Unassociated Document


    

       

      BY-LAWS
        OF

      INVISA,
        INC.

      A
        NEVADA CORPORATION

      


      ARTICLE
        I STOCKHOLDER'S MEETINGS

      


       

      A)
        ANNUAL
        MEETINGS shall be held on or before the anniversary of the Corporation each
        year, or at such other time as may be determined by the Board of Directors
        or
        the President, for the purposes of electing directors, and transacting such
        other business as may properly come before the meeting.

       

      B)
        SPECIAL MEETINGS may be called at any time by the Board of Directors or by
        the
        President, and shall be called by the President or the Secretary at the written
        request of the holders of a majority of the shares then outstanding and entitled
        to vote.

       

      C)
        WRITTEN NOTICE stating the time and place of the meeting, signed by the
        President or the Secretary, shall be served either personally or by mail,
        not
        less than ten (10) nor more than sixty (60) days before the meeting upon
        each
        Stockholder entitled to vote. Said notice shall state the purpose for which
        the
        meeting is called, no other business may be transacted at said meeting, unless
        by unanimous consent of all Stockholders present, either in person or by
        proxy.


       

      D)
        PLACE
        of all meetings shall be at the principal office of the Corporation, or at
        such
        other place as the Board of Directors or the President may designate.


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      E)
        A
        QUORUM necessary for the transaction of business at a Stockholder's meeting
        shall be twenty-five percent (25%) of the stock issued and outstanding, either
        in person or by proxy. If a quorum is not present, the Stockholders
        present may adjourn to a future time, and notice of the future time must
        be
        served as provided in Article I, C), if a quorum is present they may adjourn
        from day to day, without notice. 

       

      F)
        VOTING: Each Stockholder shall have one vote for each share of stock registered
        in his name on the books of the Corporation, a majority vote shall authorize
        any
        corporate action, except the election of the Directors, who shall be elected
        by
        a plurality of the votes cast. 

       

      G)
        PROXY:
        At any meeting of the Stockholders any Stockholder may be represented and
        vote
        by a proxy, appointed in writing and signed. No proxy shall be valid after
        the
        expiration of six (6) months from date of its execution, unless the person
        executing it specifies the length of time it is to continue in force, which
        in
        no case shall exceed seven (7) years from its execution. 

       

      H)
        CONSENT: Any action, except election of Directors, which may be taken by
        a vote
        of Stockholders at a meeting, may be taken without a meeting if
        authorized
        by a written consent of Stockholders holding at least a majority of the voting
        power.

       

      
        
           

        

        
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      ARTICLE
        II BOARD OF DIRECTORS

      


      A)
        OFFICE: At least one person chosen annually by the Stockholders shall constitute
        the Board of Directors. Additional Directors may be appointed by the Board
        of
        Directors. The Director's term shall be for one year, and Directors may be
        re-elected for successive annual terms.

       

      B)
        DUTIES: The Board of Directors shall be responsible for the control and
        management of the affairs, property and interests of the Corporation and
        may
        exercise all powers of the Corporation, except as are in the Articles of
        Incorporation or by statute expressly conferred upon or reserved to the
        Stockholders.

       

      C)
        MEETINGS: Regular meetings of the Board of Directors shall be held immediately
        following the annual meeting of the Stockholders, at the place of the annual
        meeting of the Stockholders, or at such other time and place as the Board
        of
        Directors shall by resolution establish. Notice of any regular meeting shall
        not
        be required, unless the Board of Directors shall change the time or place
        of the
        regular meeting, notice must be given to each Director who was not present
        at
        the meeting at which change was made. Special meetings may be called by the
        President or by one of the Directors at such time and place specified in
        the
        notice or waiver of notice thereof. The notice of special meeting shall be
        mailed to each Director at least five (5) days before the meeting day, or
        if the
        notice is delivered personally, by telegram or telephone then the notice
        must be
        delivered the day before the meeting. Special meetings may be called without
        notice, provided a written waiver of notice is executed by a majority of
        the
        Board of Directors. 

       

      
        
           

        

        
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      D)
        CHAIRMAN: At all meetings of the Board of Directors, the Chairman shall preside.
        If there is no Chairman one shall be chosen by the Directors. 

       

      E)
        QUORUM: A majority of the Board of Directors shall constitute a quorum.


       

      F)
        VACANCIES: Any vacancy in the Board of Directors, unless the vacancy was
        caused
        by stockholder removal of a Director, shall be filled for the unexpired term
        by
        a majority vote of the remaining Directors, though less than a quorum, at
        any
        regular or special meeting of the Board of Directors called for that
        purpose.

      


      G)
        A
        RESOLUTION in writing signed by a majority of the Board of Directors, shall
        constitute action by the Board, with the same force and effect as though
        such
        resolution had been passed at a duly convened meeting. The Secretary shall
        record each resolution in the minute book.

      


      H)
        COMITTEES may be appointed by a majority of the Board of Directors from its
        number, by resolution, with such powers and authority to manage the business
        as
        granted by the resolution.

      


      I)
        SALARIES of the corporate Officers shall be determined by the Board of
        Directors.

      


      
        
           

        

        
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      ARTICLE
        III OFFICERS

      


      A)
        TITLE:
        This Corporation shall have a President, Secretary, Treasurer, and such other
        officers as may be necessary. Any two or more offices may be held by the
        same
        person. The Officers shall be appointed by the Board of Directors at the
        regular
        annual meeting of the Board.

      


      B)
        DUTIES:

      


      THE
        PRESIDENT SHALL:

      1)
        Be the
        Chief Executive Officer of the Corporation.

      2)
        Preside at all meetings of the Directors and the Stockholders.

      3)
        Sign
        or countersign all certificates, contracts and other instruments of the
        Corporation as authorized by the Board of Directors and shall perform all
        such
        other incidental duties.

      


      THE
        SECRETARY SHALL:

      


      1)
        Have
        charge of the corporate books, responsible to make the necessary reports
        to the
        Stockholders and the Board of Directors.

      2)
        Prepare and disseminate notices, waivers, consents, proxies and other material
        necessary for all meetings.

      3)
        File
        the sixty (60) day list of Officers, Directors, name of the Resident Agent
        and
        the filing fee to the Secretary of State. 

       

      4)
        File
        the designation of Resident Agent in the office of the County Clerk in which
        the
        principal office of the Corporation in Nevada is located. 

       

      5)
        File
        the annual list of Officers, Directors and designation of Resident Agent
        along
        with the filing fee. 

       

      6)
        Be the
        custodian of the certified articles of incorporation, bylaws and amendments
        thereto. 

       

      7)
        Supply
        to the Resident Agent or Principal Corporate Nevada Office the name of the
        custodian of the stock ledger or duplicate stock ledger, along with the complete
        Post Office address of the custodian, where such stock ledger or duplicate
        stock
        ledger is kept. 

       

      
        
           

        

        
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      THE
        TREASURER SHALL: 

       

      1)
        Have
        the custody of all monies and securities of the Corporation and shall keep
        regular books of account. 

       

      2)
        Perform all duties incidental to his office as directed of him by the Board
        of
        Directors and the President.

      


      ARTICLE
        IV STOCK

       

      A)
        The
        certificates representing shares of the Corporation's stock shall be in such
        form as shall be adopted by the Board of Directors, numbered and registered
        in
        the order issued. The certificates shall bear the following; the holders
        name,
        the number of shares of stock, the signature either of the Chairman of the
        Board
        of Directors or the President, and either the Secretary or
        Treasurer.

       

      B)
        No
        certificate shall be issued until the full amount of consideration has been
        paid, except as otherwise provided by law.

       

      C)
        Each
        share of stock shall entitle the holder to one vote.

      


      ARTICLE
        V DIVIDENDS

       

      DIVIDENDS
        may be declared and paid out of any funds available therefor, as often, in
        such
        amounts as the Board of Directors may determine, except as limited by
        law.

       

      


      
        
           

        

        
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      ARTICLE
        VI FISCAL YEAR

       

      THE
        FISCAL YEAR of the Corporation shall be determined by the Board of Directors.
        

       

      


       

      ARTICLE
        VII INDEMNIFICATION

       

      PURSUANT
        TO NRS 78.751 any person who is a Director, Officer, Employee, or Agent of
        this
        Corporation, who becomes a party to an action is entitled to indemnification
        against expenses including attorney fees, judgments, fines and amounts paid
        in
        settlement, if he acted in good faith and he reasoned his conduct or action
        to
        be in the best interest of the Corporation.

       

      


       

      ARTICLE
        VIII AMENDMENTS

       

      A)
        STOCKHOLDERS shall have the authority to amend or repeal all the bylaws of
        the
        Corporation and enact new bylaws, by affirmative vote of the majority of
        the
        outstanding shares of stock entitled to vote.

       

      


      B)
        THE
        BOARD OF DIRECTORS shall have the authority to amend, repeal, or adopt new
        bylaws of the Corporation, but shall not alter or repeal any bylaws adopted
        by
        the Stockholders of the Corporation.

       

      
        
           

        

        
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