EXHIBIT B

 

CORPORATE BYLAWS

 

OF

 

SUPERSTAR PLATFORMS, INC.

 

ARTICLE I – OFFICES

 

Section 1. Principal Office

 

The principal office of the Corporation shall be located at such place as the Board of Directors may determine within or outside the State of Nevada.

 

Section 2. Other Offices

 

The Corporation may have such other offices as the Board of Directors may determine or the business may require.

 

ARTICLE II – STOCKHOLDERS

 

Section 1. Annual Meeting

 

The annual meeting of the stockholders shall be held each year on a date and at a time fixed by the Board of Directors for the purpose of electing directors and transacting other corporate business.

 

Section 2. Special Meetings

 

Special meetings of stockholders may be called by the Chairperson of the Board, Chief Executive Officer, a majority of the Board of Directors, or stockholders holding not less than 10% of all outstanding shares entitled to vote.

 

Section 3. Place of Meetings

 

Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place (including remote communication, if authorized) as the Board may designate.

 

Section 4. Notice of Meetings

 

Notice shall be given not less than 10 nor more than 60 days before the date of the meeting. Notice may be given electronically to shareholders consenting thereto.

 

Section 5. Quorum

 

Unless otherwise required by law or the Articles of Incorporation, a quorum shall consist of a majority of shares entitled to vote.

 

 

 

 

Exhibit B (Cont'd)

 

Section 6. Voting Rights

 

Each outstanding share shall be entitled to one vote. Action is taken by a majority of votes cast unless a greater requirement is imposed by law or the Articles of Incorporation.

 

ARTICLE III – BOARD OF DIRECTORS

 

Section 1. General Powers

 

The business and affairs of the Corporation shall be managed by its Board of Directors, except as may be otherwise provided by law or the Articles of Incorporation.

 

Section 2. Number and Qualifications

 

The number of directors shall be fixed from time to time by resolution of the Board. Directors need not be Nevada residents or shareholders.

 

Section 3. Term of Office

 

Directors shall serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

 

Section 4. Meetings

 

Regular meetings of the Board may be held without notice. Special meetings require 24 hours’ notice unless waived.

 

Section 5. Quorum and Voting

 

A majority of directors shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

 

Section 6. Committees

 

The Board may establish one or more committees (e.g., Audit, Compensation, Nominating) and delegate authority to such committees.

 

Section 7. Action Without Meeting

 

Any action required or permitted to be taken at a meeting may be taken without a meeting if all directors consent in writing or by electronic transmission.

 

ARTICLE IV – OFFICERS

 

Section 1. Officers

 

The officers shall include at a minimum a Chief Executive Officer, a Secretary, and a Treasurer, and may include a President, one or more Vice Presidents, and such other officers as the Board may appoint.

 

Section 2. Appointment and Term

 

Officers are elected annually by the Board and serve at its pleasure.

 

 

 

 

Exhibit B (Cont'd)

 

Section 3. Duties of Officers

 

Chief Executive Officer (Michael Farr): Has general supervision and control over the business and affairs of the Corporation. Acts as the primary public company representative.
President (if separate): Handles daily operations and may act in the CEO’s absence.
Secretary: Maintains corporate records and minutes.
Treasurer: Responsible for financial management and reporting.
Additional officers may perform such duties as prescribed by the Board.

 

ARTICLE V – INDEMNIFICATION

 

To the fullest extent permitted by Nevada law, the Corporation shall indemnify any person who serves or has served as a director, officer, employee, or agent of the Corporation against all expenses and liabilities incurred in connection with such service.

 

ARTICLE VI – CAPITAL STOCK

 

Section 1. Certificates and Uncertificated Shares

 

Shares of the Corporation may be certificated or uncertificated. All stock issuances shall be recorded in the share register of the Corporation.

 

Section 2. Transfers

 

Transfers shall be made only on the Corporation’s books by the record holder or an authorized agent. Reasonable restrictions on transfer (e.g., Rule 144) may be imposed.

 

Section 3. Lost or Destroyed Certificates

 

The Corporation may require a bond to replace a lost, stolen, or destroyed certificate.

 

ARTICLE VII – CORPORATE RECORDS AND REPORTING

 

The Corporation shall maintain accurate financial records and comply with all SEC reporting requirements applicable to public companies. The CEO shall be responsible for ensuring timely filings, investor communications, and material disclosures.

 

ARTICLE VIII – FISCAL YEAR

 

The fiscal year of the Corporation shall be determined by the Board of Directors and may be changed from time to time.

 

 

 

 

Exhibit B (Cont'd)

 

ARTICLE IX – AMENDMENTS

 

These Bylaws may be amended, altered, or repealed by a majority of the Board of Directors or by stockholders holding a majority of the voting power, except as otherwise required by law or the Articles of Incorporation.

 

CERTIFICATE OF ADOPTION

 

These Bylaws were adopted by the Board of Directors of Superstar Platforms, Inc. on the 30th day of March, 2025.

 

/s/ Michael Farr  
Michael Farr  
Chief Executive Officer  
   
/s/ Christina Farr  
Christina Farr  
Corporate Secretary