GOVERNANCE DOCUMENTS
GZ6G Technologies Corp.
Code of Ethics for Chief Executive Officer and Senior Financial Officers
CZ6G Technologies Corp. (the “Company”) has a Code of Conduct applicable to all members of the Board of Directors and employees of the Company. The Chief Executive Officer (“CEO”) and all senior financial officers, including the Chief Financial Officer (“CFO”) and the principal accounting officer or controller, or persons performing similar functions (each a “Senior Financial Officer”), are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Conduct, the CEO and Senior Financial Officers are subject to the following additional specific policies (this “Code of Ethics”):
- The CEO and all Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents filed by the Company with the Securities and Exchange Commission and in other public communications made by the Company. Accordingly, it is the responsibility of the CEO and each Senior Financial Officer promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Board of Directors fulfilling its responsibilities as specified on financial reporting and disclosure.
- The CEO and all Senior Financial Officers shall act honestly, ethically, in good faith, responsibly, with due care, competence and diligence, and without misrepresenting material facts or allowing their independent judgment to be subordinated.
- The CEO and all Senior Financial Officers shall respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose such information. Confidential information acquired in the course of their work may not be used for personal advantage.
- The CEO and all Senior Financial Officers shall use in a responsible manner any and all Company assets and resources employed or entrusted to them.
- The CEO and all Senior Financial Officers shall, and shall strive to ensure that all other officers and employees, carry out their duties in compliance with all applicable governmental laws, rules and regulations.
- The CEO and each Senior Financial Officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves any director, officer or other employee who has a significant role in the Company’s financial reporting, disclosure or internal controls for disclosure and financial reporting.
- The CEO and each Senior Financial Officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning any actual or apparent 2 conflict of interest, whether in the past, ongoing or contemplated, between personal and professional relationships, involving himself or herself or any other officer or employee or director who has a significant role in the Company’s financial reporting, disclosure or internal controls for disclosure and financial reporting.
- The CEO and each Senior Financial Officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning evidence of any violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Conduct or of this Code of Ethics.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Conduct or of this Code of Ethics by the CEO and the Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Conduct and to this Code of Ethics, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits, claw back of any incentive compensation that would not have been earned but for the violation, and termination of the individual’s employment, all as determined by the Board. In determining what action is appropriate in a particular case, the Board shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
IF YOU HAVE ANY QUESTIONS REGARDING THIS POLICY, PLEASE CONTACT THE CHIEF EXECUTIVE OFFICER.
Code of Conduct
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GZ6G Technologies Corp.
Code of Conduct
A. Compliance with Laws and Regulations
It is GZ6G Technologies Corp.’s (“GZ6G”) policy to observe and comply with all laws and
regulations applicable to it and the conduct of its business. We expect our employees and Board
of Directors to do the same. If you become aware of any violation of law or regulation, you
should inform the company’s Chief Executive Officer or your immediate supervisor.
We must ensure that our dealings with members of the Board of Directors (“Board”) and
employees, and with business partners, customers, and suppliers, are ethical and legal. It is your
responsibility to become familiar with the compliance policies and procedures applicable to your
job and position.
As explained below, you should always consult the Chief Executive Officer or your immediate
supervisor with any questions about the legality of you or your colleagues’ conduct.
B. Commitment to Ethical Behavior
GZ6G is committed to ethical and lawful behavior, and seeks to ensure that our standards of
ethics are not compromised, and that we do not violate laws and regulations in the name of
profit. GZ6G’s reputation depends upon the integrity and ability of its Board and employees. In
addition to complying with all applicable laws and regulations, all Board members and
employees are expected to observe high standards of business and personal ethics in discharging
their duties and responsibilities. This requires honesty and integrity in every aspect of dealing
with other GZ6G employees, the public, the business community, stockholders, customers, and
suppliers.
GZ6G is highly committed to ethical behavior by adopting this Code of Conduct to ensure lawful
and ethical behavior on the part of its Board and employees.
C. Board and Employee Responsibility
It is the personal responsibility of each Board member and employee to adhere to applicable laws
and regulations, this Code of Conduct, and all other company policies and codes of behavior in
carrying out his or her duties and responsibilities and to conduct himself or herself accordingly.
Each Board member and employee must avoid any illegal activities or involve GZ6G in any
practice that is illegal or not in compliance with this Code of Conduct or any other company
policy or code of behavior. Any Board member or employee who does not adhere to these
standards and restrictions is acting outside the scope of his or her office or employment, and
might be subject to disciplinary action, up to and including termination, and reporting to
appropriate authorities as warranted.
We understand that not every situation is clear-cut, but you should avoid activities that may call
into question GZ6G’s reputation or integrity. The key to compliance is exercising good
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judgment. This means following the spirit of this Code of Conduct and all applicable laws and
regulations. When you are faced with a business situation where you must determine the right
thing to do, you should ask yourself the following questions:
• Am I following the spirit, as well as the letter, of any law, regulation or GZ6G policy?
• What would my family, friends or neighbors think about my actions?
• Will there be any direct or indirect negative consequences for GZ6G?
• Would I want my actions reported in the media?
No Board member or employee should be misguided by any sense of loyalty to GZ6G or a desire
for profitability that might cause him or her to disobey any applicable law or regulation, this
Code of Conduct or any other company policy or code of behavior. In addition to the specific
practices and conduct that are prohibited under this Code of Conduct, each Board member and
employee of GZ6G should avoid even the appearance of improper behavior.
D. Reporting Suspected Violations
Each Board member and employee has a responsibility to promptly report any suspected
violations of this Code of Conduct, or any other company policy or code of behavior, any
violation of laws, regulations or ethical principles that occur within GZ6G. Each Board member
and employee may make such reports without fear of retaliation, and should refer to our policy
(discussed below) prohibiting retaliation for various actions. In most cases, employees should
discuss a possible violation with the Chief Executive Officer or their immediate supervisor.
Where we have a separate policy that provides for reporting of suspected violation of that policy,
you may follow the reporting procedures in that policy or in this Code of Conduct.
E. Conflicts of Interest
GZ6G expects loyalty from all of its Board members and employees. A conflict of interest
occurs when a Board member or employee allows personal interests to interfere with his or her
responsibility to GZ6G. You must act to benefit GZ6G and avoid any situation that
actually or potentially benefits you at GZ6G’s expense. Following are examples of possible
conflicts of interest:
• Ownership interest (other than a nominal amount) in, or financial arrangement with, any
business partner, customer, supplier or competitor;
• Any consulting or employment relationship with any business partner, customer, supplier
or competitor;
• Any outside business activity that detracts from your ability to devote appropriate time
and attention to your responsibilities to GZ6G;
• Any outside business activity competitive with GZ6G’s business;
• Receipt by you or your immediate family (defined as your spouse, child, stepchild,
sibling, parent or any family member residing in your home,) of gifts or gratuities (other
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than an occasional inexpensive item) or excessive entertainment from any company with
which we have current or prospective business dealings;
• Any involvement in any outside employment activity which is so substantial that it calls
into question your commitment to your employment with GZ6G;
• Any personal relationship (including immediate family) between an employee and his or
her immediate supervisor without the approval of the human resources department or the
Chief Executive Officer;
• Selling anything to GZ6G, or buying anything from GZ6G (other than at arm’s length
and/or on terms available to unrelated third parties); and
• Use of any non-public or proprietary information learned in the course of service or
employment for personal investment or gain or the personal investment or gain of any
other person or party, including immediate family members.
If you are aware of any transaction or relationship that reasonably could be expected to give rise
to a conflict of interest (whether the possible conflict involves you, a Board member or an
employee covered by this Code of Conduct), or are unsure whether a situation poses a conflict of
interest, you should immediately inform in writing your immediate supervisor, the Chief
Executive Officer. Your notice should provide as much detail as possible. Review of the
situation in advance can protect you and GZ6G from any appearance of self-dealing.
Actual or potential conflicts of interest will be promptly referred to the Board of Directors for
review. The Board will review all referrals and determine if a conflict of interest exists and may
grant waivers of such conflicts of interest for any non-executive officer employee. Only the
Board may grant a waiver of a conflict of interest for a Board member, or executive officer, or an
officer covered by the Code of Ethics.
Once a conflict of interest is determined with regard to an interested-party transaction, the Board
may, if it deems appropriate, hire a third-party consultant to advise them on the interested-party
transaction. If it does so, the Board will meet with the third-party consultant in person, via
telephone or through other communications equipment permitted in the GZ6G Bylaws for
meetings of the Board.
In lieu of the reporting procedure outlined above, Board members and employees may elect to
report a suspected conflict of interest involving another Board member or employee to the
confidential Ethics hotline. Suspected conflicts of interest will be referred promptly to the
appropriate contact.
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F. Public Disclosure
It is of the utmost importance to GZ6G that all public communications disclosure made by the
Company, and in reports and documents that GZ6G files with, or submits to, the Securities and
Exchange Commission, is full, fair, accurate, timely and understandable. Each Board member
and employee must take all steps available to assist GZ6G in these responsibilities consistent
with its role within our company. In particular, you are required to provide prompt and accurate
answers to all inquiries made to you in connection with GZ6G’s preparation of its public reports
and disclosures.
G. Confidential Information
All employees of GZ6G are required to sign a confidentiality and assignment of inventions
agreement when they begin working for GZ6G. By signing the agreement, employees agree to
use our Company’s proprietary information (trade secrets, financial information, etc.) only in the
course of their work, and to keep all proprietary information confidential both while working for
GZ6G and after leaving employment with GZ6G. In addition, from time to time, GZ6G signs
confidentiality agreements with potential business partners in which GZ6G agrees that its
employees will keep information disclosed by the potential business partners in confidence.
All information provided to Board members is to be treated confidentially unless told otherwise.
Employees and Board members must not discuss confidential information with anyone,
including another employee or Board member, who is not authorized to receive such
information, and you should take great care in discussing such information in a manner or
location in which it could be inadvertently disclosed to others.
H. Securities Laws and Insider Trading
Both the law and GZ6G policies prohibit individuals in possession of material information
relating to GZ6G or one of our business partners that has not been disclosed to the general public
from receiving a benefit from such information. All Board members and employees must abide
by GZ6G’s Insider Trading Policy. A copy of the policy is available on the Company’s corporate
governance website, and also is available from the Chief Executive Officer. The policy applies to
any person who has knowledge of material, nonpublic information about GZ6G and to those
persons, such as relatives or friends, who receive such information from a person who possesses
the information. If you are unsure about whether the purchase or sale of GZ6G stock or a
business partner’s stock would violate the Insider Trading Policy, you should consult the Chief
Executive Officer before buying or selling the stock.
I. Personal Use of Company Resources
You should endeavor to protect GZ6G’s assets and ensure their proper use. GZ6G’s assets, both
tangible and intangible, are to be used only for legitimate business purposes of GZ6G and only
by Board members and authorized employees or consultants. Intangible assets include
intellectual property such as:
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• Trade secrets, patents, trademarks and copyrights;
• Development, business and marketing plans;
• Computer engineering processes, designs and databases;
• Other proprietary information related to GZ6G’s business;
• Company records;
• Salary information; and
• Any unpublished financial data and reports.
Unauthorized alteration, destruction, use, disclosure or distribution of GZ6G assets violates this
Code of Conduct. Theft, waste of, or carelessness in using these assets would have an adverse
impact on GZ6G’s operations and will not be tolerated.
GZ6G provides a multitude of office equipment for business purposes, and all information
residing on this equipment and any of our communications systems is company-owned.
Occasional personal use of this equipment for reasonable purposes is permitted. However, we
reserve the right to suspend or revoke these privileges at any time. GZ6G monitors the use of its
resources to ensure that they are being used properly and in accordance with company policies.
We reserve the right to search any property, personal or otherwise, on company premises at any
time with or without consent when it has a reasonable belief that a violation of our company’s
policies or procedures has occurred.
J. Gifts and Entertainment
Board members and employees are not to make or accept any gift that reasonably gives the
appearance of an improper business relationship. This policy does not apply to occasional gifts
of nominal value such as a T-shirt, coffee cup, fruit basket or an occasional meal. Common sense
and discretion should be your guide. In business, it is understandable that meals and
entertainment are exchanged between GZ6G and its customers and business partners, and these
types of activities are acceptable when there is a clear business purpose and when conducted
within the limits of good taste. However, excessive entertainment of any kind is prohibited.
When appropriate, payment for meals and other forms of entertainment should be conducted on a
reciprocal basis. If you have questions about such gifts, contact the Chief Executive Officer.
Employees and Board members are strictly forbidden from making or offering to make any
payment or gift to a government official where such payments are illegal.
If you have questions about gifts and entertainment, contact the Chief Executive Officer.
K. Political Contributions
Federal law, and the laws of many states, prohibit GZ6G from making any direct corporate
political contributions to candidates or their campaigns, and prohibit Board members and
employees from using company funds, or even company offices, telephones, postage or
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stationery, to support a candidate for public office. Other states do allow some forms of
corporate contributions to state and local candidates or ballot measures.
State and local governments are increasingly placing political contribution restrictions on
companies doing business with government. These “pay-to-play” laws are intended to cultivate
fair and open competition in government contracting and to dispel any appearance that
companies are “buying” government contracts through campaign contributions. Pay-to-play laws
cover not only corporate behavior, but also political contributions from Board members and
executives, and their family members. These laws often have stiff penalties, including debarment
from eligibility for future contracts, and criminal charges.
Only designated officers of GZ6G, after pre-clearance from the Chief Executive Officer, are
permitted to make or solicit political contributions, or engage in fundraising activities on behalf
of GZ6G or its directors or officers, all subject to applicable law, and company spending and
signature authority limits. If you have questions about political contributions or fundraising,
contact the Chief Executive Officer.
L. Purchasing
All purchases made by GZ6G will be made on the basis of price, quality and service. All
suppliers will be dealt with fairly, honestly and openly. You should not do anything that could
imply selection of a supplier on any basis other than the best interest of our Company, or which
could give one supplier an improper advantage over another.
M. Record-Keeping
It is critical that GZ6G maintain accurate books and records of its financial performance, tax
payments, payroll, expense reports, legal issues, reports to government agencies and customer
files. Failure to maintain accurate records might be illegal.
N. Code of Ethics for Principal Executive Officer and Senior Financial Officers
The principal executive officer (CEO) and the chief financial officer (CFO), chief accounting
officer (CAO), controller and any persons performing similar functions (each a “Senior Financial
Officer”) must act with honesty, integrity and in good faith to create and promote accurate,
complete and timely financial information. GZ6G has a separate code of ethics for these officers,
which is available from the Chief Executive Officer. Suspected violations of the Code of Ethics
for the CEO and Senior Financial Officers should be reported to the Ethics hotline.
O. Human Resources
GZ6G is an equal opportunity employer. The Company hires, trains and promotes all employees
without regard to race, religion, creed, color, sex, age, national origin, or veteran’s status, and
any other characteristic protected by applicable federal, state or local laws.
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GZ6G is a “drug-free” workplace. This means that we expect and require all Board members and
employees to perform their duties without impairment caused by drug or alcohol abuse.
GZ6G is committed to prohibiting practices that are not consistent with a positive work
environment such as sexual harassment, whether of a verbal or physical nature. Any employee
who feels that he or she has been a victim of sexual harassment should report the situation to his
or her immediate supervisor or the Chief Executive Officer.
P. Media
Any inquiry from the media relating to GZ6G should be immediately directed to the Chief
Executive Officer. Any inquiry from an investor or potential investor also should be directed to
the Chief Executive Officer. Board members and employees should never respond on their own
to questions from the media, but can and should politely inform the caller of our policy.
Q. Anti-Retaliation
GZ6G policy prohibits a Board member or employee from taking retaliatory action against
another Board member or an employee who lawfully and in good faith reports suspected crimes,
reports a violation of law or company policies or procedures to appropriate personnel, or
provides information or assist in investigations of possible violations of law.
R. Investigation of Suspected Violations
If GZ6G receives information regarding a possible violation of this Code of Conduct, the person
or persons authorized to investigate those alleged violations will initiate an inquiry or
investigation with respect thereto, and report the results of such inquiry or investigation to the
Chief Executive Officer for action, including disciplinary action, up to and including
termination. The Chief Executive Officer will report any such inquiry or investigation, and the
action taken by it, to the Board.
The Company will consider changes to this Code of Conduct if necessary or desirable to prevent
further similar violations and make recommendations to the Board if appropriate.
GZ6G may disclose the results of investigations to law enforcement or regulatory agencies.
S. Disciplinary Actions
GZ6G shall consistently enforce this Code of Conduct with appropriate discipline. The Chief
Executive Officer shall determine whether violations of this Code of Conduct have occurred and,
if so, determine the disciplinary measures to be taken against any non-executive officer
employee of GZ6G who is in violation. The Chief Executive Officer also will make
recommendations to the Board for disciplinary measures to be taken against any Board member
or executive officer for violations of this Code of Conduct. The disciplinary measures might
include counseling, oral or written reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary or compensation, claw back of any incentive compensation paid
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that would not have been received but for the violation, and termination of service or
employment.
Persons subject to disciplinary measures may include, in addition to the violator, others involved
in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation,
(ii) persons who if requested to divulge information withhold material information regarding a
violation, and (iii) supervisors who approve or condone the violation, or attempt to retaliate
against employees or others for reporting violations or violators.
T. Waivers
The Chief Executive Officer may grant a waiver of any provision of this Code of Conduct for
non-executive officer employees. Only the Board may grant a waiver for a Board member,
executive officer or any officer covered by GZ6G’s Code of Ethics for Principal Executive
Officer and Senior Financial Officers. A request for waiver must be submitted in writing and
provide sufficient details to allow an informed decision to be made. Any waiver for a Board
member or executive officer, if granted, must be recorded in the minutes of the Board and a
separate written authorization of the waiver must be prepared and executed by the person
requesting the waiver.
The Board shall review the status of all waivers for Board members and executive officers on a
periodic basis to determine compliance with the terms of the waiver and the advisability of
continuing the waiver.
Any waiver granted to an executive officer or Board member must be publicly disclosed in the
manner required by law or regulation.
U. Amendments
Only the Board may amend this Code of Conduct. Any amendment must be publicly disclosed if
and in the manner required by law.
V. Questions
After you have reviewed this Code of Conduct, if you have questions, your immediate supervisor
should be able to answer most of them about the standard operating procedures that you are
required to follow and provide you with complete copies of the applicable policies and
procedures. If you have a question that your immediate supervisor cannot answer, you may
contact the Chief Executive Officer.
Policy on Insider Trading
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GZ6G Technologies Corp.
Policy on Insider Trading (“Policy”)
Affects: All employees (including temporary employees), independent consultants, contractors,
and members of the Board of Directors of GZ6G Technologies Corp. and its subsidiaries
(collectively, the “Company”).
Introduction
You may learn confidential and sensitive information concerning the Company, its vendors,
customers, suppliers, distributors, or other companies with which the Company has business or
contractual relationships. Some of this information has the potential for affecting the market
price of the stock of the Company or the other companies involved.
Federal securities laws impose considerable civil and criminal penalties on anyone who
improperly obtains or uses material, non-public information in connection with a purchase or
sale of stock or securities. In addition to civil damages of up to three times the profit gained, an
individual may be subject to criminal sanctions, including imprisonment of up to 20 years and a
criminal fine of up to $5,000,000, for any violation. The United States Securities and Exchange
Commission (“SEC”) and courts have significant power to impose penalties for violations of
insider trading laws. The SEC, together with the U.S. Department of Justice, pursue insider
trading violations vigorously, both from a criminal and civil perspective, against both individuals
and companies.
With this in mind, you are asked to carefully read this Policy on Insider Trading. You are
encouraged to contact the Chief Executive Officer if you have any questions about, or do not
understand, any aspect of, this Policy. In addition to serving as a resource regarding compliance
with the insider trading laws, the Chief Executive Officer is responsible for monitoring
compliance with this Policy and is accountable to the company’s Board of Directors.
Failure to observe and comply with all provisions contained in this Policy may subject you to
disciplinary action by the Company, including discharge from employment or service.
Explanation of the Law
The Company’s common stock is quoted on The OTC Markets (OTCQB). Federal securities
laws and regulations generally make it illegal to buy or sell shares of stock (or other securities)
of a company while you are aware of material non-public information concerning that company.
It is also illegal to share material, non-public information with a third party (commonly called
“tipping”) so that the third party can buy or sell the stock. These prohibitions apply to the
common stock of our company and any other securities, including debt securities, of the
company.
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What is “Material, Non-Public Information?”
“Material” information is any information that (i) a reasonable person likely would consider
important in deciding whether to buy, sell or retain a security, or (ii) could be expected to affect
the market price of a company’s stock, whether positive or negative. The following are examples
of information that will generally be regarded as material. These are examples only, and not
intended as a complete list of what could be considered material inside information:
• Matters involving new products or significant changes in corporate objectives;
• Information about significant increases or decreases in the company’s sales or financial
performance;
• Matters relating to a new financing;
• Gain or loss of a significant customer, vendor, distributor, or supplier;
• Earnings-related information, including preliminary financial results, either positive or
negative;
• New internally developed financial projections;
• A pending or proposed merger, acquisition, joint venture, tender offer or exchange offer;
• A pending or proposed sale or disposition of significant assets;
• Changes in dividend policies, the declaration of a stock split or the offering of additional
securities;
• Impending bankruptcy or financial liquidity problems;
• Changes in senior management and/or the Board of Directors;
• Changes in auditors or notification that an audit report can no longer be relied upon;
• A material failure, interruption, or security breach in the company’s information
technology systems;
• Changes in credit ratings; or
• Significant litigation or notifications from regulatory agencies (such as the SEC or the
Federal Trade Commission) or from an exchange or market on which company securities
are listed.
It is not possible to define all categories of material information, as the ultimate determination of
materiality by enforcement authorities will be based on an assessment of all the facts and
circumstances. Information that is material at one point and time may cease to be material at
another, and vice versa. Determinations regarding the “materiality” of information are inherently
judgment based; the Chief Executive Officer is always available to assist you if you are unsure
about what is or is not material information. Please remember that the public, media, and
authorities may use hindsight in judging what information is material.
“Non-public” information is any information that has not been disclosed broadly to the
marketplace and that the investing public has not yet had time to absorb and evaluate.
Information is considered to be available to the public only when it has been broadly
disseminated (for example, by means of a press release or a filing with the SEC) and enough
time has passed to permit the market to learn about and evaluate the information (at least one full
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trading day after the date of the public disclosure or announcement). For example, if the
company makes an announcement on a Monday (prior to the opening of the market), you should
not trade in company securities until Tuesday.
The Company’s Policy
A. Trading company securities is prohibited except during an open trading window and
after obtaining pre-clearance
In view of the company’s significant interest in avoiding even the appearance of trading
impropriety, covered individuals may purchase or sell securities of the company (i) only during
the company’s quarterly trading window, and (ii) only after obtaining pre-clearance from the
company’s Chief Executive Officer. These trading restrictions apply to all purchases or sales of
company securities, including open-market purchases and sales of the company’s common stock,
as well as transactions involving derivatives of the company’s securities, including exercises of
stock options. Please note, however, that it is the covered individual’s sole responsibility to
comply with all applicable securities laws. The company does not undertake any obligation with
respect to a covered individual’s securities law compliance by virtue of pre-clearing any
particular trade, and the company urges each covered individual to consult his or her legal
counsel before engaging in transactions. Any advice regarding pre-clearance of a proposed
transaction will relate solely to the restraints imposed by law and will not constitute advice
regarding the investment aspects of any such trade. Clearance of a proposed transaction is valid
for five (5) business days. If the transaction order is not completed within that period, clearance
of the transaction must be re-requested. If clearance is denied, the fact of such denial must be
kept confidential by the covered individual requesting such clearance.
The quarterly trading window for the company opens on the third trading day following the day
that the company’s quarterly or annual report is filed with the SEC in a given quarter, and the
trading window closes two weeks before the end of such quarter.
Pre-clearance for all trades or transactions described above must be obtained by contacting
the Chief Executive Officer, at [email protected].
There are no exceptions to the policy of restricting trading to the quarterly trading window.
Transactions that may be necessary or justifiable for independent reasons (such as the need to
raise money for an emergency expenditure), or small transactions, are not excepted from this
Policy. Securities laws do not recognize any mitigating circumstances to insider trading liability.
B. No trading on material, non-public information
If you are aware of material, non-public information about the company, you may not (i) buy
or sell stock or other securities issued by the company, or engage in any other action or
conduct to take personal advantage of that information, either directly or indirectly, or
(ii) pass along the information to others outside the company, including family members or
friends (so-called “tipping”).
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It is important that you understand the breadth of activities that constitute illegal insider trading
and the consequences, which can be severe. The SEC investigates, and is very effective at
detecting, insider trading. Cases have been successfully prosecuted against individuals as a result
of trading by employees through foreign accounts, trading by family members and friends, and
trading involving only a small number of shares. It does not matter if a transaction may be
necessary or justifiable for independent reasons (such as a need to raise money for an
emergency), and there are no exceptions for small or “immaterial” transactions.
Use of material inside information is never permitted.
The company advises that you do not recommend or suggest that someone buy, sell or retain the
company’s stock. This will minimize the chance that you could be subject to liability for tipping.
You should never make recommendations or express opinions about trading in company
securities on the basis of material non-public information to any person.
You also should not:
• Disclose material non-public information to individuals (i) within the company whose
jobs do not require them to have that information, or (ii) outside the company, including
to family members, friends, business associates, and investors, unless such disclosure is
authorized by the company; or
• Respond to any requests for information (particularly financial results and/or
projections), including to affirm or deny information about the company, from anyone
outside the company, such as a stock analyst. If you receive any such requests, please
contact the Chief Executive Officer.
To allow for adequate public dissemination and evaluation of material information after public
disclosure, you should allow a reasonable period of time to elapse (at least one full trading day
after the date of the public disclosure or announcement) before trading. For example, if the
company makes an announcement on a Monday (prior to the opening of the market), you should
not trade in company securities until Tuesday.
C. Transactions by Family Members
The restrictions on trading company securities imposed by this Policy also apply to (i) the
members of your immediate family who reside with you (i.e., any spouse, parents, children
(including children away at college), grandchildren, grandparents, in-laws, aunts, uncles, and
siblings) and any other persons living in your household, and (ii) any family members who do
not live with you but whose transactions in company securities are directed by, or subject to,
your influence or control. Accordingly, you are responsible for informing any such persons of
this Policy and ensuring that they conform their actions to the requirements of this Policy.
D. Company stock plans
The restrictions on trading also apply to certain transactions under company plans, as follows.
5
• Stock Options. Although the restrictions in this Policy do not apply to the exercise of
stock options granted to you by the company, they do apply to the sale of the stock by
you after you have exercised those options. The restrictions also apply to broker-assisted,
cashless exercises of your options, or any other market sale where you are simultaneously
selling some of the shares of your stock in order to pay the exercise price of options.
• Restricted Stock. This Policy does not apply to the vesting and settlement of restricted
stock, or the withholding or sale of stock back to the company to satisfy tax withholding
obligations upon the vesting of any restricted stock. The Policy does apply, however, to
any market sale of stock after vesting.
E. Transactions in other public company securities
If you are working on a matter involving another publicly-held company, including a supplier,
distributor, vendor, customer, partner, or company with which the company has entered into or is
negotiating a business or contractual relationship or transaction, you may not trade in the
securities of such company on the basis of material non-public information, including
information that you have obtained in the course of your employment with the company.
Additionally, if you are aware of material non-public information about any such company, you
must not recommend or suggest that anyone buy, sell or retain securities of that company.
Examples of material non-public information affecting another company include information
about a major contract or potential merger. Note that even if information is immaterial to GZ6G
Technologies Corp., it may nevertheless be material to the other entity.
Regardless of whether you are working on a matter involving any of the foregoing types of
suppliers, distributors, vendors, etc., you must notify the company’s Chief Executive Officer
before taking a “material position” in the securities, or becoming a member of the Board of
Directors, of such a company. For these purposes, “taking a material position” means acquiring
beneficial ownership of greater than 5% of such outstanding securities or investing 10% or more
of your net worth in such securities.
F. Other trading restrictions
In addition to the trading restrictions described above, you are specifically prohibited from:
• Short selling company securities (i.e., selling securities that you do not own at the time of
sale);
• Purchasing securities or other financial instruments, or otherwise engaging in
transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the
market value of the company’s securities or diminish the full ownership risks and
rewards of your direct or indirect company stock holdings. Examples of hedging
transactions include “costless collars,” forward sale contracts, equity swaps, and
exchange funds; and
6
• Pledging company securities in a margin account. As a general matter, securities held in a
margin account may be sold by a broker without the customer’s consent if the customer
fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be
sold in foreclosure if the borrower defaults on the loan. Because a margin sale or
foreclosure sale could occur at a time when a covered individual has material, nonpublic
information or is otherwise not permitted to trade in company securities, covered
individuals are prohibited from purchasing securities of the company on margin, holding
securities of the company in a margin account or pledging company securities as
collateral for a loan.
G. Post-termination transactions
This Policy applies even after termination of your employment or service with the company. If
your service as an employee of the company terminates while you are aware of material nonpublic information regarding the company, you will continue to be subject to this Policy, and
specifically to the ongoing prohibition against trading, until the information has become public
or is no longer material.
H. Stop-transfer instructions
The company may, at its discretion, provide stop-transfer instructions to its transfer agent in
order to enforce trading restrictions imposed by this Policy, including, without limitation,
restrictions relating to post-termination transactions.
I. Violations
As mentioned in the Introduction to this Policy, any person who violates federal securities laws
has committed a crime, and may be subject to imprisonment and a criminal fine of up to
$5,000,000 and imprisonment for up to 20 years. A violator may also be personally liable in civil
lawsuits for up to three times the profit gained for the harm caused by illegal trading by the
violator or by third parties trading on material, non-public information provided by or through
the violator. The company will cooperate with any state or federal law enforcement agency
investigating or prosecuting individuals for allegedly trading on or transmitting material, nonpublic information.
If you have any questions about this Policy, or if you have any concerns regarding a proposed
transaction involving the company’s stock, you are encouraged to contact our Chief Executive
Officer.
You should note, however, that as a matter of law and corporate policy, you are ultimately
responsible for conforming your actions to the requirements of the insider trading laws and
the company’s Policy on Insider Trading. Regardless of any advice or information you
receive, you will bear the consequences of any legal or policy violations. Furthermore, the
Chief Executive Officer’s failure to raise an objection to a transaction will not constitute a
7
recommendation by the company or any of its directors, officers or employees that you engage
in that transaction.
Failure to observe and comply with all of the provisions contained in this Policy may
subject you to disciplinary action by the company, including discharge. The company
reserves the right to amend this Policy at any time, but intends to provide reasonable
written notification of any such revision.
BYLAWS
BYLAWS
OF
GZ6G TECHNOLOGIES CORP.
ARTICLE I -SHAREHOLDERS
1.01 ANNUAL MEETING. Unless the Directors or the President of the corporation select a different
time or date, the annual meeting of shareholders shall be held each year at the location set by the Directors
or if no location is set, at the corporation’s office. The annual meeting shall be for the purpose of electing a
Board of Directors and transacting such other business as may properly be brought before the meeting.
1.02 SPECIAL MEETING. Special meetings of shareholders may be called at any time by the Board
of Directors, any two directors or the President.
1.03 LOCATION OF MEETING. Meetings of shareholders shall be held at the principal executive
office of the corporation or at any other place which may be designated by the Board of Directors.
1.04 NOTICE.
(a) Annual And Special Meetings. A written notice of each meeting of shareholders shall be given not
more than sixty (60) days and, except as provided below, not less than ten (10) days before the date of the
meeting to each shareholder entitled to vote at the meeting. The notice shall state the place, date and hour
of the meeting and, if directors are to be elected at the meeting, the names of the nominees intended to be
presented by management for election. The notice shall also state (i) in the case of an annual meeting, those
matters which the Board of Directors intends to present for action by the shareholders, and (ii) in the case
of a special meeting, the general nature of the business to be transacted and that no other business may be
transacted. Notice shall be delivered personally, by mail or other means addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice or as otherwise provided by law. Upon written request to the Chairman
of the Board, the President, the Secretary or any Vice President of the corporation by any person (but not
the Board of Directors) entitled to call a special meeting of shareholders, the person receiving such request
shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time
requested by the person calling the meeting not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request.
(b) Adjourned Meetings. Notice of an adjourned meeting need not be given if (i) the meeting is
adjourned for forty-five (45) days or less; (ii) the time and place of the adjourned meeting are announced at
the meeting at which the adjournment is taken; and (iii) no new record date is fixed for the adjourned
meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.
1.05 RECORD DATE. The Board of Directors may fix in advance a record date for the determination
of the shareholders entitled to notice of any meeting to vote, to receive payment of any dividend or other
distribution or allotment or rights or to exercise any rights. Such record date shall not be more than sixty (60)
nor less than ten (10) days prior to the date of the meeting or more than sixty (60) days prior to such other
action. Except as provided by law, when a record date is so fixed, only shareholders on the record date are
entitled to notice and to vote, to receive the dividend, distribution or allotment of rights or to exercise rights,
as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record
date. Except as otherwise provided by law, the corporation shall be entitled to treat the holder of record of
any shares as the holder in fact of such shares and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or not the corporation shall have
the express or other notice of such claim or interest. A determination of shareholders of record entitled to
notice or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board
of Directors fixes a new record date. The Board of Directors shall fix a new record date if the adjourned
meeting takes place more than forty-five (45) days from the date set for the original meeting.
1.06 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of
shareholders, however called and noticed and wherever held, are as valid as though had a meeting duly been
held after regular call and notice if a quorum is present in person or by proxy and if, either before or after
the meeting, each of the persons entitled to vote who is not present at the meeting in person or by proxy
signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the
meeting. For such purposes, a shareholder shall not be considered present at a meeting if, at the beginning
of the meeting, the shareholder objects to the transaction of any business because the meeting was not
properly called or convened or, with respect to the consideration of a matter required to be included in the
notice for the meeting which was not so included, the shareholder expressly objects to such consideration
at the meeting.
1.07 QUORUM AND REQUIRED VOTE. A majority of the shares entitled to vote represented in
person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at
a meeting in the absence of a quorum other than the adjournment of such meeting, except that if a quorum
is present at the commencement of a meeting, business may be transacted until the meeting is adjourned
even though the withdrawal of shareholders results in less than a quorum. If a quorum is present at a meeting,
the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of
Incorporation. If a quorum is present at the commencement of a meeting but the withdrawal of shareholders
results in less than a quorum, the affirmative vote of the majority of shares required to constitute a quorum
shall be the act of the shareholders unless the vote of a larger number is required by law or the Articles of
Incorporation. Any meeting of shareholders whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.
1.08 PROXIES. A shareholder may be represented at any meeting of shareholders by a written proxy
signed by the person entitled to vote or by such person’s duly authorized attorney-in-fact. A proxy must bear
a date within six (6) months prior to the meeting, unless the proxy specifies a different length of time, but
in no event may the proxy continue in force for more than seven (7) years. A revocable proxy is revoked by
a writing delivered to the Secretary of the corporation stating that the proxy is revoked or by a subsequent
proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy.
1.09 VOTING. Except as provided below or as otherwise provided by the Articles of Incorporation or
by law, a shareholder shall be entitled to one vote for each share held of record on the record date fixed for
the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date
determined in accordance with law. Upon the demand of any shareholder made at a meeting before the
voting begins, the election of directors shall be by ballot. At every election of directors, shareholders may
cumulate votes and give one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are entitled or distribute votes according to the same
principle among as many candidates as desired; however, no shareholder shall be entitled to cumulate votes
for anyone or more candidates unless such candidates or candidates’ names have been placed in nomination
prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of such
shareholder’s intention to cumulate votes.
1.10 ELECTION INSPECTORS. One (1) or three (3) election inspectors may be appointed by the
Board of Directors in advance of a meeting of shareholders or at the meeting by the chairman of the meeting.
If not previously chosen, one (1) or three (3) inspectors shall be appointed by the chairman of the meeting
if a shareholder or proxyholder so requests. When inspectors are appointed at the request of a shareholder
or proxyholder, the majority of shares represented in person or by proxy shall determine whether one (1) or
three (3) inspectors shall be chosen. The election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do
all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three (3)
inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.
1.11 ACTION WITHOUT MEETING. Except as provided below or by the Articles of Incorporation,
any action which may be taken at any meeting of shareholders may be taken without a meeting and without
prior notice if a consent in writing, setting forth the action so taken, is signed, before or after the action, by
the holders of outstanding shares having not less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action
were present and voted.
1.12 REPORTS. Any annual report to shareholders specified in the Nevada Revised Statutes is
dispensed with, except as the Board of Directors may otherwise determine, as long as here are less than one
hundred (100) holders of record of the corporation’s shares. Any such annual report sent to shareholders
shall be sent at least fifteen (15) days prior to the next annual meeting of shareholders.
1.13 LOST STOCK CERTIFICATES. The corporation may cause a new stock certificate to be issued
in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed.
The Corporation may, at its discretion and as a condition precedent to such issuance, require the owner of
such certificate to deliver an affidavit stating such certificate was lost, stolen or destroyed or to give the
corporation a bond or other security sufficient to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or destruction or the issuance of a
new certificate.
1.14 CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the
Board of Directors may designate and shall state the name of the record holder of the shares represented
thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights,
privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments
are collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the corporation by the President or the Treasurer or the
Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to
be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation
with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issue.
1.15 TRANSFER ON THE BOOKS. Upon surrender to the Secretary or 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 to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction upon its books.
1.16 LEGEND CONDITION. In the event any shares of this corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing
or transferring said shares shall make sure said legend appears on the certificate and shall not be required to
transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued
so authorizing such a deletion.
1.17 PROVISION RESTRICTING TRANSFER OF SHARES. Before there can be a valid sale or
transfer of any of the shares of this corporation by the holders thereof, the holder of the shares to be sold or
transferred shall first be given notice in writing to the Secretary of this corporation of his or her intention to
sell or transfer such shares. The notice shall specify the number of shares to be sold or transferred, the price
per share and the terms upon which such holder intends to make such sale or transfer. The Secretary shall
within five (5) days thereafter, mail or deliver a copy of said notice to each of the other Shareholders of
record of this corporation. Such notice may be delivered to such Shareholders, as the same may appear on
the books of this corporation. Within thirty (30) days after the mailing or delivery of the notice to the such
Shareholders, any such Shareholder or Shareholders desiring to acquire any part or all of the shares referred
to in the notice shall deliver by mail or otherwise to the Secretary of this corporation a written offer or offers
to purchase a specified number or numbers of such shares at the price and upon the terms stated in the notice.
If the total number of shares specified in such offers exceed the number of shares referred to in the
notice, each offering Shareholder shall be entitled to purchase such proportion of the shares referred to in
the notice to the Secretary, as the number of shares of this corporation, which he or she holds, bears to the
total number of shares held by all Shareholders desiring to purchase the shares referred to in said notice to
the Secretary.
If all of the shares referred to in the notice to the Secretary are not disposed of under such
apportionment, each Shareholder desiring to purchase shares in a number in excess of his or her
proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which
remain thus undisposed of, as the total number of shares which he or she holds bears to the total number of
shares hold by all of the Shareholders desiring to purchase shares in excess of those to which they are entitled
under such apportionment.
The aforesaid right to purchase the shares referred to in the notice to the Secretary shall apply only if
all of the shares referred to in the notice are purchased. Unless all of the shares referred to in the notice to
the Secretary are purchased, in accordance with offers made within the thirty day period, the Shareholder
desiring to sell or transfer may dispose of all shares of stock referred to in the notice to the Secretary to any
person or persons whomsoever; provided, however, that he or she shall not sell or transfer such shares at a
lower price or on terms more favorable to the purchaser or transferee than those specified in the notice to
Secretary.
Any sale or transfer, or purported sale or transfer, of the shares of the corporation shall be null and
void unless the terms, conditions and provisions of this section are strictly observed and followed.
ARTICLE II – BOARD OF DIRECTORS
2.01 NUMBER. The number of directors of this corporation shall be at least one (1) but not more than
nine (9) until such number is changed by an amendment of the Articles of Incorporation or this Bylaw.
2.02 POWERS. Subject to the limitations imposed by law or contained in the Articles of Incorporation,
the business and affairs of corporation shall be managed and all corporate powers shall be exercised by or
under the ultimate direction of the Board of Directors.
2.03 ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare vacant the office of a director
who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the
Board of Directors not caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may
elect a director at any time to fill any vacancy not filled, or which cannot be filled, by the Board of Directors.
2.04 REMOVAL. Except as described below, any or all of the directors may be removed without cause
if such removal is approved by the affirmative vote of the majority of the outstanding shares entitled to vote.
Unless the Board of Directors is so removed, no director may be removed if (i) the votes cast against
removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes were cast or, if such action is taken by
written consent, all shares entitled to vote were voted and (ii) the entire number of directors authorized at
the time of the director’s most recent election were then being elected.
2.05 RESIGNATION. Any director may resign by giving written notice to the President, the Secretary
or the Board of Directors. Such resignation shall be effective when given unless the notice specifies a later
time. The resignation shall be effective regardless of whether it is accepted by the corporation.
2.06 COMPENSATION. If the Board of Directors so resolves, the directors shall receive
compensation and expenses of attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation in another capacity and
receiving compensation for such services.
2.07 COMMITTEES. The Board of Directors may, by resolution adopted by the majority of the
authorized number of directors, designate one or more committees, each consisting of two or more directors,
to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members
of a committee who may replace any absent member at any meeting of the committee. To the extent
permitted by the resolution of the Board of Directors, a committee may exercise all of the authority of the
Board to the extent permitted by the Nevada Revised Statutes.
2.08 INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all books,
records, documents and physical properties of the corporation and its subsidiaries at any reasonable time.
Inspections are to be made either by the director or the director’s agent or attorney. The right of inspection
includes the right to copy and make extracts.
2.09 TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Unless the Board of
Directors otherwise determines, the Board shall hold a regular meeting during each quarter of the
Corporation’s fiscal year. One such meeting shall take place immediately following the annual meeting of
shareholders. All meetings of directors shall be held at the principal executive office of the corporation or
at such other place as shall be designated in the notice for the meeting or in resolution of the Board of
Directors. Directors may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members so participating can hear each other. 2.10 CALL.
Meetings of the Board of Directors, whether regular or special, may be called by the President, the Secretary,
or any directors.
2.11 NOTICE. Regular meetings of the Board of Directors may be held without notice if the time of
such meetings has been fixed by the Board. Special meetings shall be held upon four (4) days’ notice by
mail or twenty-four (24) hours’ notice delivered personally or by telephone, email or telecopier, and regular
meetings shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a
waiver of notice need specify the purpose of any regular or special meeting. If a meeting is adjourned for
more than twenty-four (24) hours, notice of the adjourned meeting shall be given prior to the time of such
meeting to the directors who were not present at the time of the adjournment.
2.12 MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval
of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if,
although in attendance at the meeting, the director protests the lack of notice prior to the meeting or at its
commencement.
2.13 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all of the members of the Board individually or collectively
consent in writing to such action.
2.14 QUORUM AND REQUIRED VOTE. A majority of the directors then in office shall constitute
a quorum for the transaction of business provided that unless the authorized number of directors is one (1),
the number constituting a quorum shall not be less than two (2) directors. Except as otherwise provided by
the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws, every act or decision done or
made by a majority of the directors present at a meeting duly held at which quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved
by at least a majority of the required quorum for such meeting. A majority of the directors present at a
meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.
ARTICLE III – OFFICERS
3.01 TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation shall
include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chief Financial
Officer and one (1) or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers.
Any number of offices may be held by the same person. The President shall serve as Chairman of the Board.
All Officers shall perform their duties and exercise their powers subject to the direction of the Board of
Directors.
3.02 ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual
meeting of shareholders, the Board of Directors shall choose the officers of the corporation. No officer need
be a member of the Board of Directors except the President. The officers shall hold office until their
successors are chosen, except that the Board of Directors may remove any officer at any time. If an office
becomes vacant for any reason, the vacancy shall be filled by the Board.
3.03 RESIGNATION. Any officer may resign at any time upon written notice to the corporation
without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Such resignation shall be effective when given unless the notice specifies a later time. The resignation shall
be effective regardless of whether it is accepted by the corporation.
3.04 SALARIES. The Board of Directors shall fix the salaries of the Chairman of the Board and
President and may fix the salaries of other employees of the corporation including the other officers. If the
Board does not fix the salaries of the other officers, the President shall fix such salaries.
3.05 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over all meetings of
the Board of Directors.
3.06 PRESIDENT. Unless otherwise determined by the Board of Directors, the President shall be the
general manager and chief executive officer of the corporation, shall preside at all meetings of shareholders,
shall be ex officio a member of any committees of the Board shall effectuate orders and resolutions of the
Board of Directors and shall exercise such other powers and perform such other duties as the Board of
Directors shall prescribe.
3.07 SECRETARY. The Secretary shall have the following powers and duties:
(a) Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors
and its committees and of shareholders and shall record all votes and the minutes of such meetings in a book
to be kept for that purpose at the principal executive office of the corporation or at such other place as the
Board of Directors may determine.
(b) Record of Shares. Unless a transfer agent is appointed by the Board of Directors to keep a share
register, the Secretary shall keep at the principal executive office of the corporation a share register showing
the names of the shareholders and their addresses, the number and class of shares held by each, the number
and date of certificates issued and the number and date of cancellation of each certificate surrendered for
cancellation.
(c) Notices. The Secretary shall give such notices as may be required by law or these Bylaws.
(d) Additional Powers and Duties. The Secretary shall exercise such other powers and perform such
other duties as the Board of Directors or President shall prescribe.
3.08 TREASURER. Unless otherwise determined by the Board of Directors, the Treasurer shall have
custody of the Corporate funds and securities and shall keep adequate and correct accounts of the
corporation’s properties and business transactions. The Treasurer shall disburse such funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements,
shall render to the President and directors, at regular meetings of the Board of Directors or whenever the
Board may require, an account of all transactions and the financial condition of the corporation and shall
exercise such other powers and perform such other duties as the Board of Directors or President shall
prescribe.
3.09 OTHER OFFICERS. The other officers of the corporation, if any, shall perform such duties as
the Board of Directors or President shall prescribe.
ARTICLE IV – EXECUTION OF CORPORATE INSTRUMENTS,
RATIFICATION OF CONTRACTS, AND
VOTING OF SHARES OWNED BY THE CORPORATION
4.01 EXECUTION OF CORPORATE INSTRUMENTS. The Board may, in its discretion, determine
the method and designate the signatory officer or officers, or other person or persons, to execute any
corporate instrument or documents, or to sign the corporate name without limitation, except where otherwise
provided by law, and such execution or signature shall be binding upon the Corporation. Unless otherwise
specifically determined by the Board:
(a) formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other
evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the
corporate seal (except for share certificates issued by the Corporation), and share certificates owned by the
Corporation, shall be executed, signed, or endorsed by the President, or jointly endorsed by the Secretary
and Treasurer; (b) checks drawn on banks or other depositories on funds to the credit of the Corporation, or
in special accounts of the Corporation, shall be signed in such manner (which may be a facsimile signature)
and by such person or persons as shall be authorized by the Board;
(c) dividend warrants, drafts, insurance policies, and all other instruments and documents requiring
the corporate signature, but not requiring the corporate seal, shall be executed or signed in the manner
directed by the Board; and
(d) share certificates issued by the Corporation shall be signed (which may be a facsimile signature)
jointly by (i) the President or (ii) the Secretary and the Treasurer.
4.02 RATIFICATION BY SHAREHOLDERS. The Board may, in its discretion, submit any contract
or act for approval or ratification by the shareholders at any annual meeting of shareholders or at any special
meeting of shareholders called for that purpose. Any contract or act which shall be approved or ratified by
the holders of a majority of the voting power of the Corporation represented at such meeting shall be as
valid and binding upon the Corporation as though approved or ratified by each and every shareholder of the
Corporation, unless a greater vote is required by law for such purpose.
4.03 VOTING OF SHARES OWNED BY THE CORPORATION. All shares of other corporations
owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized to do so by resolution of the Board or, in
the absence of such authorization, by the President, the Secretary or the Treasurer.
ARTICLE V – SHARE CERTIFICATES
5.01 FORM OF CERTIFICATES. Share certificates of the Corporation shall be in such form and
design as the Board shall determine. Each certificate shall state the certificate number, the date of issuance,
the number, designation, class, and the name of the record holder of the shares represented thereby, the
name of the Corporation, and if the shares of the Corporation are classified or if an class of shares has two
(2) or more series, the legends, if any, required by the California Corporations Code.
5.02 TRANSFER OF SHARES. Shares may be transferred in any manner permitted or provided by
law. Before any transfer of shares is entered upon the books of the Corporation or recognized by the
designated transfer agent and/or registrar of the Corporation, or any new certificate is issued therefor, the
old certificate, properly endorsed, shall. be surrendered and canceled, except when a certificate has been
lost or destroyed.
5.03 LOST CERTIFICATES. The Board may order a new share certificate to be issued in the place
of any certificate alleged to have been lost or destroyed, but in every such case the owner of the lost
certificate may be required to give the Corporation a bond, with surety, in such form and amount as the
Board may determine, as indemnity against any loss or claim that the Corporation may incur by reason of
the issuance of a new certificate.
ARTICLE VI – INDEMNIFICATION OF CORPORATE AGENTS
The Corporation shall indemnify any and all of its Directors or Officers or former Directors or Officers
or any person who may have served at its request as a Director or Officer of another corporation in which it
owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred
by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been Directors or Officers or a Director of Officer of
the Corporation or of such other corporation, except in relation to matters as to which any such Director or
Officer or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct, in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under By-Law agreement, vote of
stockholders or otherwise.
ARTICLE VII – AMENDMENTS
7.01 AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these Bylaws may be
amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled
to vote, except as otherwise provided by law, these Bylaws, or the Articles of Incorporation.
7.02 AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in
Section 7.01, any bylaw, other than a bylaw or an amendment of a bylaw changing the authorized number
of directors, may be adopted, amended, or repealed by the Board.