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 |