SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
December 30, 2015
Praetorian Property, Inc.
(Exact name of registrant as specified in its
charter)
| Nevada |
333-178482 |
30-0693512 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
7702 E Doubletree Ranch Rd. Ste
300
Scottsdale AZ |
85258 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 480.902.3399
|
________________________________________________
(Former name or former address, if changed since
last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
Item 1.01 Entry into a Material Definitive
Agreement.
Effective as of December 30, 2015, Praetorian
Property, Inc. (the “Company”) changed its state of incorporation from the State of Delaware to the State of Nevada
(the “Reincorporation”) pursuant to a plan of conversion dated November 18, 2015 and attached hereto as Exhibit 2.1
(the “Plan of Conversion”), following approval by the Company’s board of directors and majority written consent
from the stockholders dated November 18, 2015 (the “Written Consent”). The Company submitted the Reincorporation to
FINRA and received a response confirming the same on December 30, 2015.
In connection with the Reincorporation, the
Company filed articles of conversion with the State of Nevada attached hereto as Exhibit 3.1 and a certificate of conversion with
the State of Delaware attached hereto as Exhibit 3.2.
Upon effectiveness of the Reincorporation,
the rights of the Company’s stockholders became governed by the Nevada Revised Statutes, the Articles of Incorporation attached
hereto as Exhibit 3.3 and the bylaws attached hereto as Exhibit 3.4. As a Nevada corporation following the Reincorporation, the
Company is deemed to be the same continuing entity as the Delaware corporation prior to the Reincorporation. As such, Praetorian
Delaware continues to possess all of the rights, privileges and powers of Praetorian Nevada, all of the property of Praetorian
Delaware and all of the debts, liabilities and obligations of Praetorian Delaware, including all contractual obligations, and continues
with the same name, business, assets, liabilities, headquarters, officers and directors as immediately prior to the Reincorporation.
Upon effectiveness of the Reincorporation,
all of the issued and outstanding shares of common stock of Praetorian Delaware automatically converted into issued and outstanding
shares of common stock of Praetorian Nevada without any action on the part of the Company’s stockholders. The Reincorporation
did not have an effect on the quotation of shares of the Company’s common stock on the OTCPink Marketplace, which continues
under the same “PRRE” symbol.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above
is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth under Item 1.01 above
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Dated: December 31, 2015 |
PRAETORIAN PROPERTY, Inc. |
| |
|
|
|
By: |
/s/ Llorn Kylo |
|
|
Llorn Kylo |
|
|
Chief Executive Officer |
PLAN
OF CONVERSION
OF
Praetorian
Property, Inc., A DELAWARE CORPORATION
TO
Praetorian
Property, Inc., A NEVADA CORPORATION
THIS
PLAN OF CONVERSION, dated as of November 18, 2015 (including all of the Exhibits attached hereto, this “Plan”),
is hereby adopted by Praetorian Property, Inc., a Delaware corporation (the “Company”), in order to
set forth the terms, conditions and procedures governing the conversion of the Company from a Delaware corporation to a Nevada
corporation pursuant to Section 265 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”),
and Section 92A.105 of the Nevada Revised Statutes, as amended (the “NRS”).
RECITALS
WHEREAS,
the Company is a corporation established and existing under the laws of the State of Delaware;
WHEREAS,
the Board of Directors of the Company has determined that it would be advisable and in the best interests of the Company and
its stockholders for the Company to convert from a Delaware corporation to a Nevada corporation pursuant to Section 265 of the
DGCL and Section 92A.105 of the NRS; and
WHEREAS,
the form, terms and provisions of this Plan has been authorized, approved and adopted by the Board of Directors of the Company.
NOW,
THEREFORE, the Company hereby adopts this Plan as follows:
1.
Conversion; Effect of Conversion.
(a)
Upon the Effective Time (as defined in Section 3 below), the Company shall be converted from a Delaware corporation to a Nevada
corporation pursuant to Section 265 of the DGCL and Section 92A.105 of the NRS (the “Conversion”) and
the Company, as converted to a Nevada corporation (the “Resulting Company”), shall thereafter be subject
to all of the provisions of the NRS, except that notwithstanding Section 106 of the DGCL, the existence of the Resulting Company
shall be deemed to have commenced on the date the Company commenced its existence in the State of Delaware.
(b)
Upon the Effective Time, by virtue of the Conversion and without any further action on the part of the Company or its stockholders,
the Resulting Company shall, for all purposes of the laws of the State of Nevada, be deemed to be the same entity as the Company
existing immediately prior to the Effective Time. Upon the Effective Time, by virtue of the Conversion and without any further
action on the part of the Company or its stockholders, for all purposes of the laws of the State of Nevada, all of the rights,
privileges and powers of the Company existing immediately prior to the Effective Time, and all property, real, personal and mixed,
and all debts due to the Company existing immediately prior to the Effective Time, as well as all other things and causes of action
belonging to the Company existing immediately prior to the Effective Time, shall remain vested in the Resulting Company and shall
be the property of the Resulting Company and the title to any real property vested by deed or otherwise in the Company existing
immediately prior to the Effective Time shall not revert or be in any way impaired by reason of the Conversion; but all rights
of creditors and all liens upon any property of the Company existing immediately prior to the Effective Time shall be preserved
unimpaired, and all debts, liabilities and duties of the Company existing immediately prior to the Effective Time shall remain
attached to the Resulting Company upon the Effective Time, and may be enforced against the Resulting Company to the same extent
as if said debts, liabilities and duties had originally been incurred or contracted by the Resulting Company in its capacity as
a corporation of the State of Nevada. The rights, privileges, powers and interests in property of the Company existing immediately
prior to the Effective Time, as well as the debts, liabilities and duties of the Company existing immediately prior to the Effective
Time, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Resulting Company upon the Effective
Time for any purpose of the laws of the State of Nevada.
(c)
The Conversion shall not be deemed to affect any obligations or liabilities of the Company incurred prior to the Conversion or
the personal liability of any person incurred prior to the Conversion.
(d)
Upon the Effective Time, the name of the Resulting Company shall remain unchanged and continue to be “Praetorian Property,
Inc.”
(e)
The Company intends for the Conversion to constitute a tax-free reorganization qualifying under Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended. Accordingly, neither the Company nor any of its stockholders should recognize gain or loss for
federal income tax purposes as a result of the Conversion.
2.
Filings. As promptly as practicable following the adoption of this Plan, the Company shall cause the Conversion to be effective
by:
(a)
executing and filing (or causing the execution and filing of) Articles of Conversion pursuant to Section 92A.205 of the NRS in
form reasonably acceptable to any officer of the Company (the “Nevada Articles of Conversion”) with
the Secretary of State of the State of Nevada;
(b)
executing and filing (or causing the execution and filing of) a Certificate of Conversion pursuant to Sections 103 and 265 of
the DGCL in form reasonably acceptable to any officer of the Company (the “Delaware Certificate of Conversion”)
with the Secretary of State of the State of Delaware; and
(c)
executing, acknowledging and filing (or causing the execution, acknowledgement and filing of a Certificate of Incorporation of
Praetorian Property, Inc. substantially in the form set forth on Exhibit A hereto (the “Articles of Incorporation”)
with the Secretary of State of the State of Nevada.
3.
Effective Time. The Conversion shall become effective upon the filing of the Nevada Articles of Conversion, the Delaware
Certificate of Conversion and the Nevada Articles of Incorporation (the time of the effectiveness of the Conversion, the “Effective
Time”).
4.
Effect of Conversion on Common Stock. Upon the Effective Time, by virtue of the Conversion and without any further action
on the part of the Company or its stockholders, each share of common stock, $0.0001 par value per share, of the Company (“Company
Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall convert into one validly
issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Resulting Company (“Resulting
Company Common Stock”).
5.
Effect of Conversion on Outstanding Stock Options. Upon the Effective Time, by virtue of the Conversion and without any
further action on the part of the Company or its stockholders, each option to acquire shares of Company Common Stock outstanding
immediately prior to the Effective Time shall convert into an equivalent option to acquire, upon the same terms and conditions
(including the exercise price per share applicable to each such option) as were in effect immediately prior to the Effective Time,
the same number of shares of Resulting Company Common Stock.
6.
Effect of Conversion on Outstanding Warrants or Other Rights. Upon the Effective Time, by virtue of the Conversion and
without any further action on the part of the Company or its stockholders, each warrant or other right to acquire shares of Company
Common Stock outstanding immediately prior to the Effective Time shall convert into an equivalent warrant or other right to acquire,
upon the same terms and conditions (including the exercise price per share applicable to each such warrant or other right) as
were in effect immediately prior to the Effective Time, the same number of shares of Resulting Company Common Stock.
7.
Effect of Conversion on Stock Certificates. Upon the Effective Time, all of the outstanding certificates that immediately
prior to the Effective Time represented shares of Company Common Stock immediately prior to the Effective Time shall be deemed
for all purposes to continue to evidence ownership of and to represent the same number of shares of Resulting Company Common Stock.
8.
Effect of Conversion on Employee Benefit, Incentive Compensation or Other Similar Plans. Upon the Effective Time, by virtue
of the Conversion and without any further action on the part of the Company or its stockholders, each employee benefit plan, incentive
compensation plan or other similar plan to which the Company is a party shall continue to be a plan of the Resulting Company.
To the extent that any such plan provides for the issuance of Company Common Stock, upon the Effective Time, such plan shall be
deemed to provide for the issuance of Resulting Company Common Stock.
9.
Further Assurances. If, at any time after the Effective Time, the Resulting Company shall determine or be advised that
any deeds, bills of sale, assignments, agreements, documents or assurances or any other acts or things are necessary, desirable
or proper, consistent with the terms of this Plan, (a) to vest, perfect or confirm, of record or otherwise, in the Resulting Company
its right, title or interest in, to or under any of the rights, privileges, immunities, powers, purposes, franchises, properties
or assets of the Company existing immediately prior to the Effective Time, or (b) to otherwise carry out the purposes of this
Plan, the Resulting Company and its officers and directors (or their designees), are hereby authorized to solicit in the name
of the Resulting Company any third-party consents or other documents required to be delivered by any third-party, to execute and
deliver, in the name and on behalf of the Resulting Company all such deeds, bills of sale, assignments, agreements, documents
and assurances and do, in the name and on behalf of the Resulting Company, all such other acts and things necessary, desirable
or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, immunities,
powers, purposes, franchises, properties or assets of the Company existing immediately prior to the Effective Time and otherwise
to carry out the purposes of this Plan.
10.
Effect of Conversion on Directors and Officers. Upon the Effective Time, by virtue of the Conversion and without any further
action on the part of the Company or its stockholders, the members of the Board of Directors and the officers of the Company holding
their respective offices in the Company existing immediately prior to the Effective Time shall continue in their respective offices
as members of the Board of Directors and officers of the Resulting Company.
11.
Nevada Bylaws. Upon the Effective Time, the bylaws of the Resulting Company shall be the Bylaws of DirectView Holdings,
Inc. substantially in the form set forth on Exhibit B hereto (the “Nevada Bylaws”), and the Board
of Directors of the Resulting Company shall adopt the Nevada Bylaws as promptly as practicable following the Effective Time.
12.
Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby
may be abandoned by action of the Board of Directors of the Company if, in the opinion of the Board of Directors of the Company,
such action would be in the best interests of the Company and its stockholders. In the event of termination of this Plan, this
Plan shall become void and of no effect.
13.
Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person other than as expressly provided
herein.
14.
Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Plan is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this
Plan.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this Plan to be duly executed as of the date first above written.
Praetorian
Property, Inc., a Delaware corporation
|
| By: |
/s/
Llorn Kylo |
| Name:
|
Llorn
Kylo |
| Title: |
Chief
Executive Officer |
EXHIBIT
A
FORM
OF NEVADA ARTICLES OF INCORPORATION
EXHIBIT B
FORM
OF NEVADA BYLAW
BARBARA
K. CEGAVSKE
Secretary
of State
206
North Carson Street
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz |
|
|
|
|
Articles
of Conversion
(PURSUANT
TO NRS 92A.205)
PAGE
1 |
|
|
|
|
|
| USE
BLACK INK ONLY – DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY |
|
|
|
|
Articles
of Conversion
(Pursuant
to Nevada Revised Statutes 92A.205) |
|
|
|
| 1)
Name and jurisdiction of organization of constituent entity and resulting entity: |
|
| Praetorian
Property, Inc. |
|
|
|
| Name
of constituent entity |
|
|
|
| Delaware |
Corporation |
|
| Jurisdiction |
Entity
Type |
|
|
|
| and, |
|
| Praetorian
Property, Inc. |
|
|
|
| Name
of resulting entity |
|
|
|
| Nevada |
Corporation |
|
| Jurisdiction |
Entity
type |
|
|
|
| 2)
A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdicion governing the
constituent entity. |
|
|
|
|
|
| 3)
Location of plan of conversion: (Check one) |
|
|
|
|
|
The
entire plan of conversion is attached to these articles. |
|
|
|
|
☒ |
The
complete executed plan of conversion is on filed at the registered office or pricipal place of business of the resulting entity. |
|
|
|
|
The
complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required
by NRS 88.330. |
|
| |
|
|
|
|
ROSS
MILLER
Secretary
of State
206
North Carson Street
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz |
|
|
Articles
of Conversion
(PURSUANT
TO NRS 92A.205)
PAGE
2 |
|
|
|
| USE
BLACK INK ONLY – DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY |
|
|
| 4)
Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting
entity in the conversion): |
|
| Attn: |
|
|
| c/o: |
|
|
|
| 5)
Effective date and time of filing: (optional) (must not be later than 90 days after certificate if filed) |
|
| Date: |
|
|
Time: |
|
|
|
| 6)
Signatures – must be signed by: |
1.
If consitituent entity is a Nevada entity; an officer of each Nevada corporation;
all genreal pertners of each Nevada limited partnership or limited-liability pertnership;
a manager of each limited-liability company with managers or one member if there are
no managers; a trustee of each Nevada business trust; a manging partner of a Nevada limited-liablity
pertnership (a.k.a. genreal partnership governed by NRS chapter 87).
2.
If constituent entity is a foreign entity; must be signed by theconstituent entity in a manor provided by the law
govenring it. |
|
| Name
of constituent entity |
| Praetorian
Property, Inc. |
| x
/s/ Authorized Signer |
CEO |
12/10/15 |
| Signautre |
Title |
Date |
| |
|
|
|
|
|
|
|
|
|
CERTIFICATE OF CONVERSION
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A DELAWARE CORPORATION
TO A NON-DELAWARE ENTITY
PURSUANT SECTION 266 OF THE
GENERAL CORPORATION LAW
| 1.) | The name of the Corporation is Praetorian Property, Inc. |
| 2.) | The date of filing of its original certificate of incorporation with the Secretary of State is
July 5, 2011. |
| 3.) | The jurisdiction to which the corporation shall convert to is Nevada and the name under which
the entity shall be known as is Praetorian Property, Inc. |
| 4.) | The conversion has been approved in accordance with this section. |
| 5.) | The corporation may be served with process in the State of Delaware in any action, suit or proceeding
for enforcement of any obligation of the corporation arising while it was a corporation of the State of Delaware and that it irrevocably
appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding. |
| 6.) | The address to which a copy of the process shall be mailed to by the Secretary of State is 7702
E Doubletree Ranch Rd. Ste 300 Scottsdale, AZ 85258. |
In Witness Whereof, the undersigned have executed this Certificate
of Conversion on this 18th day of November A.D. 2015.
By: /s/ Llorn Kylo
Authorized Officer
Name: Llorn Kylo
Chief Executive Officer/President
FORM
OF NEVADA ARTICLES OF INCORPORATION
|
BARBARA K. CEGAVSKE
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz |
|
|
Articles
of Incorporation
(PURSUANT
TO NRS 78) |
|
|
(This document
was filed electronically) |
| USE BLACK
INK ONLY-DO NOT HIGHLIGHT |
ABOVE SPACE
IF FOR OFFICE USE ONLY |
|
|
|
| 1. |
Name
of Corporation: |
Praetorian
Property, Inc. |
|
|
|
| 2. |
Resident
Agent
for
Service of Process:
(check
only one box) |
☐
Commercial Registered Agent: |
|
☒
Noncommercial Registered Agent OR ¨ Office or Position with Entity |
|
|
Spring
Valley Solutions, Inc. |
|
|
Name
of Noncommerical Registered Agent OR Name of Title of Officer or Other Position with Entity |
|
|
4955
S. Durango Dr, STE 165 |
Las
Vegas |
NV |
89113 |
|
|
Street
Address |
City |
State |
Zip |
|
|
|
|
|
|
|
|
Mailing
Address (if different from street address) |
City |
State |
Zip |
|
|
|
| 3. |
Authorized
Stock:
(number
of shares corporation authorized to issue) |
Number
of shares
with
par value: |
1,550,000,000 |
Par
value: $ 0.0001 |
Number
of shares without par value: |
|
|
|
|
|
|
|
|
| 4. |
Names
&
Addresses
of
Board of
Directors/Trustees:
(each
Director/Trustee must be a natural person at least 18 years of age; attached additional pages if more than two directors
trustees) |
1.
Llorn Kylo |
|
Name
|
|
7702
E. Doubletree Ranch Rd. Ste 300 |
Scottsdale |
AZ |
88258 |
|
Street
Address |
City |
ST |
Zip
Code |
|
|
|
|
|
|
2.
|
|
Name |
|
|
|
|
|
|
|
|
|
Street
Address |
City |
ST |
Zip
Code |
|
|
|
|
|
|
|
|
| 5. |
Purpose:
(optional-see
instructions) |
The
purpose of this Corporation shall be: Any Legal Purpose |
|
|
|
|
|
|
| 6. |
Name,
Address and Signature of Incorporator.
(attach
additional page if there is more than 1 incorporator) |
Llorn
Kylo |
/s/
Llorn Kylo |
|
Name |
Signature |
|
7702
E. Doubletree Ranch Rd. Ste 300 |
Scottsdale |
AZ |
88258 |
|
Street
Address |
City |
ST |
Zip
Code |
|
|
|
|
|
|
| 7. |
Certificate
of Acceptance of Appointment of Resident Agent: |
I
hereby accept appointment as Resident Agent for the above named corporation. |
| |
/s/
Spring Valley Solutions, Inc. |
11/18/15 |
|
Authorized Signature of R.A. or On Behalf of R.A. Company |
Date |
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLES OF INCORPORATION
OF
PRAETORIAN PROPERTY, INC.
ARTICLE I
NAME
The name of the corporation
shall be Praetorian Property, Inc. (hereinafter, the “Corporation”).
ARTICLE II
REGISTERED OFFICE
The
initial office of the Corporation shall be 7702 E. Doubletree Ranch Rd. Ste 300, Scottsdale, AZ 88258. The initial registered
agent of the Corporation shall be Spring Valley Solutions, LLC, 4955 S. Durango Rd, Ste 165, Las Vegas, NV 89113. The
Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within
the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or
without the State of Nevada.
ARTICLE III
CAPITAL STOCK
Section 1. Authorized
Shares. The aggregate number of shares which the Corporation shall have authority to issue is one
billion five hundred and fifty million (1,550,000,000) shares, consisting of two classes to be designated,
respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001
per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is one billion five
hundred million (1,500,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority
to issue is fifty million (50,000,000) shares. The Preferred Stock may be issued in one or more series, each series to
be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting
powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and
the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by
resolution of the board of directors pursuant to Section 3 of this Article III.
Section 2. Common
Stock.
(a) Dividend
Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and
except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles")
or the Nevada Revised Statues (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to receive
dividends when, as and if declared by the board of directors out of assets legally available therefor.
(b) Voting
Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of
Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right
to cumulate votes.
(c) Liquidation
Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether
voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets,
the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally
and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares
of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or
transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation
and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation.
(d) No
Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion,
redemption, or preemptive rights.
(e) Consideration
for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall
be fixed, from time to time, by the board of directors.
Section 3. Preferred
Stock.
(a) Designation. The
board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of
Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles,
and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating,
optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting
the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights,
if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the
rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference
or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred
Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any,
of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of
any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary
(including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the
adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times
during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject
to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions
of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent
upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event
may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes,
without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action
by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized
to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which
fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding
Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series
of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior,
in any way, to the outstanding series of Preferred Stock or the Common Stock.
(b) Certificate. Before
the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the
resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative,
participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the
shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of
directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.
Section 4. Non-Assessment
of Stock. The capital stock of the Corporation, after the amount of the subscription price has been
fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and
the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or
liabilities of the Corporation.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 1. Number
of Directors. The members of the governing board of the Corporation are styled as directors. The board
of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board
of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of
directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.
Section 2. Initial
Directors. The name and post office box or street address of the director(s) constituting the initial
board of directors is:
| Name |
Address |
| Llorn Kylo |
7702 E. Doubletree Ranch Rd. Ste 300, Scottsdale, AZ 88258 |
Section 3. Limitation
of Liability. The liability of directors and officers of the Corporation shall be eliminated or limited
to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to
further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall
be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.
Section 4. Payment
of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of
Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred
in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or
proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged
acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager,
or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in
any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner,
or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise,
shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements
made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is
successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein,
the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him
or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director
or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding
(including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative
or investigative, that such director or officer incurred in his or her capacity as a stockholder.
Section 5. Repeal
And Conflicts. Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer
of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4
above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.
ARTICLE V
TRANSACTIONS WITH STOCKHOLDERS
At such time, if any, as the
Corporation becomes a “resident domestic corporation”, as that term is defined in NRS 78,427, the Corporation
shall not be subject to, or governed by, any of the provision in NRS 78,411 to 78,444, inclusive, as may be amended from time
to time, or any successor statute.
ARTICLE VI
BYLAWS
The
board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant
to NRS 78.120.
IN
WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its Incorporator on
November 18, 2015.
/s/
Llorn Kylo
Llorn Kylo
BY-LAWS
OF
Praetorian
Property, inc.
(A
NEVADA CORPORATION)
ARTICLE
I
OFFICES
Section
1. Registered Office. The registered office of the corporation in the State of Nevada shall be at such place as the board
shall resolve.
Section
2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may
be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada
as the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE
II
CORPORATE
SEAL
Section
3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate
Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE
III
STOCKHOLDERS'
MEETINGS
Section
4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without
the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office
of the corporation required to be maintained pursuant to Section 2 hereof.
Section 5. Annual Meeting.
(a) The
annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as
may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of
Directors.
(b) At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction
of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive
offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business
on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in
the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than
thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be
timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and
not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public
announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date
of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date
of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other
information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing,
in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's
meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures
set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b),
and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting
shall not be transacted.
(c) Only
persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of
directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name,
age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the
class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements
or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant
to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation
14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any,
as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required
to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by
a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set
forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall
be disregarded.
(d) For
purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section
6. Special Meetings.
(a) Special
meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date,
and at such time, as the Board of Directors shall determine.
(b) If
a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying
the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or
by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the
Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35)
nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place
of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance
with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request,
the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained
in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action
of the Board of Directors may be held.
Section
7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting
of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice
of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice
thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by
proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
Section
8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation,
or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent
(50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence
of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote
of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by
law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that
directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of
such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action
with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation
or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast,
including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or
series.
Section
9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned
from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact
any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or
if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.
Section
10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders,
except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record
date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled
to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with
Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation
unless the proxy provides for a longer period.
Section
11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise,
or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written
notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds
all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote
is evenly split on any particular matter, each faction may vote the securities in question proportionally. If the instrument filed
with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection
(c) shall be a majority or even-split in interest.
Section
12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept
at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.
Section
13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders
called in accordance with these Bylaws, or by the written consent of the stockholders setting forth the action so taken and signed
by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote upon were present and voted.
Section
14. Organization.
(a) At
every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent,
the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders
entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.
(b) The
Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders
as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any,
the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining
order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of
the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions
on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments
by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.
Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with rules of parliamentary procedure.
ARTICLE
IV
DIRECTORS
Section
15. Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more
than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number
of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles
of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon
thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.
Section
16. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board
of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.
Section
17. Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified
in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided
in the Articles of Incorporation.
Section
18. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase
in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then
in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under
this Bylaw in the case of the death, removal or resignation of any director.
Section
19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation
to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of
Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one
or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion
of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.
Section
20. Removal. Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders
of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.
Section
21. Meetings.
(a) Annual
Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and
at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such
meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.
(b) Regular
Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of
the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation,
regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been
designated by resolution of the Board of Directors or the written consent of all directors.
(c) Special
Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held
at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any
two of the directors.
(d) Telephone
Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person at such meeting.
(e) Notice
of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by
telephone, facsimile, email or sms text message, during
normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director
by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived
in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director
attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
(f) Waiver
of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called
or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum
be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice.
All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.
Section
22. Quorum and Voting.
(a) Unless
the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section
43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the
Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting
whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed
for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
(b) At
each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative
vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these
Bylaws.
Section
23. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings
are filed with the minutes of proceedings of the Board of Directors or committee.
Section
24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board
of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any,
for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of
Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity
as an officer, agent, employee, or otherwise and receiving compensation therefor.
Section
25. Committees.
(a) Executive
Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by
law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority
to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize
the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority
in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of
the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation
or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders
a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.
(b) Other
Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time
appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist
of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by
the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive
Committee in these Bylaws.
(c) Term.
Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on
the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time
increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee
member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The
Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any
committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors
may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at
any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
(d) Meetings.
Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings
need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice
to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special
meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized
number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of
those present at any meeting at which a quorum is present shall be the act of such committee.
Section
26. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been
appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any
such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary,
or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.
ARTICLE
V
OFFICERS
Section
27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors,
the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary,
the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting
of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors
may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number
of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation
of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.
Section
28. Tenure and Duties of Officers.
(a) General.
All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected
and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by
the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.
(b) Duties
of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of
the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from
time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer
of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.
(c) Duties
of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless
the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive
Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other
powers as the Board of Directors shall designate from time to time.
(d) Duties
of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the
President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their
office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate
from time to time.
(e) Duties
of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts
and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws
of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.
The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President
may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary,
and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall designate from time to time.
(f) Duties
of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often
as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors,
shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties
commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the
Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability
of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall
perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to time.
Section
29. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to
any other officer or agent, notwithstanding any provision hereof.
Section
30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President
or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise
specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation
shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.
Section
31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of
a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time,
or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.
ARTICLE
VI
EXECUTION
OF CORPORATE INSTRUMENTS AND VOTING
OF
SECURITIES OWNED BY THE CORPORATION
Section
32. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or
document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf
of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon
the corporation.
Unless
otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages
and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal,
and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board
of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant
Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be
executed as aforesaid or in such other manner as may be directed by the Board of Directors.
All
checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the
corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.
Unless
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall
have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable
for any purpose or for any amount.
Section
33. Voting of Securities Owned by the Corporation. All stock and other securities 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 so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman
of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.
ARTICLE
VII
SHARES
OF STOCK
Section
34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is
consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number
of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if
he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof,
in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares
authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation
shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates
pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional
or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing
stock of the same class and series shall be identical.
Section
35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent
to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond
in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect
to the certificate alleged to have been lost, stolen, or destroyed.
Section
36. Transfers.
(a) Transfers
of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney
duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.
(b) The
corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes
of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by
such stockholders in any manner not prohibited by the Nevada Revised Statutes (“N.R.S.”), Chapter 78.
Section
37. Fixing Record Dates.
(a) In
order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
(b) In
order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section
38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE
VIII
OTHER
SECURITIES OF THE CORPORATION
Section
39. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock
certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President,
or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of
such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer
or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to
which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the
Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed
or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not
ceased to be such officer of the corporation.
ARTICLE
IX
DIVIDENDS
Section
40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles
of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.
Section
41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve
or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE
X
FISCAL
YEAR
Section
42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE
XI
INDEMNIFICATION
Section
43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.
(a) Directors
Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by N.R.S. Chapter 78;
provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors
and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection
with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided
by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under N.R.S. Chapter 78 or (iv) such
indemnification is required to be made under subsection (d).
(b) Employees
and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in N.R.S. Chapter
78.
(c) Expense.
The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or
executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition
of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately
that such person is not entitled to be indemnified under this Bylaw or otherwise.
Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation
to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which
event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a
manner that such person did not believe to be in or not opposed to the best interests of the corporation.
(d)
Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors
and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided
for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this
Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim
is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that
make it permissible under N.R.S. Chapter 78 for the corporation to indemnify the claimant for the amount claimed. In connection
with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect
to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither
the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because
he has met the applicable standard of conduct set forth in N.R.S. Chapter 78, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.
In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder,
the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under
this Article XI or otherwise shall be on the corporation.
(e)
Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity
while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by N.R.S. Chapter
78.
(f)
Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g)
Insurance. To the fullest extent permitted by N.R.S. Chapter 78, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.
(h)
Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw
in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any
agent of the corporation.
(i)
Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable
portion of this Bylaw that shall not have been invalidated, or by any other applicable law.
(j)
Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
(i) The
term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation,
prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative.
(ii) The
term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness
fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection
with any proceeding.
(iii) The
term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate existence had continued.
(iv) References
to a "director," "executive officer," "officer," "employee," or "agent" of the
corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively,
a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.
(v) References
to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this Bylaw.
ARTICLE
XII
NOTICES
Section
44. Notices.
(a) Notice
to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office
address as shown by the stock record of the corporation or its transfer agent.
(b) Notice
to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), by telephone,
facsimile, email or by sms text message, except that such
notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing
with the Secretary, or, in the absence of such filing, to the last known post office address of such director.
(c) Affidavit
of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder
or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving
the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
(d) Time
Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing,
and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time
of transmission.
(e) Methods
of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible
method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of
any other or others.
(f) Failure
to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege,
pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure
of such stockholder or such director to receive such notice.
(g) Notice
to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles
of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to
such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person
with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that
the action taken by the corporation is such as to require the filing of a certificate under any provision of N.R.S. Chapter 78,
the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.
(h) Notice
to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation
or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings
or of the taking of action by written consent without a meeting to such person during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities
during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation
and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.
If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that
notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require
the filing of a certificate under any provision of N.R.S. Chapter 78, the certificate need not state that notice was not given
to persons to whom notice was not required to be given pursuant to this paragraph.
ARTICLE
XIII
AMENDMENTS
Section
45. Amendments.
The
Board of Directors shall have the sole power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation.
ARTICLE
XIV
LOANS
TO OFFICERS
Section
46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer
or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation
or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured,
or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock
of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.
ARTICLE
XV
BOARD
OF ADVISORS
Section
47. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals
who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the
officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other
such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation.
The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the
Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority
within the corporation or any decision making power and shall be merely advisory in nature. Unless the Board of Directors determines
another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or
reject such appointments.
Declared
and certified as the Bylaws of Praetorian Property, Inc. on November 18, 2015.
Signature
of Officer: /s/ Llorn Kylo
Name
of Officer: Llorn Kylo
Position
of Officer: President
Praetorian Property (CE) (USOTC:PRRE)
Historical Stock Chart
From Nov 2024 to Dec 2024
Praetorian Property (CE) (USOTC:PRRE)
Historical Stock Chart
From Dec 2023 to Dec 2024
