The Unabridged History of Winners and Losers

[Tatari Gami]

Glennaire By-Laws

http://www.freeedgar.com/search/ViewFilings.asp?CIK=1090060&...
BYLAWS

OF

GLENNAIRE FINANCIAL SERVICES, INC.


ARTICLE I: OFFICES


The principal office of the Corporation in the State of
Utah shall be located in Salt Lake City; the Corporation may
have such other offices, either within or without the State of
Utah, as the Board of Directors my designate or as the
business of the Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of
December in each year, beginning with the transaction of such
other business as my come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the
State of Utah, such meeting shall be held on the next
succeeding business day. If the election of Directors shall
be held on the day designated herein for any annual meeting of
the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently
may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors my
designate any place, either within or without the State of
Utah, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within our
without the State of Utah, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting
is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. 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 in order to make a determination
of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least fifteen
(15) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of Directors may
fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not
more than thirty (30) 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 of
shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to
any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of shareholders
entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. Such lists
shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. 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.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his or duly authorized attorney-in-
fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting
of the Board of Directors may be had by means of telephone
conference or similar communications equipment by which all
persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by
such officer, agent or proxy as the Bylaws of such corporation
may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into
his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name, if authority to do so be contained in
an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly, at any meeting, and
shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken at
a meeting of the shareholders, or any other action which may
be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one (
1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such
resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board
of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall
be given at least one (1) day previous thereto by written
notice delivered personally or mailed to each director at his
business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United
Sates mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of the Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without
further notice.
SECTION 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such action
by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum
of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors
for a term of office continuing only until the next election
of directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may
be paid a stated salary as a director or a fixed sum for
attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of
such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation
shall be a President, one or more vice Presidents, a Secretary
and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held
by the same person. Officers may be directors or shareholders
of the Corporation.
SECTION 2. Election and Term of Office. The officers of
the Corporation to be elected by the board of Directors shall
be elected annually by the board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. Each officer shall
hold office until his successor shall have been duly elected
and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed
by the Board of Directors whenever, in its judgement, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights,
and such appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject to
the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless
there is a Chairman of the Board, in which case the Chairman
shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the
Corporation, any deed, mortgages, bonds, contract, or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors
or by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the
president or in the event of his death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors, If there is more than one Vice President,
each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each
Vice President shall succeed to the duties of the President in
order of date of election, the earliest date having the first
rank.
SECTION 7. Secretary. The Secretary shall: (a) keep
the minutes of the Board of Directors in one or more minute
books provided for the purpose; (b) see that all notices are
duly given in accordance with the provisions of the Bylaws or
as required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the President certificates
for share of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties incident to
the office of the Secretary and such other duties as from time
to time may be assigned to him by the President or by the
Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaw;
and (c) 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 by the President or by the Board of
Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
(a) Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees,
reasonable incurred by or imposed upon him in connection with
any proceeding to which he may become involved, by reason of
his being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent
of the corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance
or malfeasance in the performance of his duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests
of the Corporation.
(b) The Corporation shall provide to any person who is
or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable
law.
(c) The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way of
implementing the provisions of the Article V.

ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any office or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. 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.
SECTION 3. 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,
agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of
Directors.
SECTION 4. 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.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. 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 the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the corporate
seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on
the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled
and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer books
of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. 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, Provided, however, that upon any action
undertaken by the shareholder to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon
any shareholders agreement thereto restricting the transfer of
said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the
Bylaws so long as said agreements is in force and effect.

ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st
day of January and end on the 31st day of December of each
year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and condition provided by law
and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provision of the Articles of
Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

ARTICLE XII: 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.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the _____ day of
March, 1999.

Vincent van den Brink, Secretary