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UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 11, 2023
ANAVEXLIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
Nevada 001-37606 98-0608404
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
630 5th Avenue
20th Floor
New York
,
NY
10111
(Address of principal executive offices) (Zip Code)
1-
844
-
689-3939
(Registrant'stelephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intendedto
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share AVXL The Nasdaq Stock Market LLC
Indicateby check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerginggrowth company
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period forcomplying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnApril 11, 2023, the Board of Directors (the "
Board
") of Anavex LifeSciences Corp., a Nevada corporation (the "
Company
"), determined that itwas in the best interests of the Company and its
stockholders to amend and restate the Company's Bylaws, and approved
andadopted the Amended and Restated Bylaws of the Company (the "
Amended and RestatedBylaws
"). The Board amended the Company's Bylaws to require that the position of
Chairman of the Board ofDirectors must be filled by an independent director
and cannot be held by the Chief Executive Officer of the Company. The
Amendedand Restated Bylaws became effective immediately upon their adoption.
Theforegoing summary of the Amended and Restated Bylaws does not purport to be
a complete statement of the terms of such documentand is qualified in its
entirety by reference to the full text the Amended and Restated Bylaws, a copy
of which is filed herewithas
Exhibit 3.1
to this Current Report on Form 8-K.
Item 9.01. FinancialStatements and Exhibits.
Exhibit No. Description
Exhibit 3.1 Amended and Restated Bylaws
Exhibit 104 Cover Page Interactive Data File
SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersignedhereunto duly authorized.
ANAVEX LIFE SCIENCES CORP.
By:
/s/
Christopher Missling
Name: Christopher Missling, PhD
Title: Chief Executive Officer
Date: April 14, 2023
EXHIBIT 3.1
AMENDED AND RESTATEDBYLAWS
OF
ANAVEX LIFE SCIENCES CORP.
A Nevada Corporation
ARTICLE I
STOCKHOLDERS
SECTION
1
Annual Meeting
. Annual meetings of the stockholdersof Anavex Life Sciences Corp. (the
"Corporation"), shall be held on the day and at the time as may be set by the
Board ofDirectors of the Corporation (the "Board of Directors") from time to
time, at which annual meeting the stockholders shallelect 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 stockholdersfor any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called by the Presidentor the Secretary by resolution of the Board of
Directors or at the request in writing of stockholders owning a majority in
amount of theentire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request shall state the purpose of the
proposedmeeting.
SECTION
3
Place of Meetings
. All annual meetings of thestockholders shall be held at the registered
office of the Corporation or at such other place within or outside the State
of Nevada asthe Board of Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or outside theState 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 ofat least one third (33.3%) 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 statuteor 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 fromtime to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjournedmeetin
g at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meetingas originally
notified.
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1
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SECTION
5
Voting
. Each stockholder of record of the Corporationholding stock which is entitled
to vote at a meeting shall be entitled at each meeting of stockholders to one
vote for each share of stockstanding in their name on the books of the
Corporation. Upon the demand of any stockholder, the vote for members of the
Board of Directorsand 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 toelect members of the Board of
Directors or to decide any question brought before such meeting, unless the
question is one upon which byexpress provision of the statutes or of the
Articles of Incorporation, a different vote is required in which case such
express provisionshall 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 instrumentin writing shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shallbe present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons sodesignated
unless the instrument shall otherwise provide. No proxy or power of attorney
to vote shall be used to vote at a meeting ofthe 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
appointedby the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting.
SECTION
7
Action - Without Meeting
. Any action whichmay be taken by the vote of the stockholders at a meeting
may be taken without a meeting if authorized by the written consent of
stockholdersholding at least a majority of the voting power, unless the
provisions of the statutes or of the Articles of Incorporation require a
greaterproportion of voting power to authorize such action in which case such
greater proportion of written consents shall be required.
ARTICLE II
DIRECTORS
SECTION
1
Management of Corporation
. The business ofthe Corporation shall be managed by its Board of Directors
which may exercise all such powers of the Corporation and do all such
lawfulacts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or
doneby the stockholders.
SECTION
2
Number, Tenure, and Qualifications
. The numberof directors which shall constitute the whole board shall be at
least one. The number of directors may from time to time be increasedor
decreased by resolution of the Board of Directors to not less than one nor
more than fifteen. The Board of Directors shall be electedat the annual
meeting of the stockholders and except as provided in Section 2 of this
Article, each director elected shall hold officeuntil his successor is elected
and qualified. Directors need not be stockholders.
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2
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SECTION
3
Vacancies
. Vacancies in the Board of Directorsincluding those caused by an increase in
the number of directors, may be filled by a majority of the remaining Board of
Directors, thoughnot less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until his successor is electedat an
annual or a special meeting of the stockholders. The holders of two-thirds of
the outstanding shares of stock entitled to vote mayat 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 calledfor such purpose or by a written
statement filed with the secretary or, in his absence, with any other officer.
Such removal shall beeffective immediately, even if successors are not elected
simultaneously.
A vacancy or vacancies in the Board of Directors shallbe 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 thefull authorized number of directors to be voted for at
that meeting.
If the Board of Directors accepts the resignationof a director tendered to
take effect at a future time, the Board of Directors or the stockholders shall
have power to elect a successorto take office when the resignation is to
become effective.
No reduction of the authorized number of directorsshall have the effect of
removing any director prior to the expiration of his term of office.
SECTION
4
Annual and Regular Meetings
. Regular meetingsof the Board of Directors shall be held at any place within
or outside the State which has been designated from time to time by
resolutionof the Board of Directors or by written consent of all members of
the Board of Directors. In the absence of such designation, regularmeetings
shall be held at the registered office of the Corporation. Special meetings of
the Board of Directors may be held either at aplace so designated or at the
registered office.
Regular meetings of the Board of Directors may beheld 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 newlyelected 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 quorumbe
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 noticegiven as hereinafter
provided for special meetings of the Board of Directors.
SECTION
6
Special Meetings
. Special meetings of the Boardof 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 meetingsshall be delivered
personally to each director, or sent to each director by mail, facsimile
transmission, electronic mail or by otherform of written communication,
charges prepaid, addressed to him at his address as it is shown upon the
records or if such address isnot readily ascertainable, at the place in which
the meetings of the Board of Directors are regularly held. In case such notice
is mailed, itshall 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 noticeis
hand delivered, faxed or emailed as above provided, it shall be so delivered
at least twenty-four (24) hours prior to the time of theholding of the
meeting. Such mailing, faxing, emailing or delivery as above provided shall be
due, legal and personal notice to such director.
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SECTION
7
Business of Meetings
. The transactions of anymeeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though held at a meeting duly
heldafter regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the directors not present signsa written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents orapprovals 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 theauthorized number of directors shall be necessary to
constitute a quorum for the transaction of business, except to adjourn as
hereinafterprovided. Every act or decision made by a majority of the directors
present at a meeting duly held at which a quorum is present shallbe regarded
as the act of the Board of Directors, unless a greater number be required by
law or by the Articles of Incorporation. Anyaction of a majority, although not
at a regularly called meeting, and the record thereof, if assented to in
writing by all of the othermembers 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 anymeeting of the Board of
Directors to meet again at a stated day and hour-provided, however, that in
the absence of a quorum, a majorityof the directors present at any meeting of
the Board of Directors, either regular or special, may adjourn from time to
time until thetime fixed for the next regular meeting of the Board of
Directors.
Notice of the time and place of holding an adjournedmeeting 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, byresolution adopted by a majority of the Board
of Directors, designate one or more committees of the Board of Directors, each
committeeto consist of at least one or more of the members of the Board of
Directors which, to the extent provided in the resolution, shall haveand may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may have powerto authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee
or committees shall have suchname or names as may be determined from time to
time by the Board of Directors. The members of any such committee present at
any meetingand not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of
Directorsto act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members oralternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate membersat any meeting at which there
is a quorum shall be the act of the committee.
The committees shall keep regular minutes of theirproceedings and report the
same to the Board of Directors.
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SECTION
10
Action Without Meeting
. Any action requiredor 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
writtenconsent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consentis filed with
the minutes of proceedings of the Board of Directors or committee.
SECTION
11
Special Compensation
. The directors may bepaid their expenses of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at each
meetingof the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation inany other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like reimbursement andcompensation for attending
committee meetings.
ARTICLE III
NOTICES
SECTION
1
Notice of Meetings
. Notices of meetings ofstockholders shall be in writing and signed by the
President or a Vice President or the Secretary or an Assistant Secretary or by
suchother person or persons as the Board of Directors shall designate. Such
notice shall state the purpose or purposes for which the meetingof
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 suchnotice shall be
delivered personally to, sent by facsimile transmission or electronic mail or
shall be mailed, postage prepaid, to eachstockholder 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 suchnotice, the service thereof shall be complete and the time
of the notice shall begin to run from the date upon which such notice is
depositedin 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 eventof the transfer of stock
after delivery of such notice of and prior to the holding of the meeting it
shall not be necessary to deliveror mail notice of the meeting to the
transferee.
SECTION
2
Effect of Irregularly Called Meetings
. Wheneverall parties entitled to vote at any meeting, whether of the Board of
Directors or stockholders, consent, either by a writing on the recordsof the
meeting or filed with the Secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking partin the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
they had been approved at ameeting regularly called and noticed, and at such
meeting any business may be transacted which is not excepted from the written
consentor 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 noticeor of such
consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and renderedlikewise 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.
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SECTION
3
Waiver of Notice.
Whenever any notice is requiredto be given under the provisions of the
statutes, of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signedby the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE IV
OFFICERS
SECTION
1
Election
. The officers of the Corporation shallbe 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 theBoard of Directors, one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries.
SECTION
2
Chairman of the Board
. The Chairman of theBoard of Directors shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutionsof the Board of Directors are carried into effect. The Chairman of
the Board of Directors and the Chief Executive Officer shall not bethe same
person. The Chairman of the Board of Directors shall be an independent
director.
SECTION
3
Vice Chairman of the Board
. The Vice Chairmanof the Board of Directors shall, in the absence or
disability of the Chairman of the Board of Directors, perform the duties and
exercisethe powers of the Chairman of the Board of Directors and shall perform
such other duties as the Board of Directors may from time to timeprescribe.
SECTION
4
President.
The President, subject to the controlof the Board of Directors, shall
supervise and control all the business and affairs of the corporation. He
shall, when present, presideat all meetings of the stockholders and of the
Board of Directors. He shall see that all orders and resolutions of the Board
of Directorsare carried into effect (unless any such order or resolution shall
provide otherwise), and in general shall perform all duties incidentto the
office of president and such other duties as may be prescribed by the Board of
Directors from time to time..
SECTION
5
Vice President
. The Vice President shall actunder the direction of the President and in the
absence or disability of the President shall perform the duties and exercise
the powersof the President. The Vice President shall perform such other duties
and have such other powers as the President or the Board of Directorsmay from
time to time prescribe. The Board of Directors may designate one or more
Executive Vice Presidents or may otherwise specify theorder of seniority of
the Vice Presidents. The duties and powers of the President shall descend to
the Vice Presidents in such specifiedorder of seniority.
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SECTION
6
Secretary
. The Secretary shall act under thedirection of the President. Subject to the
direction of the President, the Secretary shall attend all meetings of the
Board of Directorsand all meetings of the stockholders and record the
proceedings. The Secretary shall perform like duties for the standing
committees whenrequired. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Boardof
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 Secretariesshall act under the direction of the President. In
order of their seniority, unless otherwise determined by the President or the
Boardof 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 thedirection of the President. Subject to the
direction of the President, the Treasurer shall have custody of the corporate
funds and securitiesand shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moniesand other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board
ofDirectors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the President or the Board of Directors, takingproper vouchers
for such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or whenthe 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 Treasurershall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory
to the Board of Directors forthe faithful performance of the duties of the
Treasurer's office and for the restoration to the Corporation, in case of
Treasurer'sdeath, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in
theTreasurer's possession or under the Treasurer's control belonging to the
Corporation.
SECTION
9
Assistant Treasurers
. The Assistant Treasurersin the order of their seniority, unless otherwise
determined by the President or the Board of Directors, shall, in the absence
or disabilityof the Treasurer, perform the duties and exercise the powers of
the Treasurer. They shall perform such other duties and have such otherpowers
as the President or the Board of Directors may from time to time prescribe.
SECTION
10
Compensation
. The salaries and compensationof all officers of the Corporation shall be
fixed by the Board of Directors.
SECTION
11
Removal; Resignation
. The officers of the Corporationshall hold office at the pleasure of the
Board of Directors. Any officer elected or appointed by the Board of Directors
may be removedat any time by the
Board of Directors. Any vacancy occurring in any officeof the Corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.
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ARTICLE V
CAPITAL STOCK
SECTION
1
Certificates
. Every stockholder shall be entitledto have a certificate signed by the
President or Secretary of the Corporation, certifying the number of shares
owned by such stockholderin 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 seriesthereof and
the qualifications, limitations or restrictions of such rights, shall be set
forth in full or summarized on the face or backof the certificate, which the
Corporation shall issue to represent such stock.
If a certificate is signed (1) by a transfer agentother than the Corporation
or its employees or (2) by a registrar other than the Corporation or its
employees, the signatures of the officersof the Corporation may be facsimiles.
In case any officer who has signed or whose facsimile signature has been
placed upon a certificateshall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the personhad not ceased to be such officer. The seal of the
Corporation, or a facsimile thereof, may, but need not be, affixed to
certificatesof 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 issuedby the
Corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificateof stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in itsdiscretion 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 asit may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to havebeen lost or
destroyed.
SECTION
3
Replacement Certificates
. Upon surrender tothe Corporation or the transfer agent of the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence
ofsuccession, assignment or authority to transfer, it shall be the duty of the
Corporation, if it is satisfied that all provisions of thelaws and regulations
applicable to the Corporation regarding transfer and ownership of shares have
been complied with, to issue a newcertificate 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 fixin advance a date not exceeding sixty (60)
days nor less than ten (10) days preceding the date of any meeting of
stockholders, or thedate for the payment of any distribution, or the date for
the allotment of rights, or the date when any change or conversion or
exchangeof 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 determinationof the stockholders entitled to notice of and to vote at any
such meeting, and any adjournment thereof, or entitled to receive paymentof
any such distribution, or to give such consent, and in such case, such
stockholders, and only such stockholders as shall be stockholdersof record on
the date so fixed, shall be entitled to notice of and to vote at such meeting,
or any adjournment thereof, or to receivepayment of such distribution, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the casemay be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
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SECTION
5
Registered Owner
. The Corporation shall beentitled to recognize the person registered on its
books as the owner of shares to be the exclusive owner for all purposes
including votingand distribution, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or
shareson the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the lawsof Nevada.
ARTICLE VI
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 otherplaces both within and
outside the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporationmay require.
SECTION
2
Distributions
. Distributions upon capital stockof the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at anyregular or special meeting, pursuant to law.
Distributions may be paid in cash, in property or in shares of capital stock,
subject tothe 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 fromtime to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing distributionsor
for repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conduciveto 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 moneyand notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors mayfrom time to time designate.
SECTION
5
Fiscal Year The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
.
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SECTION
6
Corporate Seal.
The Corporation may or maynot 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 sealmay be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE VII
INDEMNIFICATION
SECTION
1
Indemnification of Officers and Directors, Employeesand 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 orproceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legalrepresentative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefitas 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 Nevadafrom time to time
against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to bepaid in settlement) reasonably
incurred or suffered by him in connection therewith. The expenses of officers
and directors incurred indefending a civil or criminal action, suit or
proceeding must be paid by the Corporation as they are incurred and in advance
of the finaldisposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amountif
it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the Corporation. Suchright of indemnification
shall be a contract right which may be enforced in any manner desired by such
person. Such right of indemnificationshall not be exclusive of any other right
which such directors, officers or representatives may have or hereafter
acquire and, withoutlimiting 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 causethe Corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, oris 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 arisingout
of such status, whether or not the Corporation would have the power to
indemnify such person.
SECTION
3
Further Bylaws.
The Board of Directors mayfrom time to time adopt further Bylaws with respect
to indemnification and may amend these and such Bylaws to provide at all times
thefullest indemnification permitted by the General Corporation Law of the
State of Nevada.
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ARTICLE VIII
AMENDMENTS
SECTION
1
Amendments by Board of Directors.
The Boardof 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 IX
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 11th day of April, 2023.
/s/ Christopher Missling
Christopher Missling
President and Director
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