EXHIBIT
3.2
BYLAWS
OF
PHILUX
GLOBAL GROUP INC.
A
WYOMING CORPORATION
ARTICLE
I
Stockholders
Section
1. ANNUAL MEETING. Annual meetings of the stockholders, commencing with the year 2022, shall be held on the 22nd day of October
each year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set
by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section
2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by
the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request
in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose of the proposed meeting.
Section
3. PLACE OF MEETINGS. All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other
place within or without the State of Wyoming, as the directors shall determine. Special meetings of the stockholders may be held at such
time and place within or without the State of Wyoming as shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section
4. QUORUM; ADJOURNED MEETINGS. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except
as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the
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 might
have been transacted at the meeting as originally notified.
BYLAWS PHILUX GLOBAL GROUP INC. | 1 | |
Section
5. VOTING. Each stockholder of record of the corporation holding stock which is entitled to vote at this meeting shall be entitled at
each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation. Upon the demand
of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.
When
a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall be sufficient to elect directors or to decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such question.
Section
6. PROXIES. At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument
in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred
by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting.
All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided
by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer
of the meeting.
Section
7. ACTION WITHOUT MEETING. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting
if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes
or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
ARTICLE
II
Directors
Section
1. MANAGEMENT OF CORPORATION. The business 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 statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.
Section
2. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors which shall constitute the whole board shall be at least one. The number
of directors may from time to time be increased or decreased to not less than one nor more than fifteen. The directors shall be elected
at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office
until his successor is elected and qualified. Directors need not be stockholders.
Section
3. VACANCIES. Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by
a majority of the renaming directors, though less than a quorum, or by a sole remaining director, and each director so elected shall
hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds of the outstanding
shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at
a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected simultaneously.
A
vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the stockholders fall at any annual or special meeting of stockholders at
which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.
If
the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders
shall have power to elect a successor to take office when the resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of
office.
Section
4. ANNUAL AND REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at any place within or without the State which
has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of
such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held
either at a place so designated or at the registered office.
Regular
meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed
and determined by the Board of Directors.
Section
5. FIRST MEETING. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute
the meeting, provided a quorum be present. In the event such meeting is not so held, 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.
Section
6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President
or by any two directors.
Written
notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or
by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address
is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least three (3) days prior to the
time of the holding of the meeting. In case such notice is hand delivered as above provided, it shall be so delivered at least twenty-four
(24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal
and personal notice to such director.
Section
7. BUSINESS OF MEETINGS. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall
be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after
the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes
of the meeting.
Section
8. QUORUM, ADJOURNED MEETINGS. A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction
of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at
a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required
by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof,
if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the
Board in regular meeting.
A
quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence
of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until
the time fixed for the next regular meeting of the Board.
Notice
of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the
meeting adjourned.
Section
9. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of at least one or more of the directors of the corporation which, to the extent provided
in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the
corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees,
a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of
the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
The
committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.
Section
10. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section
11. SPECIAL COMPENSATION. The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed like reimbursement and compensation for attending committee meetings.
ARTICLE
III
Notices
Section
1. NOTICE OF MEETINGS. Notices of 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 shall designate. Such notice shall state the purpose or purposes
for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy
of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder
at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership
shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after
delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting
to the transferee.
Section
2. EFFECT OF IRREGULARLY CALLED MEETINGS. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders,
consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part ‘in the deliberations at such meeting without objection, the doings of such meeting shall
be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.
Section
3. WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE
IV
Officers
Section
1. SECTION. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President,
a Secretary and a Treasurer, none of whom need be directors. Any person may hold two or more offices. The Board of Directors may appoint
a Chairman of the Board, Vice-Chairman of the Board, one or more vice presidents, assistant treasurers and assistant secretaries.
Section
2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into effect.
Section
3. VICE-CHAIRMAN OF THE BOARD. The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties
and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time
prescribe.
Section
4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall exercise executive authority over the corporation and shall be responsible
for establishing the corporation’s strategy, supervising the corporation’s officers and employees, and directing the corporation’s
day to day operations.
He
shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.
Section
5. PRESIDENT. The President of the corporation shall act on behalf of the Chief Executive Officer as may be needed and shall assume all
of the Chief Executive Officer’s responsibilities upon the designation of the Chief Executive Officer and/or in his or her absence.
Section
6. VICE-PRESIDENT. The Vice-President shall act under the direction of the’ President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents
or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents
in such specified order of seniority.
Section
7. SECRETARY. The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend
all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties
for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.
In the absence of the Secretary the Vice President will assume all of the Secretary’s responsibilities.
Section
8. ASSISTANT SECRETARIES. The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.
Section
9. TREASURER. The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have 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 monies 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. He shall disburse the funds of the corporation as may be ordered by the President or
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. In the absence of the Treasurer the Vice President will assume all of the Treasurer’s responsibilities.
If
required by the Board of Directors, he 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
10. ASSISTANT TREASURERS. The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or 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 President or the Board of Directors may from time to time prescribe.
Section
11. COMPENSATION. The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.
Section
12. REMOVAL, RESIGNATION. The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected
or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
ARTICLE
V
Capital
Stock
Section
1. CERTIFICATES. Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him
in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class,
the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back
of the certificate, which the corporation shall issue to represent such stock.
If
a certificate is signed (1) by a transfer agent other than the corporation or its employees or (2) by a registrar other than the corporation
or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be
issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
Section
2. SURRENDERED; LOST OR DESTROYED CERTIFICATES. 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 that 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 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
3. REPLACEMENT CERTIFICATES. 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,
if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of
shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section
4. RECORD DATE. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding
the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote
at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and
in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled
to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock
on the books of the corporation after any such record date fixed as aforesaid.
Section
5. REGISTERED OWNER. The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the corporation 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 Wyoming.
ARTICLE
VI
General
Provisions
Section
1. REGISTERED OFFICE. The registered office of this corporation shall be in the State of Wyoming.
The
corporation may also have offices at such other places both within and without the State of Wyoming as the Board of Directors may from
time to time determine or the business of the corporation may require.
Section
2. DISTRIBUTIONS. Distributions upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash,
in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.
Section
3. RESERVES. Before payment of any distribution, there may be set aside out of any funds of the corporation available for distributions
such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing distributions or for repairing or maintaining any property of the corporation or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which
it was created.
Section
4. CHECKS; NOTES. 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. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section
6. CORPORATE SEAL. The corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have ‘inscribed thereon the name of the corporation and the words
“Corporate Seal” and “Wyoming”. The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
ARTICLE
VII
Indemnification
Section
1. INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS. Every person who was or is a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was
serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative
in a partnership, Joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Wyoming from time to time against all expenses, liability and loss (including attorneys’
fees, judgments, fines and amounts paid or to be paid “in settlement) reasonably incurred or suffered by him in connection therewith.
The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the corporation. Such night of indemnification shall be a contract right which may be enforced in any
manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers
or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
Section
2. INSURANCE. The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was
a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify
such person.
Section
3. FURTHER BYLAWS. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these
and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Wyoming.
ARTICLE
VIII
Amendments
Section
1. AMENDMENTS BY STOCKHOLDERS. The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote
for the election of directors of the stockholders, provided notice of intention to amend shall have been contained in the notice of the
meeting.
Section
2. AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws
which shall not be amended by the Board of Directors.
| APPROVED
AND ADOPTED June 8, 2022. |
|
| |
|
| /s/
Tina T. Phan |
|
| Tina
T. Phan, Secretary |
|
CERTIFICATE
OF SECRETARY
I
hereby certify that I am the Secretary of Philux Global Group Inc., and that the foregoing Bylaws, consisting of 12 pages, constitute
the code of Bylaws of Philux Global Group OUPInc. as duly adopted at a special meeting of the Board of Directors of the corporation held
June 8, 2022.
In
witness whereof, I have hereunto subscribed my name.
| /s/
Tina T. Phan |
|
| Tina
T. Phan, Secretary |
|
