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[__X__] Approval of Resident Agent
Resident Agent: Silver State Legal
Address: 4625 W. Nevso Drive, Suites 2&3
Las Vegas, NV 89103
______________________________
Harold Huggins
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BY-LAWS
OF
Section 3. ELECTION AND TERM OF OFFICE. All Directors shall be elected at the
annual meeting of stockholders by a plurality of the votes cast at the election, but if any such
annual meeting is not held, or the Directors are not elected at such meeting, the Directors may be
elected at any special meeting of stockholders. All Directors shall hold office until their respective
successors are elected.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any Director, or if the resignation or removal of any Director, or
if the authorized number of Directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at which any Director or Directors are elected to elect the full
authorized number of Directors to be voted for at that meeting, or if the original incorporators shall
fail to designate the total authorized number of Directors for the initial Board of Directors.
The stockholders may elect a Director or Directors at any time to fill any vacancy or
vacancies caused by one or more directors giving notice of his or their resignation to the Board,
when such vacancies are not filled by the Directors. If the Board of Directors accepts the
resignation of a Director tendered to take effect at a future time, the Board or the stockholders shall
have power to elect a successor to take office when the resignation is to become effective.
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Section 5. PLACE OF MEETING. Regular meetings of the Board of Directors shall
be held at any place within or without the State of Nevada which has been designated from time
to time by resolution of the Board or by written consent of all members of the Board. Special
meetings of the Board may be held at a place so designated.
Section 7. SPECIAL MEETINGS. Written notice of the time and place of special
meetings shall be delivered personally to the Directors or sent to each Director by mail, facsimile
machine (if the recipient has a facsimile machine properly connected to a telephone line), a
commercially reasonable overnight express service, or other form of written communication,
charges prepaid, addressed to him at his address as it is shown upon the records of the corporation,
or if it is not so shown on such records or is not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case the notice is mailed, it shall be deposited in
the United States mail at least three (3) days before the meeting. If the notice is sent by an
overnight express service, it must be sent at least one (1) day before the meeting. If the notice is
personally delivered or sent by facsimile machine, it shall be so delivered at least twenty-four (24)
hours before the meeting. Such mailing or delivery as above provided shall be due, legal and
personal notice to such Director.
Section 9. ENTRY OF NOTICE. Whenever any Director has been absent from any
special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been
duly given shall be conclusive and incontrovertible evidence that due notice of such special
meeting was given to such Director, as required by law and the Bylaws of the Corporation.
Section 10. 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 sign a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the meeting.
Section 13. ADJOURNMENT. A quorum of the Directors may adjourn any Director's
meeting to meet again at a stated day and hour. However, in the absence of a quorum, a majority
of the Directors present at any Director's meeting, either regular or special, may adjourn from time
to time until the time fixed for the next regular meeting of the Board.
Section 14. FEES AND COMPENSATION. Directors shall not receive any stated
salary for their services as Directors, but by resolution of the Board, certain individual outside
Director’s may be provided with a Director compensation package, which may include issuance
of stock options, certain insurance coverage, an indemnification agreement and an expense
reimbursement amount directly related to attendance thereat, may be allowed for said service.
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 the compensation
therefore.
Section 15. REMOVAL. Any Director may be removed from office without cause by
the vote of stockholders representing two-thirds of voting power of the issued and outstanding
stock entitled to voting power at a meeting duly called for that purpose at any time.
ARTICLE II
Officers
Section 2. ELECTION. The officers of this corporation, except such officers as may
be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by the Board of Directors and each shall hold his office until he shall resign or
shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.
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Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the Board of Directors at any regular or special meeting of
the Board. Any officer may resign at any time by giving written notice to the Board of Directors
or to the President, or to the Secretary of 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.
The Secretary shall keep, or cause to be kept, at the registered office in this state, (as
described in NRS 82.181(1)(a) certified copies of the Articles of Incorporation and the Bylaws,
along with all amendments thereto, if any.
The Secretary shall give, or cause to be given, notice of all meetings 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, and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.
Section 10. TREASURER. The Treasurer shall keep and maintain, or cause to be kept
and maintained, adequate and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses,
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capital and surplus. The books of account shall at all times be open to inspection by any Director.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of
the corporation with 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, shall render to
the Chief Executive Officer, the President and/or the Board, whenever they request it, and account
of all of his transactions as such an officer and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.
ARTICLE III
Perpetual Existence
ARTICLE IV
Miscellaneous
Section 1. CHECKS, DRAFTS, ETC. 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 2. ANNUAL REPORT. The Board of Directors of the corporation may cause
an annual report to be made available not later than one hundred twenty (120) days after the close
of the fiscal or calendar year.
ARTICLE V
Amendments
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a majority of the voting power of the corporation or by the written assent of such directors.
ARTICLE VI
Indemnification
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Section 4. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. This
corporation, unless ordered by a court or advanced pursuant to section 5 below, must make any
indemnification under sections 1 and 2, 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 Board of Directors by majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding;
(b) 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
(c) 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.
(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 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 above or for the advancement of expenses made pursuant
to section 5 above, 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.
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a director, officer, employee or agent of another corporation, partnership, j oint venture, trust or
other enterprise against all expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with the action, suit
or proceeding. The corporation may also advance expenses incurred by such employee or agent
in connection with any such action, suit or proceeding, consistent with the provisions ofapplicable
law as then in effect.
That the undersigned, the Secretary of The Council for Education, a Non-Profit corporation,
organized and existing under the laws of the state of Nevada, does hereby certify that the foregoing
Bylaws, consisting of six articles, were duly adopted as the Bylaws of said corporation formed on
the 25 th day of October, 2017, by appropriate resolution of the Board of Directors.
Man: I
Corporate Secretary