Heritage Management, Inc. 8/15/05

EX-3.1 2 amendedbylaws.htm AMENDED & RESTATED BY-LAWS Heritage Management, Inc. 8/15/05

Heritage Management, Inc.

AMENDED AND RESTATED

BY-LAWS

ARTICLE I

OFFICES

Section 1. The principal office shall be located at 1529 E. Interstate

30, Suite 104, Garland, Nevada 75043.

Section 2. The corporation may also have offices at such other places

within or without the State of Nevada as the Board of Directors may from time to

time determine, or as the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Meetings of the shareholders shall be held at such place

within or without the State of Nevada as shall be specified in the notice of the

meeting or in a waiver thereof.

Section 2. An annual meeting of the shareholders, commencing in the

year 2001, shall be held as soon as practicable after the fiscal year end. At

such meeting the shareholders entitled to vote thereat shall elect by a majority

vote a Board of Directors, and may transact such other business as may properly

be brought before the meeting.

Section 3. Special meetings of the shareholders may be called: (1) by

the Chairman of the Board of Directors, the President, or the Board of

Directors; or (2) by the holders of at least twenty percent (20%) of the shares

entitled to vote at the proposed special meeting. The record date for

determining shareholders entitled to call a special meeting is the date the

first shareholder signs the notice of that meeting. In addition, a majority of

the shareholders may act without notice at a meeting.

Section 4. Written or printed notice stating the place, day, and hour

of the meeting and, in the case of a special meeting, the purpose or purposes

for which the meeting is called, shall be delivered not less than ten (10) nor

more than sixty (60) days before the date of the meeting, either personally or

by mail, by or at the direction of the President, the Secretary, or the officer

or person calling the meeting, to each shareholder at his address as it appeared

on the stock transfer books of the corporation with postage thereon prepaid.

Section 5. Any notice required to be given to any shareholder, under

any provision of the Corporation Law of the State of Nevada, the Articles of

Incorporation, or these Bylaws, need not be given to the shareholder if (1)

notice of two consecutive annual meetings and all notices of meetings held

during the period between those annual meetings, if any, or (2) all (but in no

event less than two) payments (if sent by first class mail) of distributions or

interest on securities during a 12-month period have been mailed to that person,

addressed at his address as shown on the records of the corporation, and have

been returned undeliverable. Any action or meeting taken or held without notice

to such a person shall have the same force and effect as if the notice had been duly given

and, if the action taken by the corporation is reflected in any articles or

document filed with the Secretary of State, those articles or that document may

state that notice was duly given to all persons to whom notice was required to

be given. If such a person delivers to the corporation a written notice setting

forth his then current address, the requirement that notice be given to that

person shall be reinstated.

Section 6. Only business within the purpose or purposes described in

the notice of any special meeting of shareholders may be conducted at such

special meeting.

Section 7. The holders of a majority of the shares entitled to vote,

represented in person or by proxy, shall constitute a quorum at meetings of

shareholders except as otherwise provided in the Articles of Incorporation. If,

however, a quorum shall not be present or represented at any meeting of the

shareholders, the shareholders present in person, or represented by proxy, shall

have power to adjourn the meeting from time to time, without notice other than

announcement at the meeting, until a quorum shall be present or represented. At

such adjourned meeting at which a quorum shall be present or represented, any

business may be transacted which may have been transacted at the meeting as

originally notified.

Section 8. The vote of the holders of a majority of the shares entitled

to vote and represented at a meeting at which a quorum is present shall be the

act of the shareholders' meeting, unless the vote of a greater number is

required by law or by the Articles of Incorporation.

Section 9. A shareholder may vote either in person or by proxy executed

in writing by the shareholder or by his duly authorized attorney-in-fact. No

proxy shall be valid after eleven (11) months from the date of its execution,

unless otherwise provided in the proxy. Each proxy shall be revocable unless the

proxy form conspicuously states that the proxy is irrevocable and the proxy is

coupled with an interest.

Section 10. The officer or agent having charge of the stock transfer

books shall make, at least ten (10) days before each meeting of shareholders, a

complete list of the shareholders entitled to vote at such meeting or any

adjournment thereof, arranged in alphabetical order, with the address and the

number of shares held by each, which list, for a period of ten (10) days prior

to such meeting, shall be kept on file at the registered office of the

corporation, and shall be subject to inspection by any shareholder at any time

during usual business hours. Such list shall also 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 time of the meeting. The original stock transfer

book shall be prima facie evidence as to who are the shareholders entitled to

examine such list or transfer books or to vote at any such meeting of

shareholders.

Section 11. Any action required by law to be taken at a meeting of the

shareholders, or any action which may be taken at a meeting of the shareholders,

may be taken without a meeting if a consent in writing, setting forth the action

so taken, shall be signed by a majority of the shareholders entitled to vote with

respect to the subject matter thereof.

ARTICLE III

DIRECTORS

Section 1. (a) The number of directors of the corporation shall be not

less than one (1) nor more than nine (9). The directors shall be elected at the

annual meeting of shareholders, except as provided in Sections 2, 3, 4, or 5 of this

Article III, and each director elected shall hold office until his successor is elected and

qualified. Directors need not be residents of the State of Nevada or shareholders of the

corporation.

(b) Any director may be removed with cause by the affirmative

vote of the holders of a majority of the shares represented at any shareholders'

meeting at which a quorum is present; provided, that the proposed removal is

stated in the notice of the meeting.

unanimous vote of the Board of Directors.

Section 2. Any vacancy occurring in the Board of Directors shall be

filled in accordance with Section 5 of this Article III or may be filled by the

affirmative vote of a majority of the remaining directors though less than a

quorum of the Board of Directors. A director elected to fill a vacancy shall be

elected for the unexpired term of his predecessor in office.

Section 3. A directorship to be filled by reason of an increase in the

number of directors may be filled in accordance with Section 5 of this Article

III or may be filled by the Board of Directors for a term of office continuing

only until the next election of one (1) or more directors by the shareholders;

provided, that the Board of Directors may not fill more than two (2) such

directorships during the period between any two (2) successive annual meetings

of the shareholders.

Section 4. Notwithstanding Sections 2 and 3 above, whenever the holders

of any class or series of shares are entitled to elect one or more directors by

the provisions of the Articles of Incorporation, any vacancies in such

directorships and any newly created directorships of such class or series to be

filled by reason of an increase in the number of such directors shall be filled

in accordance with the provisions of the Nevada Business Corporation Act.

Section 5. Any vacancy occurring in the Board of Directors or any

directorship to be filled by reason of an increase in the number of directors

may be filled by election at an annual or special meeting of shareholders called

for that purpose.

Section 6. The business and affairs of the corporation shall be managed

by its Board of Directors which may exercise all such powers of the corporation

and do all such lawful acts and things as are not by law or by the Articles of

Incorporation or by these Bylaws directed or required to be exercised or done by

the shareholders.

Section 7. Meetings of the Board of Directors, regular or special, may

be held either within or without the State of Nevada.

Section 8. The first meeting of each newly elected Board of Directors

shall be held at such time and place as shall be fixed by the vote of the

shareholders at the annual meeting, and no notice of such meeting shall be

necessary to the newly elected directors in order legally to constitute the

meeting, providing a quorum shall be present. In the event of the failure of the

shareholders to fix the time and place of such a first meeting of the newly

elected Board of Directors, or in the event such meeting is not held at the time

and place so fixed by the shareholders, the meeting may be held at such time and

place as shall be specified in a notice given as hereinafter provided for

special meetings of the Board of Directors, or as shall be specified in a

written waiver signed by all of the directors.

Section 9. Regular meetings of the Board of Directors may be held

without notice at such time and at such place as shall from time to time be

determined by the Board.

Section 10. Special meetings of the Board of Directors may be called by

one-third of the directors then in office or by the Chairman of the Board of Directors

or the President and shall be held at such place, on such date and such time as they or

he shall fix. Notice of the place, date and time of each such special meeting shall be

given to each director by whom it is not waived by mailing written notice not less

than three days before the meeting or by telegraphing, telefaxing or emailing the same

not less than 18 hours before the meeting. Unless otherwise indicated in the notice thereof,

any and all business may be transacted at a special meeting. Neither the business to be

transacted at, nor the purpose of, any regular or special meeting of the Board

of Directors need be specified in the notice or waiver of notice of such

meeting.

Section 11. A majority of the directors shall constitute a quorum for

the transaction of business, and the act of the majority of the directors

present at the meeting at which a quorum is present shall be the act of the

Board of Directors, unless a greater number is required by the Articles of

Incorporation or elsewhere in these Bylaws. If a quorum shall not be present at

any meeting of the Board of Directors, the directors present thereat may adjourn

the meeting from time to time, without notice other than announcement at the

meeting, until a quorum shall be present.

Section 12. The Board of Directors, by resolution adopted by a majority

of the whole Board, may designate one or more directors to constitute an

executive committee and one or more other committees, each of which, to the

extent provided in such resolution, shall have and may exercise all of the

authority of the Board of Directors in the business and affairs of the

corporation except as otherwise provided by law. Vacancies in the membership of

any such committee shall be filled by the Board of Directors at a regular or

special meeting of the Board of Directors. The committees shall keep regular

minutes of their proceedings and report the same to the Board when required. The

designation of such committee and the delegation thereto of authority shall not

operate to relieve the Board of Directors, or any member thereof, of any

responsibility imposed upon it or him by law.

Section 13. Any action required or permitted to be taken at a meeting

of the Board of Directors or any committee may be taken without a meeting if a

consent in writing, setting forth the action so taken, is signed by all the

members of the Board of Directors or committee, as the case may be.

ARTICLE IV

NOTICES

Section 1. Notices to directors and shareholders shall be in writing,

shall specify the time and place of the meeting, and shall be delivered

personally or mailed to the directors or shareholders at their addresses

appearing on the books of the corporation. Notice by mail shall be deemed to be

given at the time when same shall be mailed. Notice to directors may also be

given by telegram.

Section 2. Whenever any notice is required to be given to any

shareholder or director under the provisions of any laws or of the Articles of

Incorporation or these Bylaws, a waiver thereof in writing, signed by the person

or persons entitled to such notice, whether before or after the time stated

therein, shall be equivalent to the giving of such notice.

Section 3. Attendance of a director at a meeting shall constitute a

waiver of notice of such a meeting, except where a director attends a meeting

for the express purpose of objecting to the transaction of any business on the

ground that the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall consist of a President

and a Secretary, and may include one or more Vice Presidents, a Treasurer, and a

Chairman of the Board, each of whom shall be elected by the Board of Directors.

Any two or more offices may be held by the same person.

Section 2. The Board of Directors, at its first meeting after each

annual meeting of shareholders, shall choose a President and a Secretary and may

choose one or more Vice Presidents and a Treasurer, none of whom need be a

member of the Board, and may appoint one of their number Chairman of the Board.

Section 3. Such other officers and assistant officers and agents as may

be deemed necessary may be elected or appointed by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation

shall be fixed by the Board of Directors.

Section 5. The officers of the corporation shall hold office until

their successors are chosen and qualify. Any officer or agent or member of the

executive committee elected or appointed by the Board of Directors may be

removed by the Board of Directors whenever in its judgement the best interests

of the corporation will be served thereby, but such removal shall be without

prejudice to the contract rights, if any, of the person so removed. Any vacancy

occurring in any office of the corporation by death, resignation, removal, or

otherwise shall be filled by the Board of Directors.

Chairman of the Board and President

Section 6. The Board of Directors may designate whether the Chairman of

the Board, if such an officer shall have been appointed, or the President, shall

be the chief executive officer of the corporation. In the absence of a contrary

designation, the President shall be the chief executive officer. The chief

executive officer shall preside at all meetings of the shareholders and the

Board of Directors, and shall have such other powers and duties as usually

pertain to such office or as may be delegated by the Board of Directors. The

President shall have such powers and duties as usually pertain to such office,

except as the same may be modified by the Board of Directors. If the Board of

Directors shall not have appointed a Treasurer, then all the duties and powers

set forth in Sections 11 through 14 of this Article V to be performed or

exercised by such an officer shall be performed or exercised by the President.

Unless the Board of Directors shall otherwise delegate such duties, the

President shall have general and active management of the business of the

corporation, and shall see that all orders and resolutions of the Board of

Directors are carried into effect.

Section 7. The President shall execute bonds, mortgages, and other

contracts requiring a seal, under the seal of the corporation, except where

required or permitted by law to be otherwise signed and executed, and except

where the signing and execution thereof shall be expressly delegated by the

Board of Directors to some other officer or agent of the corporation.

Vice President

Section 8. The Vice Presidents, if any such officers shall have been

appointed, in the order of their seniority, unless otherwise determined by the

Board of Directors, shall, in the absence or disability of the President,

perform the duties and exercise the powers of the President. They shall perform

such other duties and have such other powers as the Board of Directors shall

prescribe.

Secretary

Section 9. The Secretary shall attend all meetings of the Board of

Directors and all meetings of the shareholders, and record all the proceedings

of the meetings of the corporation and of the Board of Directors in a book to be

kept for that purpose. He shall give, or cause to be given, notice of all

meetings of the shareholders and special meetings of the Board of Directors, and

shall perform such other duties as may be prescribed by the Board of Directors

or the President, under whose supervision he shall be. He shall keep in safe

custody the seal of the corporation, and, when authorized by the Board of

Directors, affix the same to any instrument requiring it, and, when so affixed,

it shall be attested by his signature or the signature of the Treasurer, an

Assistant Secretary, or an Assistant Treasurer.

Section 10. The Assistant Secretaries, if any such officers shall have

been appointed, in the order of their seniority, unless otherwise determined by

the Board of Directors, shall, in the absence or disability or the Secretary,

perform the duties and exercise the power of the Secretary. They shall perform

such other duties and have such other powers as the Board of Directors may from

time to time prescribe.

Treasurer

Section 11. The Treasurer, if such an officer shall have been

appointed, shall have the custody of the corporate funds and securities, and

shall keep full and accurate accounts of receipts and disbursements in books

belonging to the corporation and shall deposit all moneys and other valuable

effects in the name and to the credit of the corporation in such depositories as

may be designated by the Board of Directors.

Section 12. The Treasurer shall disburse the funds of the corporation

as may be ordered by the Board of Directors, taking proper vouchers for such

disbursements, and shall render to the President and the Board of Directors at

its regular meetings, or when the Board of Directors so requires, an account of

all his transactions as Treasurer, and of the financial condition of the

corporation.

Section 13. If required by the Board of Directors, the Treasurer shall

give the corporation a bond in such sum and with such surety or sureties as

shall be satisfactory to the Board of Directors for the faithful performance of

the duties of his office and for the restoration to the corporation, in case of

his death, resignation, retirement, or removal from office, of all books,

papers, vouchers, money, and other property of whatever kind in his possession

or under his control belonging to the corporation.

Section 14. The Assistant Treasurers, if any such officers shall have

been appointed, in the order of their seniority, unless otherwise determined by

the Board of Directors, shall, in the absence or disability of the Treasurer,

perform the duties and exercise the powers of the Treasurer. They shall perform

such other duties and have such other powers as the Board of Directors may from

time to time prescribe.

ARTICLE VI

CERTIFICATE FOR SHARES

Section 1. The corporation shall deliver certificates representing all

shares to which shareholders are entitled; and such certificates shall be signed

by the President and a Vice President, the Secretary, or an Assistant Secretary

of the corporation, and may be sealed with the seal of the corporation or a

facsimile thereof. No certificate shall be issued for any share until the

consideration therefor has been fully paid. Each certificate representing shares

shall state upon the face thereof that the corporation is organized under the

laws of the State of Nevada, the name of the person to whom issued, the number

and class and the designation of the series, if any, which such certificate

represents, and the par value of each share represented by such certificate or a

statement that shares are without par value.

Section 2. The signature of the President and a Vice President, the

Secretary, or an Assistant Secretary, as the case may be, upon a certificate may

be facsimiles. In case any officer who has signed or whose facsimile signature

has been placed upon such certificate shall have ceased to be such officer

before such certificate is issued, it may be issued by the corporation with the

same effect as if he were such officer at the date of the issuance.

Section 3. The Board of Directors may direct a new certificate or

certificates to be issued in place of any certificate or certificates

theretofore issued by the corporation alleged to have been lost or destroyed,

upon the making of an affidavit of the fact by the person claiming the

certificate of stock to be lost or destroyed. When authorizing such issue of a

new certificate or certificates, the Board of Directors may, in its discretion

and as a condition precedent to the issuance thereof, require the owner of such

lost or destroyed certificate or certificates, or his legal representative, to

advertise the same in such manner as it shall require and/or to give the

corporation a bond in such sum 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 or destroyed.

Section 4. Upon surrender to the corporation, or the transfer agent of

the corporation, of a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignment, or authority to transfer, it shall be

the duty of the corporation to issue a new certificate to the person entitled

thereto, cancel the old certificate, and record the transaction upon its books.

Section 5. For the purpose of determining shareholders entitled to

notice of or to vote at any meeting of shareholders or any adjournment thereof,

or entitled to receive a distribution by the corporation (other than a

distribution involving a purchase or redemption by the corporation of any of its

own shares) or a share dividend, or in order to make a determination of

shareholders for any other proper purpose, the Board of Directors may provide

that the stock transfer books shall be closed for a stated period but not to

exceed, in any case, sixty (60) days. If the stock transfer books shall be

closed for the purpose of determining shareholders entitled to notice of or to

vote at a meeting of shareholders, such books shall be closed for at least ten

(10) days immediately preceding such meeting. In lieu of closing the stock

transfer books, the Board of Directors may fix in advance a date as the record

date for any such determination of shareholders, such date in any case to be not

more than sixty (60) days, and, in the case of a meeting of shareholders, not

less than ten (10) days, prior to the date on which the particular action

requiring such determination of shareholders is to be taken. If the stock

transfer books are not closed and no record date is fixed for the determination

of shareholders entitled to notice of or to vote at a meeting of shareholders,

or shareholders entitled to receive a distribution (other than a distribution

involving a purchase or redemption by the corporation of any of its own shares)

or a share dividend, the date on which notice of the meeting is mailed or the

date on which the resolution of the Board of Directors declaring such

distribution or share dividend is adopted, as the case may be, shall be the

record date for such determination of shareholders. When a determination of

shareholders entitled to vote at any meeting of shareholders has been made as

provided in this Section, such determination shall apply to any adjournment thereof,

except where the determination has been made through the closing of stock transfer

books and the stated period of closing has expired.

Section 6. Distributions of cash or property (tangible or intangible)

made or payable by the corporation, whether in liquidation or from earnings,

profits, assets, or capital, including all distributions that were payable but

not paid to the registered owner of the shares, his heirs, successors, or

assigns but that are now being held in suspense by the corporation or that were

paid or delivered by it into an escrow account or to a trustee or custodian,

shall be payable by the corporation, escrow agent, trustee, or custodian to the

person registered as owner of the shares in the corporation's stock transfer

books as of the record date determined for that distribution as provided in

Section 5 of this Article VI, his heirs, successors, or assigns. The person in

whose name the shares are or were registered in the stock transfer books of the

corporation as of the record date shall be deemed to be the owner of the shares

registered in his name at that time. Neither the corporation nor any of its

officers, directors, or agents shall be under any liability for making such a

distribution to a person in whose name shares were registered in the stock

transfer books as of the record date or to the heirs, successors, or assigns of

the person, even though the person, or his heirs, successors, or assigns, may

not possess a certificate for shares.

Section 7. The corporation shall be entitled to recognize the exclusive

rights of a person registered on its books as the owner of shares to receive

distributions or share 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 the State of

Nevada or these Bylaws.

Section 8. When shares are registered on the books of the corporation

in the names of two or more persons as joint owners with the right of

survivorship, after the death of a joint owner and before the time that the

corporation receives actual written notice that parties other than the surviving

joint owner or owners claim an interest in the shares or any distributions

thereon, the corporation may record on its books and otherwise effect the

transfer of those shares to any person, firm, or corporation (including that

surviving joint owner individually) and pay any distributions made in respect of

those shares, in each case as if the surviving joint owner or owners were the

absolute owner(s) of the shares. The corporation by permitting such a transfer

by and making any distribution to such a surviving joint owner or owners before

the receipt of written notice from other parties claiming an interest in those

shares or distributions is discharged from all liability for the transfer or

payment so made; provided, however, that the discharge of the corporation from

liability and the transfer of full legal and equitable title of the shares in no

way affects, reduces, or limits any cause of action existing in favor of any

owner of an interest in those shares or distributions against the surviving

owner or owners.

ARTICLE VII

GENERAL PROVISIONS

Section 1. The Board of Directors may authorize and the corporation may

(1) make distributions or (2) pay share dividends, subject to any restrictions

in its Articles of Incorporation and to the limitations set forth in the Nevada

Revised Statutes.

Section 2. The Board of Directors may by resolution create a reserve or

reserves out of its surplus or designate or allocate any part or all of surplus

in any manner for any proper purpose or purposes, and may increase, decrease, or

abolish any such reserve, designation, or allocation in the same manner.

Section 3. The Board of Directors must, when requested by the holders

of at least twenty five percent (25%) of the outstanding shares of the

corporation, present written reports of the situation and amount of business of

the corporation.

Section 4. All checks or demands for money and notes of the corporation

shall be signed by such officer or officers or such other person or persons as

the Board of Directors may from time to time designate.

Section 5. The fiscal year of the corporation shall be fixed by

resolution of the Board of Directors.

Section 6. The corporate seal shall have inscribed thereon the name of

the corporation and may be in such form as the Board of Directors may determine,

and may be used by causing it or a facsimile thereof to be impressed or affixed

or in any other manner reproduced.

ARTICLE VIII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The corporation shall indemnify directors, officers, employees, and

agents of the corporation to the extent required by the Nevada Revised Statutes

and shall indemnify such individuals to the extent permitted by the Nevada

Revised Statutes. The corporation may purchase and maintain liability insurance,

or make other arrangements for such obligations or otherwise, to the extent

permitted by the Nevada Revised Statutes.

ARTICLE IX

AMENDMENTS

The Board of Directors may amend or Repeal the Bylaws of the

corporation or adopt new Bylaws, unless: (1) the Articles of Incorporation or

the Nevada Revised Statutes reserves the power exclusively to the shareholders

in whole or in part; or (2) the shareholders in amending, repealing, or adopting

a particular bylaw expressly provide that the Board of Directors may not amend

or repeal that bylaw. Unless the Articles of Incorporation or a bylaw adopted by

the shareholders provides otherwise as to all or some portion of the Bylaws, the

shareholders may amend, repeal, or adopt the Bylaws even though the Bylaws may

also be amended, repealed, or adopted by the Board of Directors.

* * *

I certify that the foregoing is a true and correct copy of the

Bylaws of Heritage Management, Inc., adopted by the Board of Directors of said

corporation on the 15th day of August 2005.

___________________, Secretary