BYLAWS
OF
International
Surf Resorts, Inc.
a
Nevada corporation
SECTION
1. OFFICES
The
principal office of International Surf Resorts, Inc., a Nevada corporation
(“Corporation”) shall be located at the principal place of business or such
other place as the Board of Directors (“Board”) may designate. The Corporation
may have such other offices, either within or without the State of Nevada,
as
the Board may designate or as the business of the Corporation may require
from
time to time.
SECTION
2. SHAREHOLDERS
2.1
Annual Meeting
The
annual meeting of the shareholders shall be held the first Friday of March
in
each year, or on such other day as shall be fixed by resolution of the Board,
at
the principal office of the Corporation, or such other place as fixed by
the
Board, for the purpose of electing directors and transacting such other business
as may properly come before that meeting. If the day fixed for the annual
meeting is a legal holiday at the place of that meeting, that meeting shall
be
held on the next succeeding business day.
2.2
Special Meetings
The
Board, the President, or the Chairperson of the Board, may call special meetings
of the shareholders for any purpose. The holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation entitled to vote for
or
against any issue proposed to be considered at the proposed special meeting,
if
they date, sign and deliver to the Corporation's Secretary a written demand
for
a special meeting specifying the purpose or purposes for which it is to be
held,
may call a special meeting of the shareholders for such specified
purpose.
2.3
Place of Meeting
All
meetings shall be held at the principal office of the Corporation, or at
such
other place as designated by the Board, by any persons entitled to call a
meeting pursuant to the bylaws, or in a waiver of notice signed by all of
the
shareholders entitled to vote at that meeting.
2.4
Notice of Meeting
(a)
The
Corporation shall cause to be delivered to each shareholder entitled to notice
of, or to vote at, an annual or special meeting of shareholders, either
personally or by mail, not less than ten (10) days nor more than sixty (60)
days
before that meeting, written notice stating the date, time and place of that
meeting and, in the case of a special meeting, the purpose or purposes for
which
that meeting is called.
(b)
Notice to a shareholder of an annual or special shareholders meeting shall
be in
writing. Such notice, if in comprehensible form, is effective (a) when mailed,
if it is mailed postpaid and is correctly addressed to that shareholder's
address specified in the Corporation's then current record of shareholders,
or
(b) when received by that shareholder, if it is delivered by telegraph,
facsimile transmission or private courier.
(c)
If an
annual or special shareholders meeting is adjourned to a different date,
time,
or place, notice of the new date, time, or place shall not be required if
the
new date, time, or place is announced at that meeting before adjournment,
unless
a new record date for the adjourned meeting is, or must be, fixed pursuant
to
(i) Section 2.6(a) of these bylaws or (ii) the Nevada General Corporation
Law.
2.5
Waiver of Notice
(a)
Whenever any notice is required to be given to any shareholder pursuant to
the
provisions of these bylaws, the Articles of Incorporation or the Nevada General
Corporation Law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time specified in such
notice, and delivered to the Corporation for inclusion in the minutes for
filing
with the corporate records, shall be deemed equivalent to the giving of such
notice.
(b)
The
attendance of a shareholder at a meeting shall be a waiver of each objection
to
lack of, or defect in, notice of such meeting or of consideration of a
particular matter at that meeting, unless that shareholder, at the beginning
of
that meeting or prior to consideration of such matter, objects to holding
that
meeting, transacting business at that meeting, or considering the matter
when
presented at that meeting.
2.6
Fixing of Record Date for Determining Shareholders
(a)
For the purpose of determining shareholders entitled to notice of, or to
vote
at, any meeting of shareholders, or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or to make a determination of
shareholders for any other purpose, the Board may fix in advance a date as
the
record date for any such determination. Such record date shall be not more
than
seventy (70) days, and in case of a meeting of shareholders, not less than
ten
(10) days, prior to the date on which the particular action requiring such
determination is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of, or to vote at, a meeting, or to receive
payment of a dividend, the date on which the notice of meeting is mailed
or on
which the resolution of the Board declaring such dividend is adopted, as
the
case may be, shall be the record date for such determination. Such determination
shall apply to any adjournment of that meeting; provided, however, such
adjournment is not set for a date more than one hundred twenty (120) days
after
the date fixed for the original meeting.
(b)
The
record date for the determination of shareholders entitled to demand a special
shareholders meeting shall be the date the first shareholder signs the
demand.
2.7
Shareholders’ List
(a)
Beginning two (2) business days after notice of a meeting of shareholders
is given, a complete alphabetical list of the shareholders entitled to notice
of
that meeting shall be made, arranged by voting group, and within each voting
group by class or series, with the address of and number of shares held by
each
shareholder. Such record shall be kept on file at the Corporation's principal
office or at a place identified in that meeting notice in the city where
the
meeting will be held. On written demand, such record shall be subject to
inspection by any shareholder at any time during normal business hours. Such
record shall also be kept open at that meeting for inspection by any
shareholder.
(b)
A
shareholder may, on written demand, copy the shareholders' list at such
shareholder's expense during regular business hours; provided, however,
that:
|
(i)
|
Such
shareholder's demand is made in good faith and for another
purpose;
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(ii)
|
Such
shareholder has described with reasonable particularity such shareholder's
purpose specified in the written demand;
and
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(iii)
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The
shareholders' list is directly related to such shareholder's
purpose.
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2.8
Quorum
A
majority of the votes entitled to be cast on a matter at a meeting by a voting
group, represented in person or by proxy, shall constitute a quorum of that
voting group for action on that matter at a meeting of the shareholders.
If a
quorum is not present for a matter to be acted upon, a majority of the shares
represented at that meeting may adjourn that meeting from time to time without
additional notice. If the necessary quorum is present or represented at a
reconvened meeting following such an adjournment, any business may be transacted
that 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.
2.9
Manner of Acting
(a)
If a
quorum exists, action on a matter (other than the election of directors)
by a
voting group is approved if the votes cast within the voting group favoring
the
action exceed the votes cast opposing the action, unless the affirmative
vote of
a greater number is required by these bylaws, the Articles of Incorporation
or
the Nevada General Corporation Law.
(b)
If a
matter is to be voted on by a single group, action on that matter is taken
when
voted upon by that voting group. If a matter is to be voted on by two (2)
or
more voting groups, action on that matter is taken only when voted upon by
each
of those voting groups counted separately. Action may be taken by one voting
group on a matter even though no action is taken by another voting group
entitled to vote on such matter.
2.10
Proxies
A
shareholder may vote by proxy executed in writing by that shareholder or
by his
or her attorney-in-fact. Such proxy shall be effective when received by the
Secretary or other officer or agent authorized to tabulate votes at the meeting.
A proxy shall become invalid eleven (11) months after the date of its execution,
unless otherwise expressly provided in the proxy. A proxy for a specified
meeting shall entitle the holder thereof to vote at any adjournment of that
meeting, but shall not be valid after the final adjournment
thereof.
2.11
Voting of Shares
Each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
2.12
Voting for Directors
Each
shareholder may vote, in person or by proxy, the number of shares owned by
such
shareholder that are entitled to vote at an election of directors, for as
many
persons as there are directors to be elected and for whose election such
shares
have a right to vote. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes cast by
shares entitled to vote in the election at a meeting at which a quorum is
present.
2.13
Voting of Shares by Corporations
2.13.1
Shares Held by Another Corporation
Shares
standing in the name of another corporation may be voted by such officer,
agent
or proxy as the bylaws of such other corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation
may
determine; provided, however, such shares are not entitled to vote if the
Corporation owns, directly or indirectly, a majority of the shares entitled
to
vote for directors of such other corporation.
2.13.2
Shares Held by the Corporation
Authorized
but unissued shares shall not be voted or counted for determining whether
a
quorum exists at any meeting or counted in determining the total number of
outstanding shares at any given time. Notwithstanding the foregoing, shares
of
its own stock held by the Corporation in a fiduciary capacity may be counted
for
purposes of determining whether a quorum exists, and may be voted by the
Corporation.
2.14
Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy
Appointments
2.14.1
Documents Bearing Name of Shareholders
If
the
name signed on a vote, consent, waiver or proxy appointment corresponds to
the
name of a shareholder, the Secretary or other agent authorized to tabulate
votes
at the meeting may, if acting in good faith, accept such vote, consent, waiver
or proxy appointment and give it effect as the act of the
shareholder.
2.14.2
Documents Bearing Name of Third Parties
If
the
name signed on a vote, consent, waiver or proxy appointment does not correspond
to the name of its shareholder, the Secretary or other agent authorized to
tabulate votes at the meeting may nevertheless, if acting in good faith,
accept
such vote, consent, waiver or proxy appointment and give it effect as the
act of
the shareholder if:
(a) The
shareholder is an entity and the name signed purports to be that of an officer
or an agent of that entity;
(b) The
name signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the Secretary or other agent
requests, acceptable evidence of fiduciary status has been
presented;
(c) The
name signed purports to be that of a receiver or trustee in bankruptcy of
the
shareholder, and, if the Secretary or other agent requests, acceptable evidence
of this status has been presented;
(d) The
name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the Secretary or other agent
requests, acceptable evidence of the signatory's authority to sign has been
presented; or
(e) Two
or more persons are the shareholder as co-owners or fiduciaries and the name
signed purports to be the name of at least one of the co-owners and the person
signing appears to be acting on behalf of all co-owners.
2.14.3
Rejection of Documents
The
Secretary or other agent authorized to tabulate votes at the meeting is entitled
to reject a vote, consent, waiver or proxy appointment if such agent, acting
in
good faith, has reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the
shareholder.
SECTION
3. BOARD OF DIRECTORS
3.1
General Powers
The
business and affairs of the Corporation shall be managed by the Board, except
as
may be otherwise provided in these Bylaws, the Articles of Incorporation
or the
Nevada General Corporation Law.
3.2
Number, Tenure and Qualifications
The
Board
of Directors shall consist of no less than one (1) and no more than fifteen
(15)
Directors, the specific number to be set by resolution of the Board of
Directors. The number of directors may be changed from time to time by amendment
to these Bylaws, but no decrease in the number of directors shall shorten
the
term of any incumbent director. The terms of the directors expire at the
next
annual shareholder's meeting following their election. Despite the expiration
of
a director's term, however, the director shall continue to serve until such
director's successor is elected and qualifies or until there is a decrease
in
the number of directors. Directors need not be shareholders of the Corporation
or residents of the State of Nevada.
3.3
Annual and Regular Meetings
An
annual
meeting of the Board of Directors shall be held without additional notice
immediately after and at the same place as the annual meeting of
shareholders.
By
resolution the Board of Directors, or any committee thereof, may specify
the
time and place for holding regular meetings thereof without other notice
than
such resolution.
3.4
Special Meetings
Special
meetings of the Board of Directors or any committee designated by the Board
of
Directors may be called by or at the request of the Chair of the Board of
Directors, or the President or any director and, in the case of any special
meeting of any committee designated by the Board of Directors, by the Chair
thereof. The person or persons authorized to call special meetings may fix
any
place either within or without the State of Nevada as the place for holding
any
special Board or committee meeting called by them.
3.5
Meetings by Telecommunications
Members
of the Board of Directors or any committee designated by the Board of Directors
may participate in a meeting of the Board of Directors or such committee
by use
of any means of telecommunications equipment pursuant to which all persons
participating may simultaneously hear each other during such meeting.
Participation by such method shall be deemed presence in person at such
meeting.
3.6
Notice of Special Meetings
Notice
of
a special Board of Directors or committee meeting specifying the date, time
and
place of such meeting shall be given to a director in writing or orally by
telephone or in person as specified below. Neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in the notice
of
such meeting.
3.6.1
Personal Delivery
If
delivery is by personal service, the notice shall be effective if delivered
at
the address specified on the records of the Corporation at least one day
before
the meeting.
3.6.2
Delivery by Mail
If
notice
is delivered by mail, the notice shall be deemed effective if deposited in
the
official government mail at least five (5) days before the meeting properly
addressed to a director at his or her address specified on the records of
the
Corporation with postage prepaid.
3.6.3
Delivery by Telegraph
If
notice
is delivered by telegraph, the notice shall be deemed effective if the content
thereof is delivered to the telegraph company by such time that the telegraph
company guarantees delivery at least one day before the meeting.
3.6.4
Oral Notice
If
notice
is delivered orally, by telephone or in person, the notice shall be effective
if
personally given to a director at least one day before the meeting.
3.6.5
Notice by Facsimile Transmission
If
notice
is delivered by facsimile transmission, the notice shall be deemed effective
if
the content thereof is transmitted to the office of a director, at the facsimile
number specified on the records of the Corporation, at least one day before
the
meeting, and receipt is either confirmed by confirming transmission equipment
or
acknowledged by the receiving office.
3.6.6
Notice by Private Courier
If
notice
is delivered by private courier, the notice shall be deemed effective if
delivered to the courier, properly addressed and prepaid, by such time that
the
courier guarantees delivery at least one day before the meeting.
3.7
Waiver of Notice
3.7.1
Written Waiver
Whenever
any notice is required to be given to any director pursuant to the provisions
of
these Bylaws, the Articles of Incorporation or the Nevada General Corporation
Law, a waiver thereof in writing, executed at any time, specifying the meeting
for which notice is waived, signed by the person or persons entitled to such
notice, and filed with the minutes or corporate records, shall be deemed
equivalent to the giving of such notice.
3.7.2
Waiver by Attendance
The
attendance of a director at a Board of Directors or committee meeting shall
constitute a waiver of notice of such meeting, unless such director, at the
beginning of the meeting, or promptly upon such director's arrival, objects
to
holding the meeting or transacting any business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
3.8
Quorum
A
majority of the number of directors determined by or in the manner provided
by
these Bylaws shall constitute a quorum for the transaction of business at
any
Board of Directors meeting.
3.9
Manner of Acting
The
act
of the majority of the directors present at a Board of Directors or committee
meeting at which there is a quorum shall be the act of the Board of Directors
or
committee, unless the vote of a greater number is required by these Bylaws,
the
Articles of Incorporation or the Nevada General Corporation Law.
3.10
Presumption of Assent
A
director of the Corporation present at a Board of Directors or committee
meeting
at which action on any corporate matter is taken shall be deemed to have
assented to the action taken unless such director objects at the beginning
of
the meeting, or promptly upon such director's arrival, to holding the meeting
or
transacting business at the meeting; or such director's dissent is entered
in
the minutes of the meeting; or such director delivers a written notice of
dissent or abstention to such action with the presiding officer of the meeting
before the adjournment thereof; or such director forwards such notice by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. A director who voted in favor of such action
may not
thereafter dissent or abstain.
3.11
Action by Board of Directors or Committee Without a
Meeting
Any
action which could be taken at a meeting of the Board of Directors or of
any
committee appointed by the Board of Directors may be taken without a meeting,
if
a written consent setting forth the action so taken is signed by each Director
or by each committee member. The action shall be effective when the last
signature is placed on the consent, unless the consent specifies an earlier
or
later date. Such written consent, which shall have the same effect as a
unanimous vote of the directors or such committee, shall be inserted in the
minute book as if it were the minutes of a Board of Directors or committee
meeting.
3.12
Resignation
Any
director may resign at any time by delivering written notice to the Chair
of the
Board of Directors, the Board of Directors, or to the registered office of
the
Corporation. Such resignation shall take effect at the time specified in
the
notice, or if no time is specified, upon delivery. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make
it
effective. Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the Board of Directors.
3.13
Removal
One
or
more members of the Board of Directors (including the entire Board of Directors)
may be removed at a meeting of shareholders called expressly for that purpose,
provided that the notice of such meeting states that the purpose, or one
of the
purposes, of the meeting is such removal. A member of the Board of Directors
may
be removed with or without cause, unless the Articles of Incorporation permit
removal for cause only, by a vote of the holders of not less than two thirds
(2/3) of the voting power of the issued and outstanding stock entitled to
vote
on the election of the director. If a director is elected by a voting group
of
shareholders, only the shareholders of that voting group may participate
in the
vote to remove such director.
3.14
Vacancies
Any
vacancy occurring on the Board of Directors, including a vacancy resulting
from
an increase in the number of directors, may be filled by the shareholders,
by
the Board of Directors, by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, or by a sole
remaining director. A director elected to fill a vacancy shall be elected
for
the unexpired term of his or her predecessor in office; except that the term
of
a director elected by the Board of Directors to fill a vacancy expires at
the
next shareholders' meeting at which directors are elected. Any directorship
to
be filled by reason of an increase in the number of directors may be filled
by
the affirmative vote of a majority of the number of directors fixed by the
Bylaws prior to such increase for a term of office continuing only until
the
next election of directors by the shareholders. Any directorship not so filled
by the directors shall be filled by election at the next annual meeting of
shareholders or at a special meeting of shareholders called for that purpose.
If
the vacant directorship is filled by the shareholders and was held by a director
elected by a voting group of shareholders, then only the holders of shares
of
that voting group are entitled to vote to fill such vacancy. A vacancy that
will
occur at a specific later date by reason of a resignation effective at such
later date or otherwise may be filled
before the vacancy occurs, but the new director may not take office until
the
vacancy occurs.
3.15
Minutes
The
Board
of Directors shall keep minutes of its meetings and shall cause them to be
recorded in books kept for that purpose.
3.16
Executive and Other Committees
3.16.1
Creation of Committees
The
Board
of Directors, by resolution adopted by a majority of the number of Directors
fixed in the manner provided by these Bylaws, may appoint standing or temporary
committees, including an Executive Committee, from its own number. The Board
of
Directors may invest such committee(s) with such powers as it may see fit,
subject to such conditions as may be prescribed by the Board of Directors,
these
Bylaws, the Articles of Incorporation and the Nevada General Corporation
Law.
3.16.2
Authority of Committees
Each
committee shall have and may exercise all of the authority of the Board of
Directors to the extent provided in the resolution of the Board of Directors
designating the committee and any subsequent resolutions pertaining thereto
and
adopted in like manner, except that no such committee shall have the authority
to (a) authorize distributions, except as may be permitted by Section 3.16.2
(g)
of these Bylaws; (b) approve or propose to shareholders actions required
by the
Nevada General Corporation Law to be approved by shareholders; (c) fill
vacancies on the Board of Directors or any committee thereof; (d) adopt,
amend
or repeal these Bylaws; (e) amend the Certificate of Incorporation; (f) approve
a plan of merger not requiring shareholder approval; or (g) authorize or
approve
reacquisition of shares, except within limits prescribed by the Board of
Directors.
3.16.3
Quorum and Manner of Acting
A
majority of the number of Directors composing any committee of the Board
of
Directors, as established and fixed by resolution of the Board of Directors,
shall constitute a quorum for the transaction of business at any meeting
of such
committee.
3.16.4Minutes
of Meetings
All
committees so appointed shall keep regular minutes of their meetings and
shall
cause them to be recorded in books kept for that purpose.
3.16.5
Resignation
Any
member of any committee may resign at any time by delivering written notice
thereof to the Board of Directors, the Chair of the Board of Directors or
the
Corporation. Any such resignation shall take effect at the time specified
in the
notice, or if no time is specified, upon delivery. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the Board of Directors.
3.16.6
Removal
The
Board
of Directors may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority
of
the number of directors fixed by or in the manner provided by these
Bylaws.
3.17
Compensation
By
Board
of Directors resolution, directors and committee members may be paid their
expenses, if any, of attendance at each Board of Directors or committee meeting,
or a fixed sum for attendance at each Board of Directors or committee meeting,
or a staled salary as director or a committee member, or a combination of
the
foregoing. No such payment shall preclude any director or committee member
from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION
4. OFFICERS
4.1
Number
The
Officers of the Corporation shall be a President and a Secretary, each of
whom
shall be appointed by the Board of Directors. One or more Vice Presidents,
a
Treasurer and such other Officers and assistant Officers, including a Chair
of
the Board of Directors, may be appointed by the Board of Directors; such
officers and assistant officers to hold office for such period, have such
authority and perform such duties as are provided in these Bylaws or as may
be
provided by resolution of the Board of Directors. Any Officer may be assigned
by
the Board of Directors any additional title that the Board of Directors deems
appropriate. The Board of Directors may delegate to any officer or agent
the
power to appoint any such subordinate officers or agents and to prescribe
their
respective terms of office, authority and duties. Any two or more offices
may be
held by the same person.
4.2
Appointment and Term of Office
The
officers of the Corporation shall be appointed annually by the Board of
Directors at the Board of Directors meeting held after the annual meeting
of the
shareholders. If the appointment of officers is not made at such meeting,
such
appointment shall be made as soon thereafter as a Board of Directors meeting
conveniently may be held. Unless an officer dies, resigns,
or is removed from office, he or she shall hold office until the next annual
meeting of the Board of Directors or until his or her successor is
appointed.
4.3
Resignation
Any
officer may resign at any time by delivering written notice to the Corporation.
Any such resignation shall take effect at the time specified in the notice,
or
if no time is specified, upon delivery. Unless otherwise specified therein,
the
acceptance of such resignation shall not be necessary to make it effective.
Once
delivered, a notice of resignation is irrevocable unless revocation is permitted
by the Board of Directors.
4.4
Removal
Any
officer or agent appointed by the Board of Directors may be removed by the
Board
of Directors, with or without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Appointment of
an
officer or agent shall not of itself create contract rights.
4.5
Vacancies
A
vacancy
in any office because of death, resignation, removal, disqualification,
creation of a new office or any other cause may be filled by the Board of
Directors for the unexpired portion of the term, or for a new term established
by the Board of Directors. If a resignation is made effective at a later
date,
and the Corporation accepts such future effective date, the Board of Directors
may fill the pending vacancy before the effective date, if the Board of
Directors provides that the successor does not take office until the effective
date.
4.6
Chair of the Board of Directors
If
appointed, the Chair of the Board of Directors shall perform such duties
as
shall be assigned to him or her by the Board of Directors from time to time
and
shall preside over meetings of the Board of Directors and shareholders unless
another officer is appointed or designated by the Board of Directors as Chair
of
such meeting.
4.7
President
The
President shall be the chief executive officer of the Corporation unless
some
other Officer is so designated by the Board of Directors, shall preside over
meetings of the Board of Directors and shareholders in the absence of a Chair
of
the Board of Directors and, subject to the Board of Directors' control, shall
supervise and control all of the assets, business and affairs of the
Corporation. The President shall have authority to sign deeds, mortgages,
bonds,
contracts, or other instruments, except when the signing and execution thereof
have been expressly delegated by the Board of Directors or by these Bylaws
to
some other officer or agent of the Corporation, or are required by law to
be
otherwise signed or executed by some other officer or in some other manner.
In
general, the President shall perform all duties incident to the office of
President and such other duties as are prescribed by the Board of Directors
from
time to time.
4.8
Vice President
In
the
event of the death of the President or his or her inability to act, the Vice
President (or if there is more than one Vice President, the Vice President
who
was designated by the Board of Directors as the successor to the President,
or
if no Vice President is so designated, the Vice President first appointed
to
such office) shall perform the duties of the President, except as may be
limited
by resolution of the Board of Directors, with all the powers of and subject
to
all the restrictions upon the President. Vice Presidents shall have, to the
extent authorized by the President or the Board of Directors, the same powers
as
the President to sign deeds, mortgages, bonds, contracts or other instruments.
Vice Presidents shall perform such other duties as from time to time may
be
assigned to them by the President or by the Board of Directors.
4.9
Secretary
The
Secretary shall (a) prepare and keep the minutes of meetings of the shareholders
and the Board of Directors in one or more books provided for that purpose;
(b)
see that all notices are duly given in accordance with the provisions of
these
Bylaws or as required by law; (c) be responsible for custody of the corporate
records and seal of the corporation; (d) keep registers of the post office
address of each shareholder and Director; (e) have general charge of the
stock
transfer books of the Corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to
time
may be assigned to him or her by the President or by the Board of Directors.
In
the absence of the Secretary, an Assistant Secretary may perform the duties
of
the Secretary.
4.10
Treasurer
If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety
or
sureties as the Board of Directors shall determine. The Treasurer shall have
charge and custody of and be responsible for all funds and securities of
the
Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the
name of the Corporation in banks, trust companies or other depositories selected
in accordance with the provisions of these Bylaws; and in general perform
all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the President or by the Board
of
Directors. In the absence of the Treasurer, an Assistant Treasurer may perform
the duties of the Treasurer.
4.11
Salaries
The
salaries of the Officers shall be fixed from time to time by the Board of
Directors or by any person or persons to whom the Board of Directors has
delegated such authority. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a Director of the
Corporation.
SECTION
5. CONTRACTS, LOANS,
CHECKS
AND DEPOSITS
5.1
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 of and
on
behalf of the Corporation. Such authority may be general or confined to specific
instances.
5.2
Loans to the Corporation
No
loans
shall be contracted on behalf of the Corporation and no evidences 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.
5.3
Loans to Directors
The
Corporation shall not lend money to or guarantee the obligation of a Director
unless (a) the particular loan or guarantee is approved by a majority of
the
votes represented by the outstanding voting shares of all classes, voting
as a
single voting group, excluding the votes of the shares owned by or voted
under
the control of the benefitted director; or (b) the Board of Directors determines
that the loan or guarantee benefits the Corporation and either approves the
specific loan or guarantee or a general plan authorizing the loans and
guarantees. The fact that a loan or guarantee is made in violation of this
provision shall not affect the borrower's liability on the loan.
5.4
Checks, Drafts, Etc.
All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
signed
by such officer or officers, or agent or agents, of the Corporation and in
such
manner as is from time to time determined by resolution of the Board of
Directors.
5.5
Deposits
All
funds
of the Corporation not otherwise employed shall be deposited from time to
time
to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
SECTION
6. CERTIFICATES FOR SHARES
AND
THEIR TRANSFER
6.1
Issuance of Shares
No
shares
of the Corporation shall be issued unless authorized by the Board of Directors,
which authorization shall include the maximum number of shares to be issued
and
the consideration to be received for each share. Before the Corporation issues
shares, the Board of Directors shall determine that the consideration received
or to be received for such shares is adequate. Such determination by the
Board
of Directors shall be conclusive insofar as the adequacy of consideration
for
the issuance of shares relates to whether the shares are validly issued,
fully
paid and nonassessable.
6.2
Escrow for Shares
The
Board
of Directors may authorize the placement in escrow of shares issued for a
contract for future services or benefits or a promissory note, or may authorize
other arrangements to restrict the transfer of shares, and may authorize
the
crediting of distributions in respect of such shares against their purchase
price, until the services are performed, the note is paid or the benefits
received. If the services are not performed, the note is not paid, or the
benefits are not received, the Board of Directors may cancel, in whole or
in
part, such shares placed in escrow or restricted and such distributions
credited.
6.3
Certificates for Shares
Certificates
representing shares of the Corporation shall be in such form as shall be
determined by the Board of Directors Such certificates shall be signed by
any
two of the following officers: the Chair of the Board of Directors, the
President, any Vice President, the Treasurer, the Secretary or any Assistant
Secretary. Any or all of the signatures on a certificate may be facsimiles
if
the certificate is manually signed on behalf of a transfer agent or a registrar
other than the Corporation itself or an employee of the Corporation. All
certificates shall be consecutively numbered or otherwise
identified.
6.4
Stock Records
The
stock
transfer books shall be kept at the registered office or principal place
of
business of the Corporation or at the office of the Corporation's transfer
agent
or registrar. The name and address of each person to whom certificates for
shares are issued, together with the class and number of shares represented
by
each such certificate and the date of issue thereof, shall be entered on
the
stock transfer books of the Corporation. The person in whose name shares
stand
on the books of the Corporation shall be deemed by the Corporation to be
the
owner thereof for all purposes.
6.5
Restriction on Transfer
6.5.1
Securities Laws
Except
to
the extent that the Corporation has obtained an opinion of counsel acceptable
to
the Corporation that transfer restrictions are not required under applicable
securities laws, or has otherwise satisfied itself that such transfer
restrictions are not required, all certificates representing shares of the
Corporation shall bear conspicuously on the front or back of the certificate
a
legend or legends describing the restriction or restrictions.
6.5.2
Other Restrictions
In
addition, the front or back of all certificates shall include conspicuous
written notice of any further restrictions which may be imposed on the
transferability of such shares.
6.6
Transfer of Shares
Transfer
of shares of the Corporation shall be made only on the stock transfer books
of
the Corporation pursuant to authorization or document of transfer made by
the
holder of record thereof or by his or her legal representative, who shall
furnish proper evidence of authority to transfer, or by his or her
attorney-in-fact authorized by power of attorney duly executed and filed
with
the Secretary of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall
be
issued until the former certificates for a like number of shares shall have
been
surrendered and cancelled.
6.7
Lost or Destroyed Certificates
In
the
case of a lost, destroyed or mutilated certificate, a new certificate may
be
issued therefor upon such terms and indemnity to the Corporation as the Board
of
Directors may prescribe.
6.8
Transfer Agent and Registrar
The
Board
of Directors may from time to time appoint one or more Transfer Agents and
one
or more Registrars for the shares of the Corporation, with such powers and
duties as the Board of Directors shall determine by resolution.
6.9
Officer Ceasing to Act
In
case
any officer who has signed or whose facsimile signature has been placed upon
a
stock certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if
the
signer were such officer at the date of its issuance.
6.10
Fractional Shares
The
Corporation shall not issue certificates for fractional shares.
SECTION
7. BOOKS AND RECORDS
The
Corporation shall keep correct and complete books and records of account,
stock
transfer books, minutes of the proceedings of its shareholders and Board
of
Directors and such other records as may be necessary or advisable.
SECTION
8. FISCAL YEAR
The
fiscal year of the Corporation shall be the calendar year; provided, however,
that the Board of Directors may select a different fiscal year at any time
for
purposes of federal income taxes, or otherwise.
SECTION
9. SEAL
The
seal
of the Corporation, if any, shall consist of the name of the Corporation
and the
state of its incorporation
SECTION
10. INDEMNIFICATION
10.1
Right to Indemnification of Directors and Officers
Each
person who was or is made a party or is threatened to be made a party to
or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereafter a “proceeding”), by reason of the
fact that he or she is or was a director or officer of the Corporation or
is or
was serving at the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
hereinafter an “indemnitee”), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer shall be indemnified and held harmless
by
the Corporation to the fullest extent authorized by the Nevada General
Corporation Law, as the same exists or may hereafter be amended, (but, in
the
case of any such amendment, only to the extent that such amendment permits
the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who
has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section 10.3 of these Bylaws or with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
10.2
Right to Advancement of Expenses
The
right
to indemnification conferred in Section 10.1 of these Bylaws shall include
the
right to be paid by the Corporation the expenses incurred in defending any
proceeding for which such right to indemnification is applicable in advance
of
its final disposition (hereinafter an “advancement of expenses”); provided,
however, that, if the Nevada General Corporation Law requires, an advancement
of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a “final
adjudication”) that such indemnitee is not entitled to be indemnified for such
expenses under this section or otherwise.
10.3
Right of Indemnitee to Bring Suit
The
rights to indemnification and to the advancement of expenses conferred in
Sections 10.1 and 10.2 of these Bylaws shall be contract rights. If a
claim under Sections 10.1 and 10.2 of these Bylaws is not paid in full by
the
Corporation within sixty (60) days after a written claim has been received
by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover
an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending
such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that,
and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled
to
recover such expenses upon a final adjudication that, the indemnitee has
not met
any applicable standard for indemnification set forth in the Nevada General
Corporation Law. Neither the failure of the Corporation (including
its board of directors, independent legal counsel, or its stockholders) to
have
made a determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met
the applicable standard of conduct set forth in Nevada General Corporation
Law,
nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption
that
the indemnitee has not met the applicable standard of conduct or, in the
case of
such a suit brought by the indemnitee, be a defense to such suit. In
any suit brought by the indemnitee to enforce a right to indemnification
or to
an advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden
of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this section or otherwise shall be on the
Corporation.
10.4
Non-Exclusivity of Rights
The
rights to indemnification and to the advancement of expenses conferred in
this
article shall not be exclusive of any other right which any person may have
or
hereafter acquire under any statute, the Corporation's certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
10.5
Insurance
The
Corporation may maintain insurance, at its expense, to protect itself and
any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Nevada
General Corporation Law.
10.6
Indemnification of Employees and Agents of the Corporation
The
Corporation may, to the extent authorized from time to time by the board
of
directors, grant rights to indemnification, and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.
10.7
No Presumption of Bad Faith
The
termination of any proceeding by judgment, order, settlement, conviction
or upon
a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the best
interests of this Corporation, or, with respect to any criminal proceeding,
that
the person had reasonable cause to believe that the conduct was
unlawful.
10.8
Survival of Rights
The
rights conferred on any person by this Bylaw shall continue as to a person
who
has ceased to be a director, officer, employee or other agent and shall inure
to
the benefit of the heirs, executors and administrators of such a
person.
10.9
Amendments to Law
For
purposes of this Bylaw, the meaning of “law” within the phrase “to the fullest
extent not prohibited by law” shall include, but not be limited to, the Nevada
General Corporation Law, as the same exists on the date hereof or as it may
be
amended; provided, however, that in the case of any such amendment, such
amendment shall apply only to the extent that it permits the Corporation
to
provide broader indemnification rights than the Act permitted the Corporation
to
provide prior to such amendment.
10.10
Savings Clause
If
this
Bylaw or any portion hereof shall be invalidated on any ground by any court
of
competent jurisdiction, the Corporation shall indemnify each director, [officer
or other agent] to the fullest extent permitted by any applicable portion
of
this Bylaw that shall not have been invalidated, or by any other applicable
law.
10.11
Certain Definitions
For
the
purposes of this Section, the following definitions shall apply:
(a)
The
term “proceeding” shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense, settlement
and
appeal of any threatened, pending or completed action, suit or proceeding,
whether brought in the right of the Corporation or otherwise and whether
civil,
criminal, administrative or investigative, in which the director or officer
may
be or may have been involved as a party or otherwise by reason of the fact
that
the director or officer is or was a director or officer of the Corporation
or is
or was serving at the request of the Corporation as a director or officer
of
another corporation, partnership, joint venture, trust or other
enterprise.
(b)
The
term “expenses” shall be broadly construed and shall include, without
limitation, all costs, charges and expenses (including fees and disbursements
of
attorneys, accountants and other experts) actually and reasonably incurred
by a
director or officer in connection with any proceeding, all expenses of
investigations, judicial or administrative proceedings or appeals, and any
expenses of establishing a right to indemnification under these Bylaws, but
shall not include amounts paid in settlement, judgments or fines.
(c)
“Corporation” shall mean International Surf Resorts, Inc. and any successor
corporation thereof.
(d)
Reference to a “director” or “officer” of the Corporation shall include, without
limitation, situations where such person is serving at the request of the
Corporation as a director or officer of another corporation, partnership,
joint
venture, trust or other enterprise.
(e)
References to “other enterprises” shall include employee benefit plans.
References to “fines” shall include any excise taxes assessed on a person with
respect to any employee benefit plan. References to “serving at the request of
the Corporation” shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by,
such
director, officer, employee or agent with respect to an employee benefit
plan,
its participants, or beneficiaries. A person who acted in good faith and
in a
manner the person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted
in a
manner “not opposed to the best interests of the Corporation” as referred to in
this Bylaw.
SECTION
11. AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the
Board of Directors at any regular or special meeting of the Board of Directors;
provided, however, that the shareholders, in amending or repealing a particular
Bylaw, may provide expressly that the Board of Directors may not amend or
repeal
that Bylaw. The shareholders may also make, alter, amend and repeal the Bylaws
of the Corporation at any annual meeting or at a special meeting called for
that
purpose. All Bylaws made by the Board of Directors may be amended, repealed,
altered or modified by the shareholders at any regular or special meeting
called
for that purpose.
The
foregoing Bylaws were adopted by the Board of Directors of the Corporation
on
December 4, 2006.
/s/
Timothy Neely
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Timothy
Neely
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Secretary
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