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Appendix B 
 
Internet Events International Inc.
A BUSINESS CORPORATION

 

ARTICLE I MISSION STATEMENT

The mission of Internet Events International is to imbue the global community with comfort and familiarity towards the many uses the Internet provides.  We will bring increased order to the Internet and make the Internet easy and accessible to the world through the use of multi-language protocol and by bringing domains together categorically through the use of a sub-domain system.  This sub-domain system will showcase industries, groups, etc. and their larger communities in an easily accessible manner, and accurately define content of the domain.  We desire to contribute to the international stability, integrity, and security of the Internet.

ARTICLE II - OFFICES

The initial principal office of the Corporation shall be located in the City of Orem and the state of Utah. The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.

ARTICLE III - SHAREHOLDERS

Section 1 - Annual Meetings: Shareholders will meet annually on the fifteenth day of March at 10 a.m. at the principle office of the corporation or at such other places as the Board may authorize for the purpose of electing directors and transacting any such other business as may properly come before the meeting.  In the event of March 15 falling on a holiday or weekend, the Board may choose to change the date, but may not change it more than 7 days previous to or following the 15th day of March.

Section 2 - Special Meetings: Special meetings of the shareholders may be called at any time by the Board, the President, or by the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote.

Section 3 - Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as the Board shall designate in the notice of such meetings.

Section 4 - Notice of Meetings: Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting, shall be delivered personally or by mail not less than ten days, nor more than sixty days, before the date of the meeting. Notice shall be given to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail with postage paid and addressed to member at his address as it appears on the records of the Corporation.

Section 5 - Waiver of Notice: A written waiver of notice signed by a member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6 - Quorum: Except as otherwise provided by statute, or the Articles of Incorporation, at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders of record holding at least 55% of the total number of shares of the Corporation then issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business. If any shareholder leaves after the commencement of a meeting, this shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting.

Section 7 - Voting: Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors, to be taken by vote of shareholders, shall be authorized by a majority of votes cast a meeting of shareholders by the holders of shares entitled to vote thereon.

Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in the holder's name on the stock transfer books of the corporation.

Each shareholder entitled to vote may do so by proxy; provided, however that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein, the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the corporation.

Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

Section 8 Duties and Powers:  The duties and powers of a the shareholders shall consist of the power to protect their interests as shareholders, the election of Board members, and the allocation of all shares of stock.  Furthermore, the shareholders shall, within 45 days of the incorporation of Internet Events International, designate the initial allocation of shares and elect four Board members, each of whom will also serve as an officer of the Corporation in one of the following capacities: President, Executive Vice President and Secretary, Vice President of Policy, and Vice President of Registration.

ARTICLE IV - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office: The number of the directors of the Corporation shall never be less than Two. The number of active directors may be increased or decreased by resolution of the Board.  Upon resolution of the Board to increase the number of active directors, notice shall be given immediately to all shareholders, along with notice of any special meeting of the shareholders to be convened to elect the new directors.  Each member of the Board, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders entitled to vote in the election and shall be comprised initially of the four members and officers determined in accordance with Article III, Section 8 of these Bylaws. Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his / her prior death, resignation or removal.

Section 2 - Vacancies: Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board called for that purpose. Any such director so elected may be replaced by the shareholders at a regular or special meeting of shareholders

Section 3 - Duties and Powers: The Board shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as limited by statute.  Except as specified in Article III, Section 8 of these Bylaws, the Board shall annually elect the President of the Corporation, the Executive Vice President and Secretary, the Vice President of Policy, and the Vice President of Registration, and delegate to each the powers and duties assigned in these Bylaws.  The Board of Directors shall have full jurisdiction over any and all matters pertaining to the general functions and pursuits of the Corporation.  Jurisdiction over the day-to-day activities and affairs of the Corporation shall be delegated to the President of the Corporation.

Section 4 - Annual Meetings: The Board of Directors shall hold an annual meeting immediately following the annual meeting of the shareholders and shall be convened at the same location on the business day immediately following the adjournment of the shareholders meeting.  The Board shall also hold a semi-annual meeting six months after the adjournment of their annual meeting.  This meeting will be held at the principle place of business or any other location that the Board may deem appropriate. 

Section 5 - Special Meetings: Matters of policy change or other corporate business that require the vote of the Board of Directors will be considered at the annual or semi-annual meetings unless the President or a majority of the directors of the Board has reasonable cause to convene a special meeting of the Board of Directors. The Board, from time to time, may provide by resolution the holding of other meetings as they deem necessary and may fix the time and place thereof.  Any time a special meeting of the Board is convened, notice shall be provided to all directors entitled to vote thereat of the proposed purpose of the meeting and the proposed business to be transacted.

Section 6 - Notice and Waiver: Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally, by mail, by electronic mail, or by telegram to each director at his address. If mailed, such notice shall be deemed to be delivered when deposited into the United States Mail with postage prepaid. If electronic mailed, such notice shall be deemed to be delivered when sent from mail outbox. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company.

Any Director may waive notice of any meeting, either before, at, or after such meeting, by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting, or the manner in which it been called or convened, except when a director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 7 - Chairman: The chairman shall be elected by a majority of the votes cast at a meeting of the Board of Directors entitled to vote in the election. The Chairman shall hold office until the annual meeting of the Board of Directors next succeeding their election and until their successor is elected and qualified or until his / her prior death, resignation or removal.

Section 8 - Quorum and Adjournments: At all meetings of the Board, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by Article of Incorporation, or by these bylaws. A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 9 Voting and Board Action: At all meetings of the Board, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. Except as otherwise provided by statute, the action of a majority of directors present at any meeting at which a quorum is present shall constitute the action of the Board. Any action authorized, in writing, by all of the directors entitle to vote thereon and filed with the minutes of the corporation shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

In the event of a tie during voting at any meeting of the Board of Directors, the vote cast by the Chairman of the Board, if in attendance, shall be decisive.  If the duly elected Chairman of the Board is not in attendance during such a vote, the matter or proposal shall be held over to a future meeting of the Board for determination.  When a meeting of the board is tided the chairman has the casting vote. Any action taken by the Board may be taken without a meeting if agreed to in writing by all members before or after the action is taken and if a record of such action is filed in the minute book. 

Section 10 - Telephone and Internet Meetings: Directors may participate in meetings of the Board through the use of a telephone or the Internet if such can be arranged so that all Board members can hear all other members. The use of a telephone or the Internet for participation shall constitute presence in person.

Section 11 - Resignation and Removal: Any director may resign at any time by giving written notice to another Board member, the President, or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed with or without cause at any time by the affirmative vote of shareholders of record, holding in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 12 - Compensation: No stated salary shall be paid to directors, as such for their services, but by resolution of the Board a fixed sum and / or expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation thereof.

ARTICLE V OFFICERS AND COMMITTEES

Section 1 - Number, Qualification, Election and Term: The officers of the Corporation shall consist of a President, an Executive Vice President and Secretary, a Vice President of Policy, and a Vice President of Registration, and such other officers, as the Board may from time to time deem advisable. Any officer may be, but is not required to be, a director of the Corporation. Except as specified in Article III, Section 8 of these Bylaws, the officers of the Corporation shall be elected by the Board at the regular annual meeting of the Board. Each officer shall hold office until the annual meeting of the Board next succeeding his election, and until his / her successor shall have been elected and qualified, or until his / her death, resignation or removal.

Section 2 - Resignation and Removal: Any officer may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation or to a member of the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board member or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board at any time.

Section 3 - Vacancies: A vacancy in any office may, at any time, be filled for the unexpired portion of the term by a majority vote of the Board.

Section 4 -Duties of Officers: The President of the Corporation shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the president of a corporation.  The President of the Corporation shall also have jurisdiction over the day-to-day activities and affairs of the corporation and shall execute bonds, mortgages, and other contracts on behalf of the Corporation and shall cause the seal to be affixed to any instrument requiring it.  The President of the Corporation shall also have the authority to assign Committee members, except the Committee Chairman, and attend any or all Committee meetings with the authority to veto any action decided by Committee, when deemed not in the best interests of the Corporation.

The Executive Vice President of the Corporation shall also serve as the Secretary of the Corporation and Chairman of the Executive Committee.  The Executive Vice President, as Secretary of the Corporation, shall have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate account of the receipts and disbursements in books belonging to the Corporation.  The Executive Vice President, as Secretary, shall disburse the funds of the Corporation, as ordered by the President, or the Board of Directors, making proper vouchers for such disbursements.  He or she shall render to the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all of his or her transactions as Secretary and of the financial condition of the Corporation. 

If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.  The Secretary shall also give, or cause to be given, notice of all meetings of the Directors, and all other notices required by law or by these Bylaws, and in the case of his or her absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President.  The Secretary of the Corporation shall also record all the proceedings of the meetings of the Corporation and the of the Directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the President or the Directors, and attest the same.

The Executive Vice President of the Corporation, as Chairman of the Executive Committee, shall be responsible for such activities as assigned by the President of the Corporation, and shall have the authority to convene such meetings of the Executive Committee as deemed necessary, and to conduct any and all business necessary to fulfill his or her responsibilities as assigned by the President of the Corporation.

The Vice President of Policy shall also serve as Chairman of the Policy Committee and shall be responsible for ensuring that all corporate activities are conducted in accordance with these Bylaws, applicable Internet regulations and agreements, and all applicable statues, along with such other responsibilities as assigned by the President of the Corporation.  The Vice President of Policy shall have the authority to convene such meetings of the Policy Committee as deemed necessary, and to conduct any and all business necessary to fulfill his or her responsibilities as assigned by the President of the Corporation.

The Vice President of Registration shall also serve as Chairman of the Registration Committee and shall be responsible for governing the activities of the Registry Operator and Registrar(s), along with such other responsibilities as assigned by the President of the Corporation.  The Vice President of Registration shall have the authority to convene such meetings of the Registration Committee as deemed necessary, and to conduct any and all business necessary to fulfill his or her responsibilities as assigned by the President of the Corporation.

Section 5 - Compensation: The officers of the corporation shall be entitled to such compensation as the Board shall from time to time determine.

Section 6 - Delegation of Duties: In the absence or disability of any officer of the Corporation or for any other reason deem sufficient by the Board of Directors, the Board may delegate his powers or duties to any other officer or to any other director.

Section 7 - Shares of Other Corporations: Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting, and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board may authorize.

 

ARTICLE VI - BOOKS, RECORDS AND REPORTS

 

Section 1 - Annual Report: The Secretary of the Corporation shall send an annual report to the shareholders of the Corporation not later than TWO months after the close of each fiscal year of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from the books of Corporation, in accordance with these Bylaws, and in conformity with generally accepted accounting principles applied on a consistent basis.

Section 2 - Permanent Records: The Secretary of the Corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of the corporation, in accordance with these Bylaws. Such records shall be kept at the registered office or the principal place of business of the corporation. Any such records shall be in written form or in a form capable of being converted into written form.

Section 3 - Inspection of Corporate Records: Any person who is a voting member of the Corporation shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Corporation. Upon the written request of any voting member, the corporation shall mail to such member a copy of the most recent balance sheet and revenue and disbursement statement.

ARTICLE VII - SHARES OF STOCK

 

Section 1 - Certificates: Each shareholder of the corporation shall be entitled to have a certificate representing all shares which he or she owns. The form of such certificate shall be adopted by a majority vote of the Board of Directors and shall be signed by the President and Secretary of the Corporation and sealed with the seal of the corporation. No certificate representing shares shall be issued until the full amount of consideration therefore has been paid.

Section 2 - Stock Ledger: The Corporation shall maintain a ledger of the stock records of the Corporation. Transfer of shares of the Corporation shall be made on the stock ledger of the corporation only at the direction of the holder of record upon surrender of the outstanding certificate(s). The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, 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 expressly provided by law.

 

ARTICLE VIII - DIVIDENDS

 

Upon approval by the Board of Directors the corporation may pay dividends on its shares in the form of cash, property or additional shares at any time that the corporation is solvent and if such dividends would not render the corporation insolvent.  Additionally, for the first three years of positive dividends for the Corporation, one-half of all such dividends shall be returned to the Board of Directors for the express purpose of creating and/or investing in other corporations in which Internet Events International maintains an interest.  Thereafter, one-half of all positive dividends shall be returned to the Board of Directors for distribution or allocation in accordance with the overall interests of Internet Events International.

 

ARTICLE IX - FISCAL YEAR

 

The fiscal year of the corporation shall be the period selected by the Board of Directors as the tax year of the Corporation for federal and state income tax purposes.

 

ARTICLE X - CORPORATE SEAL

 

The Board of Directors may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such document.

 

ARTICLE XI - AMENDMENTS

 

The Articles of Incorporation may be amended by the shareholders as provided by Utah statutes. These Bylaws may be altered, amended or replaced by the Board of Directors, provided, however, that any Bylaws or amendments thereto as adopted by the Board of Directors may be altered, amended, or repealed by vote of the shareholders. Bylaws adopted by the shareholders may not be amended or repealed by the Board.

 

ARTICLE XII - INDEMNIFICATION

 

Any officer, director or employee of the Corporation shall be indemnified to the full extent allowed by the laws of the state of Utah.

 

Hereby certified to be the By Laws of the Corporation, adopted by the Board of Directors on

 

Stephen W. McLain
Executive Vice President
and  Secretary