Sec. 1. Annual Meeting.
The annual meeting of Stockholders shall be held at the principal
office of the Corporation, in the State of New Mexico, on the first day of May of each
year, at 7 p.m. o'clock. If the day so designated falls upon a Sunday or a legal
holiday, then the meeting shall be held upon the first secular day thereafter. The
Secretary shall serve personally, or by mail, a written notice thereof, addressed to each
stockholder at his address as it appears on the stock book; but at any meeting at which
all stockholders shall be present, or of which all stockholders not present have waived
notice in writing, the giving of notice as above required may be dispensed with.
Sec. 2. Quorum.
The presence, in person or by proxy, of
the holders of 70% of the outstanding stock entitled to vote shall be necessary to
constitute a quorum for the transaction of business, but a lesser number may adjourn to
some future time not less than nor more than seven days later, and the Secretary shall
thereupon give at least two days notice by mail to each stockholder entitled to vote who
was absent from such meeting.
Sec. 3. Special Meetings.
Special Meetings of Stockholders other
than those regulated by statute, may be called at any time by a majority of the Directors.
Notice of such meeting stating the purpose for which it is called shall be served
personally or by mail, not less than 7 days before the date set for such meeting. If
mailed; it shall be directed to a stockholder at his address as it appears on the stock
book; but at any meeting at which all stockholders shall be present, or of which
stockholders not present have waived notice in writing, the giving of notice as above
described may be dispensed with. The Board of Directors shall also, in like manner,
call a special meeting of stockholders whenever so requested in writing by stockholders
representing not less than 75% of the capital stock of the company. No business
other than that specified in the call for the meeting shall be transacted at any meeting
of the stockholders.
Sec. 4. Voting.
meetings of the Stockholders all questions, the manner of deciding which is not
specifically regulated by statute, shall be determined by a majority vote of the
Stockholders present in person or by proxy; provided however that any qualified voter may
demand a stock vote, in which case each Stockholder present, in person or by proxy, shall
be entitled to cast one vote for each share of stock owned or represented by him. All
voting shall be viva voce, except that a stock vote shall be by ballot, each
of which shall state the name of the Stockholder voting and the number of shares owned by
him, and in addition, if such ballot be cast by proxy, the name of the proxy shall be
stated. The casting of all votes at special meetings of stockholders shall be governed by
the provisions of the Corporation Laws of this State.
Sec. 5. Order of Business.
The order of business at all meetings
of the stockholders, shall be as follows:
1. Roll Call.
2. Proof of notice of meeting or
waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Inspectors of Election.
7. Election of Directors.
8. Unfinished Business.
9. New Business.
Sec. 1. Number.
The affairs and business of this Corporation shall be managed by a
Board of 5 Directors, who need not be stockholders of record, and at least one of such
Directors shall be a resident of the State of New Mexico and a citizen of the United
Sec. 2. How Elected.
At the annual meeting of Stockholders, the 5 persons receiving the
highest number of the votes cast shall be directors and shall constitute the Board of
Directors for the ensuing year.
Sec. 3. Term of Office.
The term of office of each of the
Directors shall be one year, and thereafter until his successor has been elected.
Sec. 4. Duties of Directors.
The Board of Directors shall have the control and general management
of the affairs and business of the Company. Such Directors shall in all cases act as
a Board, regularly convened, by a majority, and they may adopt such rules and regulations
for the conduct of their meetings and the management of the Company, as they may deem
proper, not inconsistent with these By-Laws and the laws of the State of New Mexico.
Sec. 5. Directors' Meetings.
Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the Stockholders, and
at such other times as the Board of Directors may determine. Special meetings of the
Board of Directors may be called by the President at any time, and shall be called by the
President or the Secretary upon the written request of 2 directors.
Sec. 6. Notice of Meetings.
Notice of meetings, other than the
regular annual meetings, shall be given by service upon each Director in person; or by
mailing to him at his last known post-office address, at least 4 days before the date
therein designated for such meeting, including that day of mailing, of a written or
printed notice thereof specifying the time and place of such meeting, and the business to
be brought before the meeting and no business other than that specified in such notice
shall be transacted at any special meeting. At any meeting at which every member of
the Board of Directors shall be present, although held without notice, any business may be
transacted which might have been transacted if the meeting had been duly called.
Sec. 7. Quorum.
At any meeting of the Board of
Directors, 3 of the Board shall constitute a quorum for the transaction of business; but
in the event of a quorum not being present, a less number may adjourn the meeting to some
future time, not more than 7 days later.
Sec. 8. Voting.
At all meetings of the Board of
Directors, each Director is to have one vote, irrespective of the number of shares of
stock that he may hold.
Sec. 9. Vacancies.
Vacancies in the Board occurring between annual meetings shall be
filled for the unexpired portion of the term by a majority of the remaining Directors.
Sec. 10. Removal of Directors.
Any one or more of the Directors may be removed either with or without cause, at any time
by a vote of the stockholders holding 75% of the stock, at any special meeting
called for the purpose.
Sec. 1. Number.
The officers of this Corporation shall be:
The office of Treasurer may be held by the same person holding any
other office in the Corporation.
Sec. 2. Election.
All officers of the Corporation shall be elected annually by the
Board of Directors at its meeting immediately after the meeting of stockholders, and shall
hold office for the term of one year or until their successors are duly elected.
Sec. 3. Duties of Officers.
The duties and powers of the
officers of the Corporation shall be as follows:
The President shall preside at all meetings of the Stockholders and
the Board of Directors.
He shall present at each annual meeting
of the Stockholders and Directors a report of the condition of the business of the
He shall cause to be called regular and special meetings of the
Stockholders and Directors in accordance with these By-Laws.
He shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees, and clerks of the Corporation other then
the duly appointed officers, subject to the approval of the Board of Directors.
He shall sign and make all contracts
and agreements in the name of the Corporation.
He shall see that the books, reports,
statements and certificates required by the statutes are properly kept, made and filed
according to law.
He shall sign all certificates of
He shall enforce these By-Laws and perform all the duties incident
to the position and office, and which are required by law.
During the absence and inability of the
President to render and perform his duties or exercise his powers, as set forth in these
By-Laws or in acts under which this Corporation is organized, the same shall be performed
and exercised by the Vice-President; and when so acting, he shall have all the powers and
be subject to all the responsibilities hereby given to or imposed upon such President.
The Secretary shall keep the minutes
of the meetings of the Board of Directors and of the Stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
He shall be custodian of the records and of the seal, and affix the
latter when required.
He shall keep the stock and transfer
books in the manner prescribed by law, so as to show at all times the amount of capital
stock, the manner and the time same was paid in, the names of the owners thereof,
alphabetically arranged, their post office address, the number of shares owned by each,
the time at which each person became owner, and the amount paid thereon; and keep such
stock and transfer books subject to the inspection of any Stockholder of the Corporation,
and permit such Stockholder to make extracts from said books to the extent and as
prescribed by law.
He shall sign all certificates of stock.
He shall present to the Board of
Directors at their stated meetings all communications addressed to him officially by the
President or any Officer of the Corporation, or any Stockholder of the Corporation.
He shall attend to all correspondence and perform all the duties
incident to the office of Secretary.
The Treasurer shall have the care and custody of and be responsible
for all the funds of the Corporation, and deposit all such funds in the name of the
Corporation in such bank, or banks, trust company or trust companies or safe deposit
vaults as the Board of Directors may designate.
He shall exhibit at all reasonable times his books and accounts to
any Director or Stockholder of the Corporation upon application at the office of the
Corporation during business hours.
He shall render a statement of the condition of the finances of the
Corporation at each regular meeting of the Board of Directors, and at such other times as
shall be required of him, and a full financial report at the annual meeting of the
He shall keep correct books of account
of all the business and transactions of the Corporation, and such other books or account
as the Board of Directors may require.
He shall do and perform all duties incident to the office of
Sec. 4. Checks.
The signature of any two officers of the Corporation shall be required on all checks and
other orders to pay money of the Corporation.
Sec. 5. Bond.
The Treasurer shall, if required by the Board of Directors, give to
the Corporation such security for the faithful discharge of his duties as the Board may
Sec. 6. Vacancies, How Filled.
All vacancies in any office shall be filled by the Board of
Directors without undue delay, at its regular meeting, or at a meeting specially called
for that purpose.
Sec. 7. Compensation of Officers.
The officers shall receive such
salary or compensation as maybe determined by the Board of Directors.
Sec. 8. Removal of Officers.
The board of Directors may remove any
officer, by majority vote, at any time with or without cause.
Sec. 1. Seal.
The Seal of the Corporation shall be
Circular in form and mounted upon a
metal die, suitable for impressing the same upon paper. About the upper periphery of the
seal shall appear the words “ BLOK Corporation “ and about the lower periphery thereof
the words “ New Mexico “. In the center of the seal shall appear the words “
Corporate Seal “ and the year of Incorporation “ 1967 “.
CERTIFICATES OF STOCK
Sec. 1. Description of Stock Certificates.
The certificates of stock shall be numbered and registered in the
order in which they are issued. They shall be issued in consecutive order, and in
the margin thereof shall be entered the name of the person owning the shares therein
represented with the number of shares and the date thereof. Such certificates shall
exhibit the holder's name and the number of shares. They shall be signed by the
President or Vice-President, and countersigned by the Secretary or Treasurer and sealed
with the seal of the Corporation.
Sec. 2. Transfer of Stock.
The stock of the Corporation shall be assignable and transferable on
the books of the Corporation only by the person in whose name it appears on said books, or
his legal representatives. In case of transfer by attorney, the power of attorney,
duly executed and acknowledged, shall be deposited with the Secretary. In all cases
of transfer, the former certificate must be surrendered up and cancelled before a new
certificate be issued. No transfer shall be made upon the books of the Corporation
within ten days next preceding the annual meeting of the Stockholders.
Sec. 3. Loss or Destruction of
In the event of the loss or destruction
of a certificate of stock, a duplicate certificate may be issued provided that an
affidavit of the loss or destruction, signed by the owner of record, or by his legal
representative, shall be deposited with the Secretary.
Sec. 4. Restrictions on Transfer of
No stock may be sold or transferred until it has first been offered to the
Corporation and the Stockholders thereof at a price set by the owner. If the offer is not
accepted by the Stockholders of the Corporation within five days, the owner may then offer
the stock on the open market. Should he receive a bona fide offer which he desires to
accept at a price less than that at which the stock was offered to the other Stockholders
and to the Corporation, he shall re-offer the stock to the Stockholders and to the
Corporation at a price equal to the price of the bona fide offer. If such re-offer is not
accepted by the other Stockholders or by the Corporation within three days, the owner may
then sell at the price set forth in the bona fide offer, and the Corporation and
Stockholders shall consent to such sale. The restrictions in this article do not pertain
to transfer by operation of law or to transfer by way of gift or bequest.
Sec. 1. When Declared.
The Board of Directors shall by
majority vote declare dividends from the surplus profits of the Corporation
whenever, in their opinion, the condition of the Corporation's affairs will render it
expedient for such dividends to be declared.
Sec. 1. How Amended.
These By-Laws may be altered, amended,
repealed or added to by affirmative vote of the Stockholders representing three-fourths of
the whole capital stock, at an annual meeting or at a special meeting called for that
purpose, provided that a written notice shall have been sent to each stockholder of
record, which notice shall state the alternations, amendments or changes which are
proposed to be made in such By-Laws. Only such changes as have been specified in the
notice shall be made. If, however, all the stockholders shall be present at any
regular or special meeting, these By-Laws may be amended by a unanimous vote, with or
without previous notice.
I hereby certify that the foregoing is a true copy of the By-Laws that
were duly adopted at a meeting of the Stockholders of the BLOK Corporation on July 29,
1967, at which meeting a quorum was present and a majority voted in favor of the adoption
of these By-Laws.
Ernest A. Bryant, Secretary