directors called for that
purpose. A simple majority will be required to amend these Bylaws, provided
such amendment or repeal is to be discussed.
