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Sky Way Aircraft, Inc.
A Nevada Corporation
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B Y L A W S
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ARTICLE 1 - OFFICES
1.1 Registered Or Statutory Office, And Resident
Agent. The Resident Agent for the corporation
shall be State Agent and Transfer Syndicate, Inc.,
a Nevada corporation. The registered or statutory
office of the corporation in the State of Nevada is
located Carson City, Nevada. The Directors may
change the registered or statutory office of the
corporation and the resident agent of the
corporation from time to time as they, in their
sole discretion, may deem proper.
1.2 Other Places Of Business. Branch or
subordinate offices or places of business may be
established at any time by the Board of Directors
at any place or places where the corporation is
qualified to do business.
ARTICLE 2 - SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of
shareholders shall be held upon not less than ten,
nor more than fifty, days written notice of the
time, place and purposes of the meeting. The
meeting shall be held no less than fifteen (15)
days before or more than fifteen (15) after the
anniversary date of incorporation of each year, at
the principal office of the corporation or at such
other time and place as shall be specified in the
notice of meeting, in order to elect directors and
transact such other business as shall come before
the meeting, including the election of any officers
as required by law. If that date is a legal
holiday, the meeting shall be held at the same hour
on the next succeeding business day.
2.2 Special Meetings. A special meeting of
shareholders may be called for any purpose by the
President or the Board of Directors, or as
permitted by law. A special meeting shall be held
upon not less than ten, nor more than fifty, days
written notice of the time, place and purposes of
the meeting.
2.3 Action Without Meeting. The shareholders may
act without a meeting if, prior or subsequent to
such action, each shareholder who would have been
entitled to vote upon such action shall consent in
writing to such action. Such written consent or
consents shall be filed in the minute book.
2.4 Quorum. The presence at a meeting in person
or by proxy of the holders of shares entitled to
cast a majority (more than 50%) of all shares
issued and outstanding shall constitute a quorum.
2.5 Record Date. The record date for all
meetings of shareholders shall be as fixed by the
Board of Directors or as provided by Statute.
ARTICLE 3 - BOARD OF DIRECTORS
3.1 Number and Term of Office. The Board of
Directors shall consist of one or more in number.
Each director shall be elected by the shareholders
at each annual meeting and shall hold office until
the next annual meeting of shareholders and until
that director's successor shall have been elected
and qualified.
3.2 Regular Meetings. A regular meeting of the
Board shall be held without notice immediately
following and at the same place as the annual
shareholders' meeting for the purposes of electing
officers and conducting such other business as may
come before the meeting. The Board, by resolution,
may provide for additional regular meetings which
may be held without notice, except to members not
present at the time of the adoption of the
resolution.
3.3 Special Meetings. A special meeting of the
Board may be called at any time by the President or
by the Directors for any purpose. Such meeting
shall be held upon not less than five (5) days
notice if given orally (either by telephone or in
person), or by telegraph, or upon not less than ten
(10) days notice if given by depositing the notice
in the United States Mail, postage prepaid. Such
notice shall specify the time, place and purposes
of the meeting.
3.4 Action Without Meeting. The Board may act
without a meeting if, prior to such action, each
member of the Board shall consent in writing
thereto. Such consent or consents shall be filed
in the minute book.
3.5 Quorum. A majority of the entire Board shall
constitute a quorum for the transaction of
business.
3.6 Vacancies in Board of Directors. Vacancies
in the Board, whether caused by removal, death,
mental or physical incapacitation or any other
reason, including vacancies caused by an increase
in the number of directors, may be filled by the
affirmative vote of a majority of the remaining
Directors, even though less than a quorum of the
Board, or by a sole remaining director.
ARTICLE 4 - WAIVERS OF NOTICE
Any Notice required by these Bylaws, the
Articles of Incorporation or the law of the State
of Nevada may be waived in writing by any person
entitled to notice. The waiver or waivers may be
executed either before, at or after the event with
respect to which notice is waived. Each Director
or shareholder attending a meeting without
protesting the lack of proper notice, prior to the
conclusion of the meeting, shall be deemed
conclusively to have waived such notice.
ARTICLE 5 - OFFICERS
5.1 Election. At its regular meeting following
the annual meeting of shareholders, the Board shall
elect a President, a Treasurer, a Secretary and
such other officers as shall be elected by the
shareholders. It may elect such other officers,
including one or more Vice Presidents, as it shall
deem necessary. One person may hold three or more
offices, and one person may hold the offices of
President, Secretary and Treasurer at the same
time.
5.2 Duties and Authority of President. The
President shall be chief executive officer of the
Corporation. Subject only to the authority of the
Board, he shall have general charge and supervision
over, and responsibility for, the business and
affairs of the corporation. Unless otherwise
directed by the Board, all other officers shall be
subject to the authority and supervision of the
President. The President may enter into and
execute in the name of the corporation, contracts
or other instruments in the regular course of
business or contracts or other instruments not in
the regular course of business which are
authorized, either generally or specifically, by
the Board. He shall have
the general powers and duties of management usually
vested in the office of President of a corporation.
5.3 Duties and Authority of Vice-President. The
Vice President shall perform such duties and have
such authority as from time to time may be
delegated to him by the President or by the Board.
In the event of the absence, death, inability or
refusal to act by the President, the Vice President
shall perform the duties and be vested with the
authority of the President.
5.4 Duties and Authority of Treasurer. The
Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep or
cause to be kept regular books of account for the
corporation. The Treasurer shall perform such
other duties and possess such other powers as are
incident to that office or as shall be assigned by
the President or the Board.
5.5 Duties and Authority of Secretary. The
Secretary shall cause notices of all meetings to be
served as prescribed in these Bylaws and shall
keep, or cause to be kept, the minutes of all
meetings of the shareholders and the Board. The
Secretary shall perform such other duties and
possess such other powers as are incident to that
office or as are assigned by the President or the
Board.
5.6 Removal of Officers. The Board may remove
any officer or agent of the corporation if such
action, in the judgment of the Board, is in the
best interest of the corporation. Appointment or
election to a corporate office shall not, of
itself, establish or create contract rights.
5.7 Vacancies in Offices. The Board, in its
absolute discretion, may fill all vacancies in
offices, regardless of the cause of such vacancies,
for the remainder of the terms of the offices.
ARTICLE 6 - AMENDMENTS TO AND EFFECT OF BYLAWS
FISCAL YEAR; ISSUANCE OF STOCK
6.1 Force and Effect of Bylaws. These Bylaws are
subject to the provisions of the law of the State
of Nevada and the Corporation's Articles of
Incorporation, as it may be amended from time to
time. If any provision in these Bylaws is
inconsistent with a provision in the laws of the
State of Nevada or the Articles of Incorporation,
the laws of the State of Nevada shall govern.
6.2 Incorporator. Wherever in these Bylaws
references are made to more than one Incorporator,
director or shareholder, they shall, if this is a
sole Incorporator, director, shareholder
corporation, be construed to mean the solitary
person; and all provisions dealing with the quantum
of majorities or quorums shall be deemed to mean
the action by the one person constituting the
corporation.
6.3 Amendments to Bylaws. These Bylaws may be
altered, amended or repealed by the shareholders or
the Board. Any Bylaw adopted, amended or repealed
by the shareholders may be amended or repealed by
the Board, unless the resolution of the
shareholders adopting such Bylaw expressly reserves
to the shareholders the right to amend or repeal
it.
6.4 Fiscal Year. The fiscal year of the
corporation shall begin on the first day of January
of each year.
DATED April 24, 2002
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Xxx Xxxxxx Xxxxx
Secretary
Certificate of Secretary
THIS IS TO CERTIFY that I am the duly elected and
qualified Secretary of Sky Way Aircraft, Inc. for
the meeting held on this date. The foregoing
Bylaws, constituting a true original copy were duly
adopted as the Bylaws of said corporation on this
date by the Directors of said corporation. Said
Bylaws have not been modified or rescinded and at
the date of this Certificate are in full force and
effect.
In Witness Whereof, I have hereunto set my hand on
this day April 24, 2002
/s/Xxx Xxxxxx Xxxxx
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Secretary
