EXHIBIT
3.1
Amended
and Restated Bylaws
AMENDED
AND RESTATED BYLAWS
OF
NOVASTAR
RESOURCES LTD.
a
Nevada corporation
(the
“Corporation”)
_________
ARTICLE
I
STOCK
SECTION
1.1 Certificates
Representing Stock.
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 or Vice-Chairman
of the Board of Directors, if any, or by the President or a Vice-President
and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation or by agents designated by the Board of Directors,
certifying the number of shares owned by him in the Corporation and setting
forth any additional statements that may be required by the General Corporation
Law of the State of Nevada (General Corporation Law). If any such certificate
is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, a facsimile of the signature of the officers, the transfer
agent or the transfer clerk or the registrar of the Corporation may be printed
or lithographed upon the certificate in lieu of the actual signatures. If any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any certificate or certificates shall cease
to be such officer or officers of the Corporation before such certificate or
certificates shall have been delivered by the Corporation, the certificate
or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the Corporation.
Whenever
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, the certificates representing stock
of any such class or series shall set forth thereon the statements prescribed
by
the General Corporation Law. Any restrictions on the transfer or registration
of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
SECTION
1.2 Lost,
Stolen or Destroyed Certificates.
The
Corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed,
and
the Board of Directors may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
EXHIBIT
3.1
Amended
and Restated Bylaws
SECTION
1.3 Fractional
Share Interests.
The
Corporation is not obliged to but may execute and deliver a certificate for
or
including a fraction of a share. In lieu of executing and delivering a
certificate for a fraction of a share, the Corporation may proceed in the manner
prescribed by the provisions of Section 78.205 of the General Corporation
Law.
SECTION
1.4 Stock
Transfers.
Upon
compliance with provisions restricting the transfer or registration of transfer
of shares of stock, if any, transfers or registration of transfers of shares
of
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of
the Corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes, if any, due thereon.
ARTICLE
II
STOCKHOLDERS’
MEETINGS; VOTING
SECTION
2.1. Record
Date for Stockholders.
For
the
purpose of determining the stockholders entitled to notice of or to vote at
any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of
any dividend or other distribution or the allotment of any rights, or 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 directors may fix,
in
advance, a record date, which shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any
other action. If a record date is not fixed, the record date is at the close
of
business on the day before the day on which notice is given or, if notice is
waived, at the close of business on the day before the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at
any
meeting of stockholders applies to an adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. The directors must fix a new record date if the meeting is adjourned
to
a date more than sixty days later than the date set for the original
meeting.
SECTION
2.2. Meaning
of Certain Terms. As
used
in these Bylaws in respect of the right to notice of a meeting of stockholders
or a waiver thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term "share" or
"shares" or "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is
authorized to issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class upon which
or
upon whom the Articles of Incorporation confers such rights where there are
two
or more classes or series of shares of stock or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the articles
of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Articles of
Incorporation.
EXHIBIT
3.1
Amended
and Restated Bylaws
SECTION
2.3. Time
of Meetings.
The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall be held
on
a date within thirteen months after the organization of the Corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be
held
on the date and at the time fixed by the directors.
SECTION
2.4. Place
of Meetings.
Annual
meetings and special meetings shall be held at such place, within or without
the
State of Nevada, as the directors may, from time to time, fix. Stockholders
may participate in a meeting of stockholders by means of a conference telephone
or similar method of communication by which all persons participating in the
meeting can hear each other.
SECTION
2.5. Call.
Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.
SECTION
2.6. Notice
and Waiver of Notice.
Notice
of
all meetings shall be in writing and signed by the President or a
Vice-President, or the Secretary, or an Assistant Secretary, or by such other
person or persons as the directors must designate. The notice must state the
purpose or purposes for which the meeting is called and the time when, and
the
place, where it is to be held. A copy of the notice must be either delivered
personally or mailed postage prepaid to each stockholder not less than ten
nor
more than sixty days before the meeting. If mailed, it must be directed to
the
stockholder at his address as it appears upon the records of the Corporation.
Any stockholder may waive notice of any meeting by a writing signed by him,
or
his duly authorized attorney, either before or after the meeting; and if notice
of any kind is required to be given under the provisions of the General
Corporation Law, a waiver thereof in writing and duly signed whether before
or
after the time stated therein, shall be deemed equivalent thereto.
SECTION
2.7. Conduct
Of Meetings.
Meetings
of the stockholders shall be presided over by one of the following officers
in
the order of seniority and if present and acting - the Chairman of the Board,
if
any, the Vice-Chairman of the Board, if any, the President, a Vice-President,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but
if
neither the Secretary nor an Assistant Secretary is present the Chairman of
the
meeting shall appoint a secretary of the meeting.
SECTION
2.8. Proxy
Representation.
At
any
meeting of stockholders, any stockholder may designate another person or persons
to act for him by proxy in any manner described in, or otherwise authorized
by,
the provisions of Section 78.355 of the General Corporation Law.
EXHIBIT
3.1
Amended
and Restated Bylaws
SECTION
2.9. Inspectors.
The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If
an
inspector or inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any person who may
be
appointed as an inspector fails to appear or act, the vacancy may be filled
by
appointment made by the directors in advance of the meeting or at the meeting
by
the person presiding thereat. Each inspector, if any, before entering upon
the
discharge of his duties, shall take and sign an oath faithfully to execute
the
duties of inspector at such meeting with strict impartiality and according
to
the best of his ability. The inspectors, if any, shall determine the number
of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all
challenges and questions arising in connection with the right to vote, count
and
tabulate all votes, ballots or consents, determine the result, and do such
acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him
or
them.
SECTION
2.10. Quorum.
A
majority of the voting power, which includes the voting power that is present
in
person or by proxy, regardless of whether the proxy has authority to vote on
all
matters, constitutes a quorum at a meeting of stockholders for the transaction
of business unless the action to be taken at the meeting shall require a greater
proportion. The stockholders present may adjourn the meeting despite the absence
of a quorum
SECTION
2.11. Voting.
Each
share of stock shall entitle the holder thereof to one vote. In the election of
directors, a plurality of the votes cast shall elect. Any other action is
approved if the number of votes cast in favor of the action exceeds the number
of votes cast in opposition to the action, except where the General Corporation
Law, the Articles of Incorporation, or these Bylaws prescribe a different
percentage of votes and/or a different exercise of voting power. In the election
of directors, voting need not be by ballot; and, except as otherwise may be
provided by the General Corporation Law, voting by ballot shall not be required
for any other action.
SECTION
2.12. Action
Without Meetings.
Except
as
may otherwise be provided by the General Corporation Law, any action required
or
permitted to be taken at a meeting of the stockholders may be taken without
a
meeting if, before or after the action, a written consent thereto is signed
by
stockholders holding at least a majority of the voting power; provided that
if a
different proportion of voting power is required for such an action at a
meeting, then that proportion of written consents is required. In no instance
where action is authorized by written consent need a meeting of stockholders
be
called or noticed.
EXHIBIT
3.1
Amended
and Restated Bylaws
ARTICLE
III
BOARD
OF
DIRECTORS
SECTION
3.1. Functions
and Definitions.
The
business and affairs of the Corporation shall be managed by the Board of
Directors of the Corporation. The Board of Directors shall have authority to
fix
the compensation of the members thereof for services in any capacity. The use
of
the phrase "whole Board" herein refers to the total number of directors which
the Corporation would have if there were no vacancies.
SECTION
3.2. Qualifications
and Number.
Each
director must be at least 18 years of age. A director need not be a stockholder
or a resident of the State of Nevada. The number of directors constituting
the
whole board shall be at least one and may be fixed from time to time by action
of the stockholders or of the directors.
SECTION
3.3. Election
and Term.
Directors
may be elected in the manner prescribed by the provisions of Sections 78.320
through 78.335 of the General Corporation Law of Nevada. The first Board of
Directors shall hold office until the first election of directors by
stockholders and until their successors are elected and qualified or until
their
earlier resignation or removal. Any director may resign at any time upon written
notice to the Corporation. Thereafter, directors who are elected at an election
of directors by stockholders, and directors who are elected in the interim
to
fill vacancies and newly created directorships, shall hold office until the
next
election of directors by stockholders and until their successors are elected
and
qualified or until their earlier resignation or removal. In the interim between
elections of directors by stockholders, newly created directorships and any
vacancies in the Board of Directors, including any vacancies resulting from
the
removal of directors for cause or without cause by the stockholders and not
filled by said stockholders, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the
sole
remaining director.
SECTION
3.4. Time
of Meetings.
Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.
SECTION
3.5. Place
of Meetings.
Meetings
shall be held at such place within or without the State of Nevada as shall
be
fixed by the Board.
Members
of the Board or of any committee which may be designated by the Board may
participate in a meeting of the Board or of any such committee, as the case
may
be, by means of a telephone conference or similar method of communication by
which all persons participating in the meeting hear each other. Participation
in
a meeting by said means constitutes presence in person at the
meeting.
SECTION
3.6. Call.
No
call
shall be required for regular meetings for which the time and place have been
fixed. Special meetings may be called by or at the direction of the Chairman
of
the Board, if any, the Vice-Chairman of the Board, if any, of the President,
or
of a majority of the directors in office.
SECTION
3.7. Notice
and Waiver.
No
notice
shall be required for regular meetings for which the time and place have been
fixed. Written, oral, or any other mode of notice of the time and place shall
be
given for special meetings in sufficient time for the convenient assembly of
the
directors thereat. Notice if any need not be given to a director or to any
member of a committee of directors who submits a written waiver of notice signed
by him before or after the time stated therein.
EXHIBIT
3.1
Amended
and Restated Bylaws
SECTION
3.8. Quorum
and Action.
A
majority of the directors then in office, at a meeting duly assembled, shall
constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except
as
the Articles of Incorporation or these Bylaws may otherwise provide, and except
as otherwise provided by the General Corporation Law, the act of the directors
holding a majority of the voting power of the directors, present at a meeting
at
which a quorum is present, is the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships
in
the Board or action of disinterested directors.
SECTION
3.9. Chairman
of the Meeting.
The
Chairman of the Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
and
acting, or the President, if present and acting, or any other director chosen
by
the Board, shall preside.
SECTION
3.10. Action
Without Meetings.
Any
action required or permitted to be taken at a meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if, before or after
the action, a written consent thereto is signed by all the members of the Board
or of the committee, as the case may be.
SECTION
3.11. Removal
of Directors.
Any
or
all of the directors may be removed for cause or without cause in accordance
with the provisions of the General Corporation Law.
SECTION
3.12. Committees.
Whenever
its number consists of two or more, the Board of Directors may designate one
or
more committees which have such powers and duties as the Board shall determine.
Any such committee, to the extent provided in the resolution or resolutions
of
the Board, shall have and may exercise the powers and authority of the Board
of
Directors in the management of the business and affairs of the Corporation
and
may authorize the seal or stamp of the Corporation to be affixed to all papers
on which the Corporation desires to place a seal or stamp. Each committee must
include at least one director. The Board of Directors may appoint natural
persons who are not directors to serve on committees.
ARTICLE
IV
OFFICERS
SECTION
4.1. Officers.
The
Corporation must have a President, a Secretary, and a Treasurer, and, if deemed
necessary, expedient, or desirable by the Board of Directors, a Chairman of
the
Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers and agents with such titles as the
resolution choosing them shall designate. Each of any such officers must be
natural persons and must be chosen by the Board of Directors or chosen in the
manner determined by the Board of Directors.
Any
person may hold two or more offices, as the directors may
determine.
EXHIBIT
3.1
Amended
and Restated Bylaws
SECTION
4.2. Qualifications.
Except
as may otherwise be provided in the resolution choosing him, no officer other
than the Chairman of the Board, if any, and the Vice-Chairman of the Board,
if
any, need be a director.
SECTION
4.3. Term.
Unless
otherwise provided in the resolution choosing him, each officer shall be chosen
for a term which shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor shall
have been chosen or until his resignation or removal before the expiration
of
his term.
SECTION
4.4. Removal
and Vacancies.
Any
officer may be removed, with or without cause, by the Board of Directors or
in
the manner determined by the Board.
Any
vacancy in any office may be filled by the Board of Directors or in the manner
determined by the Board.
SECTION
4.5. Duties
and Authority.
All
officers of the Corporation shall have such authority and perform such duties
in
the management and operation of the Corporation as shall be prescribed in the
resolution designating and choosing such officers and prescribing their
authority and duties, and shall have such additional authority and duties as
are
incident to their office except to the extent that such resolutions or
instruments may be inconsistent therewith.
ARTICLE
V
INDEMNIFICATION
The
Corporation shall indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the
fact
that such person, or a person of whom he or she is the legal representative,
is
or was a director, officer, employee, or agent of the Corporation or any
predecessor of the Corporation, or serves or served any other enterprise as
a
director, officer, employee, or agent at the request of the Corporation or
any
predecessor of the Corporation.
The
Corporation shall pay any expenses reasonably incurred by a director or officer
in defending a civil or criminal action, suit, or proceeding in advance of
the
final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation under this Article or otherwise. The Corporation
may, by action of its Board of Directors, provide for the payment of such
expenses incurred by employees and agents of the Corporation as it deems
appropriate.
EXHIBIT
3.1
Amended
and Restated Bylaws
The
rights conferred on any person under this Article shall not be deemed exclusive
of any other rights that such person may have or hereafter acquire under any
statute, provision of the Corporation’s Articles of Incorporation, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. All
rights to indemnification and to the advancement of expenses under this Article
shall be deemed to be provided by a contract between the Corporation and the
director, officer, employee, or agent who serves in such capacity at any time
while these Bylaws and any other relevant provisions of the General
Corporation Law
and any
other applicable law, if any, are in effect. Any repeal or modification thereof
shall not affect any rights or obligations then existing.
ARTICLE
VI
MISCELLANEOUS
SECTION
6.1. Registered
Office.
The
location of the initial registered office of the Corporation in the State of
Nevada is the address of the initial resident agent of the Corporation, as
set
forth in the original Articles of Incorporation.
SECTION
6.2. Records.
The
Corporation shall maintain at said registered office a copy, certified by the
Secretary of State of the State of Nevada, of its Articles of Incorporation,
and
all amendments thereto, and a copy, certified by the Secretary of the
Corporation, of these Bylaws, and all amendments thereto. The Corporation shall
also keep at said registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the Corporation, showing their places of residence,
if
known, and the number of shares held by them respectively or a statement setting
out the name of the custodian of the stock ledger or duplicate stock ledger,
and
the present and complete post office address, including street and number,
if
any, where such stock ledger or duplicate stock ledger is kept.
SECTION
6.3. Corporate
Seal.
The
corporate seal or stamp shall be in such form as the Board of Directors may
prescribe.
SECTION
6.4. Fiscal
Year.
The
fiscal year of the Corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
SECTION
6.5. Off-Shore
Offerings.
In all
offerings of securities pursuant to Regulation S of the Securities Act of 1933
(the “Act”), the Corporation shall require that its stock transfer agent refuse
to register any transfer of securities not made in accordance with the
provisions of Regulation S, pursuant to registration under the Securities Act
of
1933 or an available exemption under the Act.
SECTION
6.6. Amendment.
These
Bylaws may be altered, amended, or repealed at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, or repeal be contained in the notice of such special
meeting.
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