最新xx有限责任公司章程-中英对照版.doc

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1、Four short words sum up what has lifted most successful individuals above the crowd: a little bit more.-author-datexx有限责任公司章程-中英对照版xx有限责任公司章程-中英对照版BYLAWS OF XXXX, INC.-ARTICLE I OFFICES1.01 Registered Office. The registered office, until changed by action of the Board of Directors, shall be 738 High

2、way 6 South, Houston, Texas, 77079, USA.1.02 Other Offices. The corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or as the business of the corporation may require. ARTICLE II MEETINGS OF THE SH

3、AREHOLDERS2.01 Place of Meetings. All meetings of shareholders for the election of directors or for any other proper purpose shall be held at such place within or without the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly e

4、xecuted waiver of notice thereof.2.02 Annual Meeting. An annual meeting of shareholders shall be held at such time and date as the Board of Directors may determine. At such meeting the shareholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly

5、 be brought before the meeting. 2.03 Special Meetings. Special meetings of shareholders may be called by the Chairman of the Board of Directors, the President, the Board of Directors, or the holders of at least 10% of all the shares entitled to vote at the proposed special meeting. If not otherwise

6、fixed in accordance with these Bylaws, the record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of such meeting. 2.04 Notice of Annual or Special Meeting. Written or printed notice stating the place, day, and hour of the meeti

7、ng and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, or by any other method permitted by applicable law, by or at the direction of the

8、President, the Secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the share transf

9、er records of the corporation, with postage thereon prepaid. Whenever any notice is required to be given to any shareholder under the provisions of any law, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether bef

10、ore or after the time stated therein, shall be deemed equivalent to the giving of such notice.2.05 Business at Special Meeting. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice thereof. 2.06 Quorum of Shareholders. Unless otherwise

11、provided in the Certificate of Formation, the holders of a majority of the shares entitled to vote at a meeting of shareholders, represented in person or by proxy, shall constitute a quorum for any matter to be presented at that meeting. If, however, a quorum shall not be present or represented at a

12、ny meeting of the shareholders, the holders of a majority of the shares represented in person or by proxy at the meeting shall have the power to adjourn the meeting until such time and to such place as they shall determine, without notice other than announcement at the meeting. At such adjourned mee

13、ting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, and the subsequent withdrawal of any

14、 shareholder or the refusal of any shareholder to vote shall not affect the presence of a quorum at the meeting.2.07 Act of Shareholders Meeting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the s

15、hares entitled to vote is required by law or the Certificate of Formation, the affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, that matter at a meeting of shareholders at which a quorum is present

16、shall be the act of shareholders. Unless otherwise provided in the Certificate of Formation, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. 2.08 Voting of Sh

17、ares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent otherwise provided by law or the Certificate of Formation. At each election for directors, every shareholder entitled to vote at such

18、 election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote. No shareholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such direct

19、ors to be elected multiplied by the number of shares owned by such shareholder or by distributing such votes on the same principle among any number of such candidates. 2.09 Proxies. At any meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote either in pers

20、on or by proxy executed in writing by the shareholder. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of th

21、is section. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, shall be sp

22、ecifically enforceable against the holder of those shares or any successor or transferee of the holder. Unless noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is ineffective against a t

23、ransferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against any subsequent transferee (whether or not for value), but such an irrevocable proxy shall be specifically enforceable against any other person who is not a transferee for val

24、ue from and after the time that the person acquires actual knowledge of the existence of the irrevocable proxy. 2.10 Voting List. The officer or agent having charge of the share transfer records for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complet

25、e list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each shareholder, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office or prin

26、cipal place of business of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list also shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole tim

27、e of the meeting. The original share transfer records shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any such meeting of shareholders.2.11 Action by Written Consent Without a Meeting. Any action required or permitted to be

28、 taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holder or holders of all the shares entitled to vote with respect to the acti

29、on that is the subject of the consent or consents. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by the shareholder, shall be regarded as signed by the shareholder for purposes of this

30、section.ARTICLE III BOARD OF DIRECTORS3.01 Powers. The powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors, which may exercise all such powers of the corporation and

31、 do all such lawful acts and things as are not by law, the Certificate of Formation, or these Bylaws directed or required to be exercised and done by the shareholders.3.02 Number of Directors. The initial Board of Directors shall consist of seven (7) directors, four (4) Directors appointed by Lanhai

32、 International Ltd and three (3) Directors appointed by Alpha Optima Holdings LLC. Thereafter, the number of directors shall be determined by resolution of the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. 3.03

33、Election and Term. The directors, other than the initial Board of Directors, shall be elected at each annual meeting of the shareholders, except as provided in Section 3.04 of this Article, and each director elected shall hold office until the next succeeding annual meeting or until his earlier deat

34、h, resignation, or removal in accordance with these Bylaws. Directors need not be residents of the State of Texas or shareholders of the corporation.3.04 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the designation of a successor to such Director in accordance with Sec

35、tion 3.3 of Shareholders Agreement of COTEC, Inc A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office c

36、ontinuing only until the next election of one or more directors by the shareholders. 3.05 Resignation and Removal. Any director may resign at any time upon giving written notice to the corporation. At any meeting of shareholders called expressly for the purpose of removing a director or directors, a

37、ny director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. 3.06 Compensation of Directors. As specifically prescribed from time to time by resolution of the Board of Direc

38、tors, the directors of the corporation may be paid their expenses of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary in their capacity as directors. This provision shall not preclude any director from serving the corp

39、oration in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service on any such committee.3.07 Chairman of the Board. The Chairman of the Board shall be appointed by Lanhai International Ltd to serve until his succ

40、essor is appointed or until his earlier death, resignation or removal. Subject to the authority of the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as usually pertain to such position or as may be de

41、legated by the Board of Directors. ARTICLE IV MEETINGS OF THE BOARD4.01 First Meeting. The first meeting of each newly elected Board of Directors shall be held without notice immediately following the shareholders annual meeting at which such directors were elected, at the same place as such shareho

42、lders meeting or at such other time and place either within or without the State of Texas as shall be designated by the Secretary upon the written request of a majority of the directors then elected. 4.02 Regular Meetings. Regular meetings of the Board of Directors may be held with or without notice

43、 at such time and at such place either within or without the State of Texas as from time to time shall be prescribed by resolution of the Board of Directors.4.03 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President, and

44、 shall be called by the Chairman of the Board of Directors, the President, or the Secretary on the written request of two directors. Written notice of special meetings of the Board of Directors shall be given to each director at least 24 hours prior to the time of the meeting, to the address and in

45、the method specified in the Shareholders Agreement of COTEC, Inc. (for the directors elected pursuant to Section 3.1(e) and (f) of the Shareholders Agreement, such notice may be sent to the person or entity that designated such director), or if not specified in the Shareholders Agreement, in accorda

46、nce with applicable law.4.04 Methods of Giving Notice. Whenever any notice is required to be given to any director under the provisions of any law, the Certificate of Formation, or these Bylaws, it shall be given in writing and delivered personally or mailed, or delivered by any other method permitt

47、ed under applicable law, to such director at such address as appears on the records of the corporation, and, if mailed, such notice shall be deemed to be delivered at the time when the same shall be deposited in the United States mail with sufficient postage thereon prepaid.4.05 Waiver of Notice. Wh

48、enever any notice is required to be given to any director under the provisions of any law, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the director or directors entitled to such notice, whether before or after the time stated therein, shall be deemed equivale

49、nt to the giving of such notice.4.06 Attendance as Waiver. Attendance of a director at a meeting of the Board of Directors or a committee thereof shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the