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
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