UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
BUSINESS OUTSOURCING SERVICES INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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BUSINESS OUTSOURCING SERVICES INC.
1001 SW 5th Avenue, Suite 1100
Portland, OR 97204
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 2, 2011
Dear Stockholder:
Our special meeting of stockholders will be held on SEPTEMBER 2, 2011, at 10:00
AM (Pacific Time) at 800-885 West Georgia Street, Vancouver, BC Canada V6C 3H1
for the following purposes:
1. To consider and, if thought fit, to pass a resolution to amend the
Articles of Incorporation of the Company by filing a Certificate of
Amendment with the Secretary of State of Nevada to correct certain
errors in the Articles and add new provisions, as more particularly
described in the Proxy Statement;
2. To consider and, if thought fit, to pass a resolution to adopt the
Amended and Restated Bylaws; and
3. To transact such other business as may properly come before the
special meeting or any adjournment thereof.
These items of business are more fully described in the proxy statement
accompanying this notice.
Our board of directors has fixed the close of business on JULY 27, 2011 as the
record date for the determination of the stockholders entitled to notice of, and
to vote at, the special meeting or any adjournment thereof. Only the
stockholders of record on the record date are entitled to vote at the special
meeting.
WHETHER OR NOT YOU PLAN ON ATTENDING THE SPECIAL MEETING, WE ASK THAT YOU
COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE. IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR OTHER NOMINEE,
PLEASE FOLLOW THE VOTING INSTRUCTION SENT TO YOU BY YOUR BROKER, BANK, OR OTHER
NOMINEE IN ORDER TO VOTE YOUR SHARES.
EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
SPECIAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY
A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING,
YOU MUST OBTAIN A VALID PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.
Sincerely,
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Guilbert Cuison
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Guilbert Cuison
President, Secretary Director
August 18, 2011
BUSINESS OUTSOURCING SERVICES INC.
1001 SW 5th Avenue, Suite 1100
Portland OR 97204
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 2, 2011
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS
WHY AM I RECEIVING THESE MATERIALS?
The board of directors of Business Outsourcing Services Inc. ("we", "us", or
"our") is soliciting proxies for use at the special meeting of stockholders to
be held on SEPTEMBER 2, 2011, at 10:00 AM (Pacific Time) at 800-885 West Georgia
Street, Vancouver, BC Canada V6C 3H1 or at any adjournment of the special
meeting. These materials are expected to be first sent or given to our
stockholders on or about AUGUST 23, 2011.
WHAT IS INCLUDED IN THESE MATERIALS?
These materials include:
* the notice of the special meeting of stockholders;
* this proxy statement for the special meeting of stockholders; and
* the proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 2, 2011
WHAT ITEMS WILL BE VOTED ON AT THE SPECIAL MEETING?
Our stockholders will vote on:
* the approval of the filing of a Certificate of Amendment to the
Articles of Incorporation; and
* the approval of Amended and Restated Bylaws.
WHAT DO I NEED TO DO NOW?
We urge you to carefully read and consider the information contained in this
proxy statement. We request that you cast your vote on each of the proposals
described in this proxy statement. You are invited to attend the special
meeting, but you do not need to attend the special meeting in person to vote
your shares. Even if you do not plan to attend the special meeting, please
complete, sign and return your proxy card.
WHO CAN VOTE AT THE SPECIAL MEETING?
Our board of directors (the "Board") has fixed the close of business on July 27,
2011 as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the special meeting or any adjournment. If you were a
stockholder of record on the record date, you are entitled to vote at the
special meeting.
As of the record date, 2,300,000 shares of our common stock were issued and
outstanding and, therefore, a total of 2,300,000 votes are entitled to be cast
at the special meeting.
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HOW MANY VOTES DO I HAVE?
On each proposal to be voted upon, you have one vote for each share of our
common stock that you owned on the record date. There is no cumulative voting.
HOW DO I VOTE MY SHARES?
If you are a stockholder of record, you may vote in person at the special
meeting or by proxy.
* To vote in person, come to the special meeting and we will give you a
ballot when you arrive.
* If you do not wish to vote in person or you will not be attending the
special meeting, you may vote by proxy. Please complete, date, sign,
and return by mail the enclosed proxy card to the offices of our
transfer agent, Routh Stock Transfer, Inc., at 6860 North Dallas
Parkway, Suite 200, Plano, Texas 75024. To be represented at the
special meeting, the enclosed proxy must be deposited at the offices
of our transfer agent at least 48 hours (excluding Saturdays, Sundays,
and holidays) before the special meeting or be presented at the
special meeting.
If you hold your shares in "street name", you may vote in person at the special
meeting or by proxy, in the manner prescribed by your broker, bank or other
nominee.
* You wish to vote in person at the special meeting, you must obtain a
valid proxy from your broker, bank, or other nominee that holds your
shares giving you the right to vote the shares at the special meeting.
* If you do not wish to vote in person or if you will not be attending
the special meeting, you must vote your shares in the manner
prescribed by your broker, bank or other nominee. Your broker, bank or
other nominee should have enclosed or otherwise provided a voting
instruction card for you to use in directing the broker, bank or
nominee how to vote your shares.
WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A "STREET NAME"
HOLDER?
If your shares are registered directly in your name with our transfer agent,
Routh Stock Transfer, Inc., then you are a stockholder of record with respect to
those shares.
If your shares are held in a stock brokerage account or by a bank, or other
nominee, then the broker, bank, or other nominee is the stockholder of record
with respect to those shares. However, you still are the beneficial owner of
those shares, and your shares are said to be held in "street name." Street name
holders generally cannot vote their shares directly and must instead instruct
the broker, bank, or other nominee how to vote their shares. Street name holders
are also invited to attend the special meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
If you receive more than one proxy card, it means that you hold shares
registered in more than one name or in different accounts. To ensure that all of
your shares are voted, complete, date, sign, and return each proxy card. If some
of your shares are held in "street name," you should have received voting
instruction with these materials from your broker, bank or other nominee. Please
follow the voting instruction provided to ensure that your vote is counted.
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS OR FOR THE APPROVAL OF A
PROPOSAL?
The vote of the holders of a majority of our issued and outstanding stock is
required to approve the Certificate of Amendment to the Articles of
Incorporation and Amended and Restated Bylaws. Our directors and officers
collectively own approximately 55.7% of the outstanding shares of our common
stock. We anticipate that our directors and officers will vote in favor of the
resolutions and that the resolutions will pass.
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HOW ARE VOTES COUNTED?
For the amendment to our Articles of Incorporation you may vote "For",
"Against", or "Abstain" for the proposal. Votes that are abstained will be
counted towards the vote total for the proposal and thus have the same effect as
"Against" votes. Broker non-votes, if any, will not be counted towards the vote
total for the proposal and thus have no effect on the outcome of the vote on
this proposal.
For the Amended and Restated Bylaws you may vote "For", "Against", or "Abstain"
for the proposal. Votes that are abstained will be counted towards the vote
total for the proposal and thus have the same effect as "Against" votes. Broker
non-votes, if any, will not be counted towards the vote total for the proposal
and thus have no effect on the outcome of the vote on this proposal.
A "broker non-vote" occurs when a broker, bank, or other nominee holding shares
for a beneficial owner in street name does not vote on a particular proposal
because it does not have discretionary voting power with respect to that
proposal and has not received instructions with respect to that proposal from
the beneficial owner of those shares, despite voting on at least one other
proposal for which it does have discretionary authority or for which it has
received instructions.
WHAT HAPPENS IF I DO NOT MAKE SPECIFIC VOTING CHOICES?
If you are a stockholder of record and you submit a signed proxy card without
specifying how you want to vote your shares, the proxy holders will vote your
shares in the manner recommended by our Board on all proposals.
If you hold your shares in the street name and you do not give instructions to
your broker, bank or other nominee to vote your shares, under the rules that
govern brokers, banks, and other nominees who are the stockholders of record of
the shares held in street name, it generally has the discretion to vote
uninstructed shares on routine matters but have no discretion to vote them on
non-routine matters.
WHAT IS THE QUORUM REQUIREMENT?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be
present if holders of at least a majority of the stock issued and outstanding
and entitled to vote at the special meeting as of the record date are present in
person or represented by proxy. Your shares will be counted towards the quorum
requirement only if you or the registered holder of your shares, properly submit
a valid proxy card by mail or present in person at the special meeting. Votes
that are abstained and broker non-votes will be counted towards the quorum
requirement. If there is no quorum, the stockholders entitled to vote at the
special meeting, present in person or represented by proxy will have power to
adjourn the special meeting from time to time until a quorum will be present.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
Our Board recommends that you vote your shares:
* "For" the filing of a Certificate of Amendment to the Articles of
Incorporation; and
* "For" the adoption of the Amended and Restated Bylaws.
CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
Yes. You may revoke your proxy and change your vote at any time before the final
vote at the special meeting. If you are a stockholder of record, after revoking
your proxy, you may vote again on a later date by signing and returning a new
proxy card with a later date or by attending the special meeting in person. YOUR
ATTENDANCE AT THE SPECIAL MEETING WILL NOT AUTOMATICALLY REVOKE YOUR PROXY
UNLESS YOU VOTE AGAIN AT THE SPECIAL MEETING OR SPECIFICALLY REQUEST IN WRITING
THAT YOUR PRIOR PROXY BE revoked. If you are a stockholder of record, you may
revoke your proxy by doing any one of the following:
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* You may submit another proxy card with a later date;
* You may send a written notice that you are revoking your proxy to us
at Business Outsourcing Services Inc., 1001 SW 5th Avenue, Suite 1100,
Portland, OR 97204, Attention: President before the date of the
special meeting; or
* You may attend the special meeting and vote in person.
If you hold your shares in the street name, you will need to follow the voting
instruction provided by your broker, bank or other nominee regarding how to
revoke or change your vote.
HOW CAN I ATTEND THE SPECIAL MEETING?
You may call us at 503-206-0935 if you want to obtain information or directions
to be able to attend the special meeting and vote in person.
You may be asked to present valid picture identification, such as a driver's
license or passport, before being admitted to the special meeting. If you hold
your shares in street name, you also will need proof of ownership to be admitted
to the special meeting. A recent brokerage statement or letter from your broker,
bank or other nominee is an example of proof of ownership.
WHO PAYS FOR THE COST OF PROXY PREPARATION AND SOLICITATION?
We pay for the cost of proxy preparation and solicitation, including the
reasonable charges and expenses of brokers, banks or other nominees for
forwarding proxy materials to street name holders.
We are soliciting proxies primarily by mail. In addition, our directors,
officers and regular employees may solicit proxies by telephone, facsimile,
mail, other means of communication or personally. These individuals will receive
no additional compensation for their services other than their regular salaries.
We will ask brokers, banks, and other nominees to forward the proxy materials to
their principals and to obtain their authority to execute proxies and voting
instructions. We will reimburse them for their reasonable expenses.
FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States and Canada, we do not intend
to update any of the forward-looking statements to conform these statements to
actual results.
CURRENCY
Unless otherwise specified, all dollar amounts are expressed in United States
dollars.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following tables set forth, as of JULY 27, 2011, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock, by
each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.
In the following tables, we have determined the number and percentage of shares
beneficially owned in accordance with Rule 13d-3 of the SECURITIES EXCHANGE ACT
OF 1934 based on information provided to us by our controlling stockholder,
executive officers and directors, and this information does not necessarily
indicate beneficial ownership for any other purpose. In determining the number
of shares of our common stock beneficially owned by a person and the percentage
ownership of that person, we include any shares as to which the person has sole
or shared voting power or investment power, as well as any shares subject to
warrants or options held by that person that are currently exercisable or
exercisable within 60 days.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
Name and address of Amount and nature of Percent of
Title of class beneficial owner beneficial ownership class (1)
-------------- ---------------- -------------------- ---------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
Common Stock Oded Shvartz 317,912 Direct 13.8%
130 Biruintei Bvd.
Pantelimon
Ilfov, Romania
Common Stock Grant Partner LLC 140,000 Direct(2) 6.1%
Henville Building
Charlestown, Nevis
SECURITY OWNERSHIP OF MANAGEMENT
Common Stock Guilbert Cuison 641,044 Direct 27.9%
1001 SW 5th Avenue, Suite 1100
Portland, OR 97204
Common Stock Jerome Golez 641,044 Direct 27.9%
1001 SW 5th Avenue, Suite 1100
Portland, OR 97204
Common Stock Directors & Executive Officers as
a Group (2 Persons) 1,282,088 55.7%
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1. Percentage of ownership is based on 2,300,000 shares of our common stock
issued and outstanding as of July 27, 2011. Except as otherwise indicated,
we believe that the beneficial owners of the common stock listed above,
based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property
laws where applicable. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Shares of
common stock subject to options or warrants currently exercisable, or
exercisable within 60 days, are deemed outstanding for purposes of
computing the percentage ownership of the person holding such option or
warrants, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
2. The Company does not know who holds the voting and dispositive control over
these shares.
CHANGES IN CONTROL
We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change of control of our company.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person who has been a director or executive officer of our company at any
time since the beginning of our fiscal year ended November 30, 2010 and no
associate of any of the foregoing persons has any substantial interest, direct
or indirect, by security holding or otherwise, in any matter to be acted upon.
PROPOSAL 1
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
Our Board is asking our stockholders to approve the Certificate of Amendment to
Articles of Incorporation.
The following discussion summarizes the amendments to the current Articles of
Incorporation:
SECTION 4 BOARD OF DIRECTORS
On Articles of Incorporation was filed in the Nevada Secretary of State's office
with incorrect information relating to the names of our directors and officers.
Clifford Belgica is listed on our Articles of Incorporation as a director. Mr.
Belgica was never intended to be appointed to our Board. We would like to
correct this information and add supplemental information to our Articles of
Incorporation. Section 4 of our Articles of Incorporation would be amended to
read as follows:
Names and Addresses of the Board of Directors/Trustees are: (1) Guilbert
Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616 and (2)
Jerome Golez of Block 117 Bishan St., Singapore, 570117
Also, the following provisions will be added to Section 4:
4.1 Number of Directors.
The number of the directors constituting the entire Board will be not less
than one (1) nor more than fifteen (15) as fixed from time to time by vote
of the majority of the entire Board, provided, however, that the number of
directors will not be reduced so as to shorten the term of any director at
the time in office.
4.2 Vacancies.
Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of directors, may
be filled by the Board of Directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen
will hold office during the remainder of the term of office of the
resigning director.
NARRATIVE DISCUSSION OF SECTION 4
This section would give our Board the ability to set the number of directors of
the Board, provided such number is no more than fifteen. Further, this section
would give our Board the ability to fill any vacancies that result from such an
increase. This section will give our Board the flexibility to alter the Board as
needed. The Board requires such flexibility as it is expensive to call a meeting
of the shareholders of the Company to change the Board. This may discourage our
shareholders from calling a meeting to remove the existing directors, as our
Board could increase the size of our Board and fill the vacancy. The
shareholders who called the meeting would not obtain control over a majority of
our Board.
Appendix
The following sections would be added as an appendix to our Articles of
Incorporation:
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SECTION 8 ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by NRS 78.378 to 78.3793,
inclusive.
NARRATIVE DISCUSSION OF SECTION 8
This section would add a clause opting out of the acquisition of controlling
interest provisions of the Nevada Revised Statutes to our articles of
incorporation. The Nevada Revised Statutes contain provisions governing
acquisition of controlling interest of a Nevada corporation with at least 200
stockholders, including at least 100 stockholders of record who are Nevada
residents, and which conducts business directly or indirectly in Nevada.
These provisions provide generally that any person or entity that acquires
certain percentage of the outstanding voting shares of a Nevada corporation may
be denied voting rights with respect to the acquired shares, unless the holders
of a majority of the voting power of the corporation, excluding shares as to
which any of such acquiring person or entity, an officer or a director of the
corporation, and an employee of the corporation exercises voting rights, elect
to restore such voting rights in whole or in part. These provisions apply
whenever a person or entity acquires shares that, but for the operation of these
provisions, would bring voting power of such person or entity in the election of
directors within any of the following three ranges:
* 20% or more but less than 33 1/3%;
* 33 1/3% or more but less than or equal to 50%; or
* more than 50%.
The stockholders of a corporation may elect to exempt the stock of the
corporation from these acquisition of controlling interest provisions through
adoption of a clause to that effect in the articles of incorporation or bylaws
of the corporation. Our articles of incorporation and bylaws do not exempt our
common stock from these acquisition of controlling interest provisions.
As of JULY 27, 2011, we only have approximately six stockholders of record, so
we do not believe that we are subject to these acquisition of controlling
interest provisions, although there can be no assurance that in the future these
provisions will not apply to us. Our Board has determined that, should we become
subject to these provisions, it would place unnecessary burdens on our company
in connection with the completion of third party financings, and has thus
decided to amend our articles of incorporation to specifically forego these
provisions.
We do not believe that opting out of these provisions will affect our majority
stockholder and minority stockholders differently. In addition, even if we
subsequently become subject to these acquisition of controlling interest
provisions, we do not believe that opting out of these provisions will have any
impact on our current majority shareholders because these provisions do not
apply to any person or entity which already has a majority or more of all the
voting power of our company in the election of directors.
We have no intentions, plans, proposals or arrangements at this time with regard
to transactions that would be effected by this proposal.
SECTION 9 COMBINATIONS WITH INTEREST STOCKHOLDERS
The Corporation elects not to be governed by NRS 78.411 to 78.444,
inclusive.
NARRATIVE DISCUSSION OF SECTION 9
This section would add a clause opting out of the combinations with interested
stockholders provisions of the Nevada Revised Statutes. The Nevada Revised
Statutes contain provisions governing combination of a Nevada corporation that
has 200 or more stockholders of record with an interested stockholder. These
provisions may have effect of delaying or making it more difficult to effect a
change in control of our company.
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A corporation affected by these provisions may not engage in a combination
within three years after the interested stockholder acquires his, her or its
shares unless the combination or purchase is approved by the Board before the
interested stockholder acquired such shares. Generally, if approval is not
obtained, then after the expiration of the three-year period, the business
combination may be consummated with the approval of the Board before the person
became an interested stockholder or a majority of the voting power held by
disinterested stockholders, or if the consideration to be received per share by
disinterested stockholders is at least equal to the highest of:
* the highest price per share paid by the interested stockholder within
the three years immediately preceding the date of the announcement of
the combination or within three years immediately before, or in, the
transaction in which he, she or it became an interested stockholder,
whichever is higher;
* the market value per share on the date of announcement of the
combination or the date the person became an interested stockholder,
whichever is higher; or
* if higher for the holders of preferred stock, the highest liquidation
value of the preferred stock, if any.
Generally, these provisions define an interested stockholder as a person who is
the beneficial owner, directly or indirectly of 10% or more of the voting power
of the outstanding voting shares of a corporation. Generally, these provisions
define combination to include any merger or consolidation with an interested
stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, in one transaction or a series of transactions with an interested
stockholder of assets of the corporation having:
* an aggregate market value equal to 5% or more of the aggregate market
value of the assets of the corporation;
* an aggregate market value equal to 5% or more of the aggregate market
value of all outstanding shares of the corporation; or
* representing 10% or more of the earning power or net income of the
corporation.
These business combination provisions apply only to a corporation that has 200
or more stockholders of record. These provisions do not apply if articles of
incorporation of a corporation are amended to contain a clause expressly
electing not to be governed by these provisions before the date the corporation
has 200 or more stockholders of record. Our current articles of incorporation do
not contain such a clause.
Although we do not believe that we are currently subject to these business
combination provisions since we only have approximately six stockholders of
record as of JULY 27, 2011, there can be no assurance that in the future these
provisions will not apply to us. Should we become subject to these provisions,
it could prohibit or delay mergers or other takeover or change in control
attempts and, accordingly, may discourage attempts to acquire our company even
though such a transaction may offer our stockholders the opportunity to sell
their stock at a price above the prevailing market price. As such, the
application of these provisions may limit the ability of our stockholders to
approve a transaction that they may deem to be in their interests. Our Board has
determined that, should we become subject to these provisions, it would place
unnecessary burdens on our company in connection with the completion of
beneficial business transactions with interested stockholders, and has therefore
decided to amend our articles of incorporation to specifically forego these
provisions.
We do not believe that opting out of these provisions will affect our majority
stockholder and minority stockholders differently. In addition, even if we
subsequently become subject to these business combination provisions, we do not
believe that opting out of these provisions will have any impact on any
transactions between our company and our current majority shareholders because
these provisions are inapplicable to any interested stockholder who first became
an interested stockholder on the date we first have 200 or more stockholders of
record solely as a result of our having 200 or more stockholders of record.
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We have no intentions, plans, proposals or arrangements at this time with regard
to transactions that would be effected by this proposal.
SECTION 10 LIABILITY
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer, provided that this article will not eliminate or limit the
liability of a director or officer for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Section 11 will not adversely affect any
right or protection of a director of the Corporation existing immediately
prior to such amendment or repeal.
NARRATIVE DISCUSSION OF SECTION 10
This section would add a clause to our articles of incorporation stating that,
to the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes,
our director or officer will not be personally liable to our company or our
stockholders for damages for breach of fiduciary duty as a director or officer
unless acts or omissions of such director or officer involve intentional
misconduct, fraud or a knowing violation of law or such director makes the
payment of distributions to our stockholders in violation of the Nevada law.
While this type of limitation of liabilities is already permitted in the Nevada
Revised Statutes, we believe it is advisable to set forth our intentions in our
articles of incorporation and clarify the scope of the protection against
personal liability. We believe that this amendment will clarify that the
protection against personal liability extends to our officers.
The additional certainty provided by this amendment may help us attract and
retain directors and officers and to allow directors and officers to perform
their duties without being concerned about frivolous lawsuits.
We are not aware of any pending, threatened or possible matters that may be
impacted by this proposal.
SECTION 11. INDEMNIFICATION
11.1 Right to Indemnification.
The Corporation will indemnify to the fullest extent permitted by law any
person (the "Indemnitee") made or threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director of the Corporation or is or was serving as a director, officer,
employee or agent of another entity at the request of the Corporation or
any predecessor of the Corporation against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) that he or she incurs in
connection with such action or proceeding.
11.2 Inurement
The right to indemnification will inure whether or not the claim asserted
is based on matters that predate the adoption of this Section 12, will
continue as to an Indemnitee who has ceased to hold the position by virtue
of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal representatives.
9
11.3 Non-exclusivity of Rights
The right to indemnification and to the advancement of expenses conferred
by this Section 12 are not exclusive of any other rights that an Indemnitee
may have or acquire under any statute, bylaw, agreement, vote of
stockholders or disinterested directors, these Articles of Incorporation or
otherwise.
11.4 Other Sources
The Corporation's obligation, if any, to indemnify or to advance expenses
to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or other entity will be reduced by any amount
such Indemnitee may collect as indemnification or advancement of expenses
from such other entity.
11.5 Advancement of Expenses
The Corporation will, from time to time, reimburse or advance to any
Indemnitee the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with defending
any proceeding for which he or she is indemnified by the Corporation, in
advance of the final disposition of such proceeding; provided that the
Corporation has received the undertaking of such director or officer to
repay any such amount so advanced if it is ultimately determined by a final
and unappealable judicial decision that the director or officer is not
entitled to be indemnified for such expenses.
NARRATIVE DISCUSSION OF SECTION 11
This section would add a clause stating that, we will indemnify to the fullest
extent permitted by law any person made or threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of our
company) by reason of the fact that he or she is or was a director or officer of
our company or is or was serving as a director or officer of another entity at
the request of our company or any predecessor of our company against judgments,
fines, penalties, excise taxes, amounts paid in settlement and costs, charges
and expenses (including attorneys' fees and disbursements) that he or she incur
in connection with such action or proceeding. In addition, the clause provides
that we will, from time to time, reimburse or advance the funds necessary for
payments of expenses, including attorneys' fees and disbursements, incurred in
connection with defending any proceeding such director or officer is indemnified
by our company, in advance of the final disposition of such proceeding; provided
that we have received the undertaking of such person to repay any such amount so
advanced if it is ultimately determined by a final and unappealable judicial
decision that he or she is not entitled to be indemnified for such expenses.
While this type of indemnification is already permitted in the Nevada Revised
Statutes, we believe it is advisable to set forth our intentions in our articles
of incorporation. Also our Board believes that the amendment clarifies and
enhances the operation of indemnification and advancement of expenses.
The additional certainty and comfort provided by the amendment may help us
attract and retain directors and officers. There is currently no pending
litigation or proceeding involving any of our director or officer for which
indemnification is being sought.
We are not aware of any pending, threatened or possible matters that may be
impacted by this proposal.
SECTION 12. BYLAWS
The Board of Directors is expressly authorized to make, alter and repeal
the Bylaws of the corporation, subject to the power of the shareholders of
the corporation to change or repeal the Bylaws.
10
NARRATIVE DISCUSSION OF SECTION 12
This section would add a clause stating that our Board is authorized to alter
and repeal our Bylaws. Our current articles and bylaws require the vote of a
majority of our shareholders to alter or repeal our Bylaws. Our Board believes
that providing the directors with the ability to alter our Bylaws will make the
administration of the future operations of the Company more efficient and
provide more flexibility for the management of the Company within the limits of
applicable law. Our Board is not currently contemplating any changes to our
bylaws, other than as set forth in the Proxy Statement.
Our Board recommends that you vote FOR the approval of the Certificate of
Amendment to Articles of Incorporation.
The full text of the Certificate of Amendment to Articles of Incorporation are
attached hereto as Exhibit A. The Board encourages shareholders to review
Exhibit A in its entirety.
PROPOSAL 2
TO AMEND AND RESTATE THE COMPANY'S BYLAWS
Our Board requests the approval of the holders of a majority of our outstanding
common stock of the amendment and restatement of our Bylaws (the "Amended and
Restated Bylaws"). Our Board believes the Amended and Restated Bylaws are in the
best interests of our company as they provide our company with the flexibility
necessary to carry out our business plan and attract potential strategic
partners.
The Amended and Restated Bylaws will also be more consistent with Nevada law as
it relates to actions which are permissible by the Board and which do not
customarily require shareholder approval.
Therefore, the Board believes that the Amended and Restated Bylaws will make the
administration of the future operations of the Company more efficient and
provide more flexibility for the management of the Company within the limits of
applicable law, including, allowing the Board to set the number of Directors,
fill vacancies in the Board or amend the bylaws, without the time or expense
required to call for a meeting of shareholders, and providing for a majority,
rather than unanimous, consent of shareholders to take action on a matter in
writing in lieu of a shareholders meeting. The adoption of the Amended and
Restated Bylaws will not alter the directors' fiduciary obligations to the
Company. The adoption of the Amended and Restated Bylaws will provide our
Directors with more authority. As such, actions that previously required the
approval of shareholders can be undertaken by our Board. As our management owns
a majority of our common shares, they will be able to sign a consent resolution
approving of corporate actions. We will be required to notify our shareholders
of any corporate action undertaken by consent resolution by sending every
shareholder that was not solicited a Schedule 14C Information Statement. The
Information Statement must be sent to the shareholders at least 20 days before
any corporate action is taken pursuant to a written consent. Further, these
amendments will make it more difficult for a dissent group of shareholders to
takeover our company.
The following discussion briefly summarizes the significant differences between
the current Bylaws of the Company (the "Old Bylaws") and the Amended and
Restated Bylaws.
ANNUAL MEETINGS
The Old Bylaws require an annual meeting each year. The Amended and Restated
Bylaws remove this requirement as holding an annual general meeting is not a
requirement under the Nevada Revised Statues.
QUORUM
The Old Bylaws set quorum for a shareholders' meeting at a majority of the
outstanding shares of the Company entitled to vote to at the meeting. The
Amended and Restated Bylaws set quorum for a shareholders' meeting at ten
percent of the outstanding shares of the Company entitled to vote at the
meeting.
11
SPECIAL MEETINGS OF STOCKHOLDERS
The Old Bylaws provide that special meetings of the stockholders may be called
by the Board, the President, or by the holders of not less than one-tenth (1/10)
of all of the shares of the Company entitled to vote at such meeting. The
Amended and Restated Bylaws provide that special meetings of the stockholders
may be called by the President or the Secretary by resolution of the Board or at
the request in writing of stockholders owning a majority entitled to vote.
PROXY
The Old Bylaws provide that proxies shall not be valid after the expiration of
eleven (11) months of the date thereof, unless provided otherwise in the proxy.
The Amended and Restated Bylaws remove this section.
ACTION BY SHAREHOLDERS IN LIEU OF MEETING
The Old Bylaws require unanimous written consent in order for the Company's
shareholders to take action without a meeting of shareholders. The Amended and
Restated Bylaws reduce this requirement to provide that shareholders may take
action without a meeting if such action is approved by the written consent of
shareholders holding a majority of the voting power of the Company, thereby
allowing our shareholders to take action by written consent, with the same
approval thresholds as required for meetings, without the necessity of calling a
special meeting.
NUMBER OF DIRECTORS
The Old Bylaws provide that the number of directors of the Company shall be
established by resolution of the shareholders of the Company. The Amended and
Restated Bylaws state that the number of directors of the Company shall be
established by resolution of the Board or shareholders of the Company.
BOARD VACANCIES
The Old Bylaws require that vacancies on the Board may be filled by the
affirmative vote of the majority of shareholders of the Company. The Amended and
Restated Bylaws allow vacancies to be filled by either the affirmative vote of
the majority of shareholders or a majority of the remaining directors, thereby
allowing the Company to more timely and efficiently bolster and complement the
current slate of directors with additional qualified persons whose background
and skills will benefit the Company and its operations.
REMOVAL OF DIRECTORS
Under the Old Bylaws, any director may be removed with or without cause by the
vote of holders of a majority of the shares entitled to vote at an election of
directors. The Amended and Restated Bylaws increase this requirement by
providing that any director may be removed from office by the vote of holders of
two-thirds (2/3) of the voting power of the Company. This will make it more
difficult for our shareholders to remove our directors.
INDEMNIFICATION
Although both the Old Bylaws and Amended and Restated Bylaws provide for the
indemnification of directors or officers of the Company to the full extent
permitted by law, the Amended and Restated Bylaws also provide additional detail
with respect to the types of claims for which such individuals may be
indemnified, exceptions to the Company's indemnification requirements, expense
reimbursement, determination that indemnification is proper, and insurance.
12
AMENDMENT
The Old Bylaws provide that the bylaws may be amended by the vote of a majority
of the shareholders of the Company, while the Amended and Restated Bylaws state
that the bylaws may be amended by shareholders or the Board. We are also
requesting an amendment to our articles to allow our Amended and Restated Bylaws
to be amended by our Board.
ANTI-TAKEOVER EFFECTS
These changes may also have anti-takeover effects, making it more difficult for
or preventing a third-party from acquiring control of our company or changing
our Board and management. These provisions may also have the effect of deterring
hostile takeovers or delaying changes in our control or in our management. One
common method for a shareholder to takeover a company is for the shareholder to
call a meeting. Shareholders owning 10% of our issued and outstanding common
shares will no longer be permitted to call a meeting of our shareholders. Only
shareholders owning a majority of our issued and outstanding common shares are
permitted to call a meeting of our shareholders. This may discourage a third
party from acquiring shares for the purpose of calling a shareholders' meeting.
Further, we now require shareholders owning two-thirds (2/3) of the voting power
of the Company to remove directors. This may discourage a third party from
acquiring shares for the purpose of removing our directors. Further our
directors may increase the size of the Board. This may discourage our
shareholders from calling a meeting to remove the existing directors, as our
Board could increase the size of the Board and fill the vacancy. The
shareholders who called the meeting would not obtain control over a majority of
our Board.
The Amended and Restated Bylaws also include administrative and stylistic
changes which have not been detailed herein. The full text of the Amended and
Restated Bylaws are attached hereto as Exhibit B. The Board encourages
shareholders to review Exhibit B in its entirety.
The Board unanimously recommends a vote "FOR" the approval of The Amended and
Restated Bylaws.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
OR INDIVIDUAL COMPENSATION ARRANGEMENTS
The following table summarizes certain information regarding our equity
compensation plan or individual compensation arrangements as at November 30,
2010:
EQUITY COMPENSATION PLAN INFORMATION
Number of Securities to be Number of Securities
Issued Upon Exercise of Weighted-Average Exercise Remaining Available for
Outstanding Options, Price of Outstanding Options, Future Issuance Under
Warrants and Rights Warrants and Rights Equity Compensation Plans
Plan Category (a) (b) (excluding column (a))
------------- ------------------- ------------------- -------------------------
Equity Compensation Plans Nil N/A Nil
Approved by Security
Holders
Equity Compensation Plans Not Nil N/A Nil
Approved by Security Holders
Total Nil N/A Nil
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or nominee for election as a director of our
company and no associate of any of the foregoing persons has any substantial
interest, direct or indirect, by security holding or otherwise, in any matter to
be acted upon at the special meeting other than elections to office.
13
"HOUSEHOLDING" OF PROXY MATERIALS
The Securities and Exchange Commission permits companies and intermediaries such
as brokers to satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by
delivering a single proxy statement or annual report, as applicable, addressed
to those stockholders. This process, which is commonly referred to as
"householding", potentially provides extra conveniences for stockholders and
cost savings for companies.
Although we do not intend to household for our stockholders of record, some
brokers household our proxy materials and annual reports, delivering a single
proxy statement annual report to multiple stockholders sharing an address unless
contrary instructions have been received from the affected stockholders. Once
you have received notice from your broker that they will be householding
materials to your address, householding will continue until you are notified
otherwise or until you revoke your consent. If, at any time, you no longer wish
to participate in householding and would prefer to receive a separate proxy
statement or annual report, or if you are receiving multiple copies of either
document and wish to receive only one, please notify your broker. Stockholders
who currently receive multiple copies of the proxy statement at their address
and would like to request "householding" of their communications should contact
their broker.
STOCKHOLDER PROPOSALS
We have historically not held annual meetings of stockholders and if we decide
to hold an annual meeting of stockholders, the deadline for submitting
stockholder proposals for inclusion in our proxy statement and form of proxy for
the next annual meeting of stockholders is a reasonable time before we begin to
print and send our proxy materials. Proposals received after such time will be
considered untimely. In addition, the acceptance of such proposals is subject to
the Securities and Exchange Commission guidelines.
All stockholder proposals, notices and requests should be made in writing and
sent via registered, certified or express mail to Business Outsourcing Services
Inc., 1001 SW 5th Avenue, Suite 1100, Portland OR 97204 , Attention: President.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and other reports, proxy statements and other information with
certain Canadian securities regulatory authorities and with the Securities and
Exchange Commission in the United States. The documents filed with the
Securities and Exchange Commission are available to the public from the
Securities and Exchange Commission's website at www.sec.gov. The documents filed
with the Canadian securities regulatory authorities are available at
www.sedar.com.
OTHER MATTERS
Our Board does not intend to bring any other business before the special
meeting, and so far as is known to our Board, no matters are to be brought
before the special meeting except as specified in the notice of the special
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Guilbert Cuison
----------------------------------
Guilbert Cuison
President, Secretary Director
August 18, 2011
14
EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
ROSS MILLER
Secretary of State
254 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Business Outsourcing Services Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
2. Names and Addresses of the Board of Directors/Trustees are: (1) Guilbert
Cuison of Block 616 Bedrock Reservoir Road, Singapore, 470616 and (2) Jerome
Golez of Block 117 Bishan St., Singapore, 570117
5. Purpose - see attached schedule
ADDITIONAL PROVISIONS - see attached schedule
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 71.4% of the voting power
4. Effective date of filing (optional):
(must be no later than 90 days after the certificate is filed)
5. Signature (Required)
X____________________________________
* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
SCHEDULE A
TO
ARTICLES OF INCORPORATION
OF
BUSINESS OUTSOURCING SERVICES INC.
SECTION 4 BOARD OF DIRECTORS
4.1 Number of Directors.
The number of the directors constituting the entire Board will be not less than
one (1) nor more than fifteen (15) as fixed from time to time by vote of the
majority of the entire Board, provided, however, that the number of directors
will not be reduced so as to shorten the term of any director at the time in
office.
4.2 Vacancies.
Any vacancies in the Board of Directors for any reason, and any directorships
resulting from any increase in the number of directors, may be filled by the
Board of Directors, acting by a majority of the directors then in office,
although less than a quorum, and any directors so chosen will hold office during
the remainder of the term of office of the resigning director.
SECTION 5 PURPOSE
The nature of the business of the Corporation and the objects or the purposes to
be transacted, promoted, or carried on by it are to engage in any lawful
activity.
ADDITIONAL PROVISIONS
SECTION 8 ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
SECTION 9 COMBINATIONS WITH INTEREST STOCKHOLDERS
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
SECTION 10 LIABILITY
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided that
this article will not eliminate or limit the liability of a director or officer
for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Section 10 will not adversely affect any right
or protection of a director of the Corporation existing immediately prior to
such amendment or repeal.
SECTION 11. INDEMNIFICATION
11.1 Right to Indemnification.
The Corporation will indemnify to the fullest extent permitted by law any person
(the "Indemnitee") made or threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he or she is or was a director of the
Corporation or is or was serving as a director, officer, employee or agent of
another entity at the request of the Corporation or any predecessor of the
Corporation against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' fees and
disbursements) that he or she incurs in connection with such action or
proceeding.
11.2 Inurement
The right to indemnification will inure whether or not the claim asserted is
based on matters that predate the adoption of this Section 11, will continue as
to an Indemnitee who has ceased to hold the position by virtue of which he or
she was entitled to indemnification, and will inure to the benefit of his or her
heirs and personal representatives.
11.3 Non-exclusivity of Rights
The right to indemnification and to the advancement of expenses conferred by
this Section 11 are not exclusive of any other rights that an Indemnitee may
have or acquire under any statute, bylaw, agreement, vote of stockholders or
disinterested directors, these Articles of Incorporation or otherwise.
11.4 Other Sources
The Corporation's obligation, if any, to indemnify or to advance expenses to any
Indemnitee who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, enterprise
or other entity will be reduced by any amount such Indemnitee may collect as
indemnification or advancement of expenses from such other entity.
11.5 Advancement of Expenses
The Corporation will, from time to time, reimburse or advance to any Indemnitee
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with defending any proceeding for which he
or she is indemnified by the Corporation, in advance of the final disposition of
such proceeding; provided that the Corporation has received the undertaking of
such director or officer to repay any such amount so advanced if it is
ultimately determined by a final and unappealable judicial decision that the
director or officer is not entitled to be indemnified for such expenses.
SECTION 12. BYLAWS
The Board of Directors is expressly authorized to make, alter and repeal the
Bylaws of the corporation, subject to the power of the shareholders of the
corporation to change or repeal the Bylaws.
EXHIBIT B
AMENDED AND RESTATED BYLAWS
OF
BUSINESS OUTSOURCING SERVICES INC.
A NEVADA CORPORATION
ARTICLE 1
STOCKHOLDERS
SECTION 1 ANNUAL MEETING
Annual meetings of the stockholders of Business Outsourcing Services Inc. (the
"Corporation"), shall be held on the day and at the time as may be set by the
Board of Directors of the Corporation (the "Board of Directors") from time to
time, at which annual meeting the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.
SECTION 2 SPECIAL MEETINGS
Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called by the President or the Secretary by resolution of the Board of Directors
or at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose of the proposed meeting.
SECTION 3 PLACE OF MEETINGS
All annual meetings of the stockholders shall be held at the registered office
of the Corporation or at such other place within or outside the State of Nevada
as the Board of Directors shall determine. Special meetings of the stockholders
may be held at such time and place within or outside the State of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
SECTION 4 QUORUM; ADJOURNED MEETINGS
The holders of at least ten percent (10%) of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. 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
notified.
SECTION 5 VOTING
Each stockholder of record of the Corporation holding stock which is entitled to
vote at a meeting shall be entitled at each meeting of stockholders to one vote
for each share of stock standing in their name on the books of the Corporation.
Upon the demand of any stockholder, the vote for members of the Board of
Directors and the vote upon any question before the meeting shall be by ballot.
When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall be sufficient to elect members of the Board of Directors or to
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of Incorporation,
a different vote is required in which case such express provision shall govern
and control the decision of such question.
SECTION 6 PROXIES
At any meeting of the stockholders, any stockholder may be represented and vote
by a proxy or proxies appointed by an instrument in writing. In the event that
any such instrument in writing shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy or power of attorney to
vote shall be used to vote at a meeting of the stockholders unless it shall have
been filed with the secretary of the meeting. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by the inspectors of election who shall be appointed
by the Board of Directors, or if not so appointed, then by the presiding officer
of the meeting.
SECTION 7 ACTION - WITHOUT MEETING
Any action which may be taken by the vote of the stockholders at a meeting may
be taken without a meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power, unless the provisions of the
statutes or of the Articles of Incorporation require a greater proportion of
voting power to authorize such action in which case such greater proportion of
written consents shall be required.
ARTICLE 2
DIRECTORS
SECTION 1 MANAGEMENT OF CORPORATION
The business of the Corporation shall be managed by its Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.
SECTION 2 NUMBER, TENURE, AND QUALIFICATIONS
The number of directors which shall constitute the whole board shall be at least
one. The number of directors may from time to time be increased or decreased by
resolution of the Board of Directors to not less than one nor more than fifteen.
The Board of Directors shall be elected at the annual meeting of the
stockholders and except as provided in Section 2 of this Article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
SECTION 3 VACANCIES
Vacancies in the Board of Directors including those caused by an increase in the
number of directors, may be filled by a majority of the remaining Board of
Directors, though not less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until his successor is elected at an
annual or a special meeting of the stockholders. The holders of two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the members of the Board of
Directors by vote at a meeting called for such purpose or by a written statement
filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected
simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resignation or removal of any directors, or if the authorized
number of directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at which any director or directors are elected
to elect the full authorized number of directors to be voted for at that
meeting.
If the Board of Directors accepts the resignation of a director tendered to take
effect at a future time, the Board of Directors or the stockholders shall have
power to elect a successor to take office when the resignation is to become
effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
SECTION 4 ANNUAL AND REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at any place within or
outside the State which has been designated from time to time by resolution of
the Board of Directors or by written consent of all members of the Board of
Directors. In the absence of such designation, regular meetings shall be held at
the registered office of the Corporation. Special meetings of the Board of
Directors may be held either at a place so designated or at the registered
office.
Regular meetings of the Board of Directors may be held without call or notice at
such time and at such place as shall from time to time be fixed and determined
by the Board of Directors.
SECTION 5 FIRST MEETING
The first meeting of each newly elected Board of Directors shall be held
immediately following the adjournment of the meeting of stockholders and at the
place thereof. No notice of such meeting shall be necessary to the Board of
Directors in order to legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
SECTION 6 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairman or the
President or by any Vice President or by any two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail, facsimile
transmission, electronic mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the records or if
such address is not readily ascertainable, at the place in which the meetings of
the Board of Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail at least five (5) days prior to the
time of the holding of the meeting. In case such notice is hand delivered, faxed
or emailed as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing, faxing,
emailing or delivery as above provided shall be due, legal and personal notice
to such director.
SECTION 7 BUSINESS OF MEETINGS
The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though held at a meeting duly
held after regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
SECTION 8 QUORUM, ADJOURNED MEETINGS
A majority of the authorized number of directors shall be necessary to
constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision made by a majority of the directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board of Directors, unless a greater number be required by law or
by the Articles of Incorporation. Any action of a majority, although not at a
regularly called meeting, and the record thereof, if assented to in writing by
all of the other members of the Board of Directors shall be as valid and
effective in all respects as if passed by the Board of Directors in regular
meeting.
A quorum of the Board of Directors may adjourn any meeting of the Board of
Directors to meet again at a stated day and hour-provided, however, that in the
absence of a quorum, a majority of the directors present at any meeting of the
Board of Directors, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors.
Notice of the time and place of holding an adjourned meeting need not be given
to the absent directors if the time and place be fixed at the meeting adjourned.
SECTION 9 COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the Board of
Directors, designate one or more committees of the Board of Directors, each
committee to consist of at least one or more of the members of the Board of
Directors which, to the extent provided in the resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
The committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors.
SECTION 10 ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.
SECTION 11 SPECIAL COMPENSATION
The directors may be paid their expenses of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like reimbursement and compensation for attending committee meetings.
ARTICLE 3
NOTICES
SECTION 1 NOTICE OF MEETINGS
Notices of meetings of stockholders shall be in writing and signed by the
President or a Vice President or the Secretary or an Assistant Secretary or by
such other person or persons as the Board of Directors shall designate. Such
notice shall state the purpose or purposes for which the meeting of stockholders
is called and the time and the place, which may be within or without this State,
where it is to be held. A copy of such notice shall be delivered personally to,
sent by facsimile transmission or electronic mail or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears upon the records
of the Corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin to run from the date
upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
Corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such Corporation, association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
SECTION 2 EFFECT OF IRREGULARLY CALLED MEETINGS
Whenever all parties entitled to vote at any meeting, whether of the Board of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
they had been approved at a meeting regularly called and noticed, and at such
meeting any business may be transacted which is not excepted from the written
consent or to the consideration of which no objection for want of notice is made
at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting, and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
SECTION 3 WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the
statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE 4
OFFICERS
SECTION 1 ELECTION
The officers of the Corporation shall be chosen by the Board of Directors and
shall be a President, a Secretary and a Treasurer, none of whom need be
directors of the Corporation. Any person may hold two or more offices. The Board
of Directors may appoint a Chairman of the Board of Directors, Vice Chairman of
the Board of Directors, one or more Vice Presidents, Assistant Treasurers and
Assistant Secretaries.
SECTION 2 CHAIRMAN OF THE BOARD
The Chairman of the Board of Directors shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 3 VICE CHAIRMAN OF THE BOARD
The Vice Chairman of the Board of Directors shall, in the absence or disability
of the Chairman of the Board of Directors, perform the duties and exercise the
powers of the Chairman of the Board of Directors and shall perform such other
duties as the Board of Directors may from time to time prescribe.
SECTION 4 PRESIDENT
The President shall be the Chief Executive Officer of the Corporation and shall
have active management of the business of the Corporation.
SECTION 5 VICE PRESIDENT
The Vice President shall act under the direction of the President and in the
absence or disability of the President shall perform the duties and exercise the
powers of the President. The Vice President shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate one or more Executive
Vice Presidents or may otherwise specify the order of seniority of the Vice
Presidents. The duties and powers of the President shall descend to the Vice
Presidents in such specified order of seniority.
SECTION 6 SECRETARY
The Secretary shall act under the direction of the President. Subject to the
direction of the President, the Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record the proceedings.
The Secretary shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
SECTION 7 ASSISTANT SECRETARIES
The Assistant Secretaries shall act under the direction of the President. In
order of their seniority, unless otherwise determined by the President or the
Board of Directors, they shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary. They shall perform
such other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
SECTION 8 TREASURER
The Treasurer shall act under the direction of the President. Subject to the
direction of the President, the Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the President
or the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all
transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the
Treasurer's office and for the restoration to the Corporation, in case of
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the Corporation.
SECTION 9 ASSISTANT TREASURERS
The Assistant Treasurers in the order of their seniority, unless otherwise
determined by the President or the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
SECTION 10 COMPENSATION
The salaries and compensation of all officers of the Corporation shall be fixed
by the Board of Directors.
SECTION 11 REMOVAL; RESIGNATION
The officers of the Corporation shall hold office at the pleasure of the Board
of Directors. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors.
ARTICLE 5
CAPITAL STOCK
SECTION 1 CERTIFICATES
Every stockholder shall be entitled to have a certificate signed by the
President or Secretary of the Corporation, certifying the number of shares owned
by such stockholder in the Corporation. If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, shall be set forth in full or
summarized on the face or back of the certificate, which the Corporation shall
issue to represent such stock.
If a certificate is signed (1) by a transfer agent other than the Corporation or
its employees or (2) by a registrar other than the Corporation or its employees,
the signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such officer before such certificate is issued,
such certificate may be issued with the same effect as though the person had not
ceased to be such officer. The seal of the Corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
SECTION 2 SURRENDERED, LOST OR DESTROYED CERTIFICATES
The Board of Directors may direct a certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.
SECTION 3 REPLACEMENT CERTIFICATES
Upon surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation, if it is satisfied that all provisions of the laws and regulations
applicable to the Corporation regarding transfer and ownership of shares have
been complied with, to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
SECTION 4 RECORD DATE
The Board of Directors may fix in advance a date not exceeding sixty (60) days
nor less than ten (10) days preceding the date of any meeting of stockholders,
or the date for the payment of any distribution, or the date for the allotment
of rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, or a date in connection with obtaining the consent
of stockholders for any purpose, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such distribution, or
to give such consent, and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote at such meeting, or any adjournment thereof,
or to receive payment of such distribution, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
SECTION 5 REGISTERED OWNER
The Corporation shall be entitled to recognize the person registered on its
books as the owner of shares to be the exclusive owner for all purposes
including voting and distribution, and the Corporation shall not be bound to
recognize any 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 provided by the laws of Nevada.
ARTICLE 6
GENERAL PROVISIONS
SECTION 1 REGISTERED OFFICE
The registered office of this Corporation shall be in the State of Nevada.
The Corporation may also have offices at such other places both within and
outside the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
SECTION 2 DISTRIBUTIONS
Distributions upon capital stock of the Corporation, subject to the provisions
of the Articles of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Distributions may
be paid in cash, in property or in shares of capital stock, subject to the
provisions of the Articles of Incorporation.
SECTION 3 RESERVES
Before payment of any distribution, there may be set aside out of any funds of
the Corporation available for distributions such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing distributions or
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
SECTION 4 CHECKS; NOTES
All checks or demands for money and notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
SECTION 5 FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
SECTION 6 CORPORATE SEAL
The Corporation may or may not have a corporate seal, as may from time to time
be determined by resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the Corporation and the
words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE 7
INDEMNIFICATION
SECTION 1 INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS
Every person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a director or officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
SECTION 2 INSURANCE
The Board of Directors may cause the Corporation to purchase and maintain
insurance on behalf of any person who 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 as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
SECTION 3 FURTHER BYLAWS
The Board of Directors may from time to time adopt further Bylaws with respect
to indemnification and may amend these and such Bylaws to provide at all times
the fullest indemnification permitted by the General Corporation Law of the
State of Nevada.
ARTICLE 8
AMENDMENTS
SECTION 1 AMENDMENTS BY BOARD OF DIRECTORS
The Board of Directors, by a majority vote of the Board of Directors at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify particular provisions of the
Bylaws, which shall not be amended by the Board of Directors.
ARTICLE 9
TRANSACTIONS WITH STOCKHOLDERS
SECTION 1 ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by NRS 78.378 through 78.3793,
inclusive, of the Nevada PRIVATE CORPORATIONS ACT.
SECTION 2 COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by NRS 78.411 through 78.444,
inclusive, inclusive, of the Nevada PRIVATE CORPORATIONS ACT.
APPROVED AND ADOPTED this ____ day of ________ , 2011.
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Guilbert Cuison
President, Secretary and Director
CERTIFICATE
I hereby certify that I am the Secretary of Business Outsourcing Services Inc.,
and that the foregoing Bylaws, constitute the code of Bylaws of Business
Outsourcing Services Inc., as duly adopted by the majority stockholders of the
Corporation on ________________ , 2011.
DATED this ____ day of __________ , 2011.
----------------------------------------
Guilbert Cuison
Secretary
EXHIBIT C
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BUSINESS OUTSOURCING SERVICES INC.
PROXY - ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
September 2, 2011
The undersigned hereby appoints {Name of proxyholder}, proxy of the
undersigned, with full power of substitution, to vote all of the shares of
Common Stock of Business Outsourcing Services Inc.(the "Company") which the
undersigned is entitled to vote at the Annual and Special Meeting of
Stockholders of the Company to be held at the Company's solicitors at 800-885
West Georgia Street, Vancouver, BC V6C 3H1, on September 2, 2011, at 10:00 AM
local time, or at any adjournment thereof.
The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Annual and Special Meeting and
Proxy Statement, both dated {Proxy date}.
Name:
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Address:
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO APPROVE THE AMENDMENT TO THE
ARTICLES OF INCORPORATION, AND TO APPROVE THE AMENDED AND RESTATED BYLAWS.
For Against Abstain
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1. To approve the Certificate of Amendment to our [ ] [ ] [ ]
Articles of Incorporation
2. To approve the Amended and Restated Bylaws [ ] [ ] [ ]
NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a corporation gives a proxy, an
authorized officer should sign it.
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Signature Date
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Signature Date
PLEASE COMPLETE EACH SECTION OF THIS PROXY CARD AND MAIL
IN THE PROVIDED ENVELOPE.