IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 20 1996
NO. C19939-96
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
CONCIERGE, INC.
I. The name of this corporation is CONCIERGE, INC.
II. The Resident Agent of this corporation for the transaction of
business, until changed according to law, shall be the following address:
Nevada Business Services
675 Fairview Dr. #246
Carson City, NV 89701
III. This corporation may engage in any lawful activity or activities
in Nevada and throughout the world.
IV. The total authorized capital stock of this corporation is
TWENTY-FIVE THOUSAND (25,000) SHARES, each share having no par value. All of the
voting power of the capital stock of this corporation shall reside in the Common
Stock. No capital stock of this corporation shall be subject to assessment and
no holder of any share or shares shall have preemptive rights to subscribe to
any or all issues of shares of other securities of this corporation.
V. The directors, officers and stockholders of this corporation are
indemnified from any personal liability for damages including costs of
developing records, investigator fees and attorney fees, if any, for breach of
fiduciary duty or civil suit as a director or officer, but does not eliminate or
limit the liability for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of dividends
in violation of NRS 78.300.
VI. The members of the governing board of this corporation shall be
styled directors, and they shall be one in number until changed either by (1) an
amendment to the Articles of Incorporation of this corporation, or (2) the
adoption of By-Laws, and from time to time amendments thereto increasing or
decreasing the number of directors, but in no case shall the number of directors
be smaller than one or the number of stockholders, whichever shall be the least.
The name and address of the person who is appointed to act as the first director
of this corporation is as follows:
Exhibit 3.3
Page 1 of 5 Pages
<PAGE>
Garth Reynolds
531 Main St. Suite 963
P. O. Box 998963
El Segundo, CA 90245
VII. This corporation is to have perpetual existence.
VIII. The name and address of the first incorporator of this
corporation is as follows:
Mary Ann Dickens
675 Fairview Dr. #246
Carson City, NV 89701
The powers of the incorporator are to terminate upon filing of
these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation of CONCIERGE, INC. on this 20th day of September,
1996.
/s/ Mary Ann Dickens
------------------------------------
Incorporator
Exhibit 3.3
Page 2 of 5 Pages
<PAGE>
STATE OF NEVADA
SECRETARY OF STATE
[SEAL]
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF CONCIERGE, INC., I, Nevada Business Services, with
address at Suite 246, 675 Fairview Drive, Town of Carson City, County of Carson
City, State of Nevada, hereby accept the appointment as Resident Agent of the
above-entitled corporation in accordance with NRS 78.090.
FURTHERMORE, that the principal office in this state is located at Suite
246, 675 Fairview Drive, Town of Carson City, County of Carson City, State of
Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
September, 1996.
NEVADA BUSINESS SERVICES
By /s/ Mary Ann Dickens
-------------------------------
Resident Agent
NRS 78.090. Except during any period of vacancy described in NRS 78.097,
every corporation shall have a resident agent, who may be either a natural
person or a corporation, resident or located in this sate, in charge of is
principal office. The resident agent may be any bank or banking corporation, or
other corporation, located and doing business in this state. . . . The
certificate of acceptance must be filed at the time of the initial filing of the
corporate papers.
Exhibit 3.3
Page 3 of 5 Pages
<PAGE>
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 15 1996
NO. C19939-96
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
CONCIERGE, INC.
Allen E. Kahn, President and Garth W. Reynolds, Secretary of CONCIERGE,
INC. do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened and held on the 5th day of October, 1996, adopted a resolution to amend
the original articles as follows:
Article IV is hereby amended to read as follows: THE TOTAL AUTHORIZED
CAPITAL STOCK OF THIS CORPORATION IS TEN MILLION (10,000,000) SHARES WITH EACH
SHARE HAVING A VALUE OF $0.001 (ONE TENTH OF A CENT).
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation are 25,000; that the same
change(s) and amendment has been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
/s/ Allen E. Kahn
------------------------------------
President or Vice President
/s/ Garth W. Reynolds
------------------------------------
Secretary of Assistant Secretary
State of Nevada )
) ss.
County of Carson City )
On October 7, 1996 personally appeared before me, a Notary Public, Allen
E. Kahn and Garth W. Reynolds, who acknowledged that they executed the above
instrument.
[SEAL] /s/ Mary Ann Dickens
------------------------------------
Signature of Notary
Exhibit 3.3
Page 4 of 5 Pages
<PAGE>
THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: CONCIERGE, INC.
2. Date of adoption of Amended and/or Restated Articles: 10/5/96.
3. If the articles were amended, please indicate what changes have been
made:
(a) Was there a name change? Yes ___ No X .
---
(b) Did you change your resident agent? Yes ___ No X .
---
(c) Did you change the purposes? Yes ___ No X .
---
(d) Did you change the capital stock? Yes X No ___. If yes, what is
---
the new capital stock?
10 MILLION AUTHORIZED SHARES WITH A VALUE OF $0.001.
(e) Did you change the directors? Yes ___ No X .
---
(f) Did you add the directors liability provision? Yes ___ No X .
---
(g) Did you change the period of existence? Yes ___ No X .
---
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles?
-------------------------------------------------------
/s/ Garth W. Reynolds SEC/TREAS
-----------------------------------
Name and Title of Officer
10/5/96
Date
Exhibit 3.3
Page 5 of 5 Pages
<PAGE>
BYLAWS
OF
CONCIERGE, INC.
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at El Segundo,
CA, and it may be changed from time to time by the board of Directors. The
Corporation may also maintain offices at such other places within or without the
United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meting of the stockholders of the Corporation shall be held
within six (6) months after the close of the fiscal year of the Corporation, for
the purposes of electing directors, and transacting such other business as may
property come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the
Board of Directors or by the President, and shall be called by the President or
the Secretary at the written request of the holders of twenty-five percent (25%)
of the shares then outstanding and entitled to vote thereat, or as otherwise
required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of
the Corporation, or at such other places as shall be designated in the notices
or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of
stockholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than sixty (60) days before the meeting, upon each stockholder of
record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the records of the
Exhibit 3.4
Page 1 of 13 Pages
<PAGE>
stockholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
stockholder of record after the mailing of such notice and prior to the meeting,
or to any stockholder who attends such meeting, in person or by proxy, or
submits a signed waiver of notice either before or after such a meeting. Notice
of any adjourned meeting of stockholders need not be given, unless otherwise
required by statute.
SECTION 5 - QUORUM
(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such certificate and any amendments thereof being hereinafter
collectively referred to as the ACertificate of Incorporation@), at all meetings
of stockholders of the corporation, the presence at the commencement of such
meetings in person or by proxy of stockholders holding of record ___% of the
total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any stockholders after the
commencement of a meeting shall have not effect on the existence of a quorum,
after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business, may be transacted
at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote or the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereat.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders, each holder of record of stock of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.
Exhibit 3.4
Page 2 of 13 Pages
<PAGE>
(c) Each stockholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the stockholder himself
or by his attorney-in-fact thereunto duly authorized in writing. No Proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution, unless the person executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of
stockholders at a meeting, may be taken without a meeting if authorized by a
written consent of shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required by such action
at such meeting, then such greater proportion of written consents shall be
required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the Corporation shall be not less than 1 nor
more than 9, unless and until otherwise determined by vote of a majority of the
entire Board of Directors. The number of Directors shall not be less than three
(3), unless all of the outstanding shares of stock are owned beneficially and of
record by less than three (3) stockholders, in which event the number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation by way of cumulative voting rights the members of the Board of
Directors of the Corporation, who need not be stockholders, shall be elected by
a majority of the votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the stockholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.
Exhibit 3.4
Page 3 of 13 Pages
<PAGE>
SECTION 2 - DUTIES AND POWERS:
The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) Regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the stockholders, at the place of such annual
meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meeting of the Board of Directors, and may fix the time
and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meting at which such change
was made within the time limited, and in the manner set forth in Paragraph (b)
Section 4 of this Article III, with respect to special meetings, unless such
notice shall be waived in the manner set forth in Paragraph (c) of such Section
4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of special meetings shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least four (4) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice or waiver of
notice except as required by Section 8 or this Article III, need not specify the
purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
Exhibit 3.4
Page 4 of 13 Pages
<PAGE>
shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the Vice Chairman shall preside, and in his absence, a Chairman
chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular or
special meeting although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or
statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if a
written consent thereto is signed by all the members of the board or Committee.
Such written consent shall be filed with the minutes of the proceedings of the
Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation
or statute, members of the Board of Directors or of any Committee of the board
of Directors may participate in a meeting of such Board or Committee by means of
a conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Such participation is
constituted presence of all of the participating persons at such meeting and
each person participating in the meeting shall sign the minutes thereof, which
may be signed in counterparts.
Page 3.4
Page 5 of 13 Pages
<PAGE>
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless vacancy created by the removal of a director
by the stockholder shall be filled by the stockholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the corporation. Unless
otherwise specified in such written notice such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the Corporation at a special
meeting of the stockholders called for that purpose, and may be removed for
cause by action of the Board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that one or more of the directors of
this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided that such facts are
Exhibit 3.4
Page 6 of 13 Pages
<PAGE>
disclosed or made known to the Board of Directors, prior to their authorizing
such transaction.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no directors
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors shall
authorized, approve or ratify such contract or transaction by the vote (not
counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an execute
committee and such other committees, and alternate members thereof, as they may
deem desirable, with such powers and authority (to the extent permitted by law)
as may be provided in such resolution. Each such committee shall serve at the
pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, or a President and Secretary-Treasurer, and such other officers,
including a Chairman of the Board of Directors, and one or more Vice Presidents,
as the Board of Directors may from time to time deem advisable. Any officer
other than the Chairman or Vice Chairman of the Board of Directors may be, but
is not required to be a director of the Corporation. Any two or more offices may
be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified or until his death, resignation or removal.
Exhibit 3.4
Page 7 of 13 Pages
<PAGE>
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a
successor elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to
act, disqualification or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the
Board of Directors, each have such powers and duties as generally pertain to
their respective offices as well as such powers and duties as may be set forth
in these Bylaws, or may from time to time be specifically conferred or imposed
by the Board of Directors. The President shall be the chief executive officer of
the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence for the accounting for all property,
funds or securities of the Corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders= meetings and
execution of waivers, consents, proxies or other instruments may be exercised on
behalf of the Corporation by the President, any Vice President or such other
Exhibit 3.4
Page 8 of 13 Pages
<PAGE>
person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation=s stock shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. The certificates shall bear the following:
the Corporate Seal, the holder=s name, the number of shares of stock and the
signatures of: (1) the Chairman of the Board, the President or a Vice President
and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant
Treasurer.
(b) No certificate representing shares of stock shall be issued until the full
amount of consideration therefore has been paid, except as otherwise permitted
by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share of stock which shall entitle
the holder to exercise voting rights, receive dividends and participate in
liquidating distributions in proportion to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share of stock
as of the time when those entitled to receive such fractions are determined; or
it may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of any officer or
agent of the Corporation, exchangeable as therein provided for full shares of
stock, but such scrip shall not entitle the holder to any rights of a
stockholder, except as therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the los or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such evidence
or bond when in the judgment of the Board of Directors, it is proper to do so.
Page 3.4
Page 9 of 13 Pages
<PAGE>
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of the Corporation shall be made on the stock ledger of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares of stock with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares of stock as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of, or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which the notice is given, or, if no notice is given,
the day preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of, or to vote
at, any meeting of stockholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.
Exhibit 3.4
Page 10 of 13 Pages
<PAGE>
ARTICLE VI - DIVIDENDS
Subject to applicable law, divides may be declared and paid out of any funds
available therefor, as often, in such amount, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be January 1 to December 31 and
may be changed by the Board of Directors from time to time subject to applicable
law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time
by the board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys= fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case in which there
is no disinterested majority of the Board available, the amount shall be fixed
by arbitration pursuant to the then existing rules of the American Arbitration
Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal,
and new bylaws may be made by the affirmative vote of stockholders holding of
record in the aggregate at least a majority of the outstanding shares of stock
entitled to vote in the election of directors at any annual or special meeting
Exhibit 3.4
Page 11 of 13 Pages
<PAGE>
of stockholders, provided that the notice of waiver or notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have power to make, adopt, amend and
repeal, from time to time, bylaws of the Corporation, provided, however that the
stockholders entitled to vote with respect thereto as in this Article X
above-provided may alter, amend or repeal bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of stockholders or of the Board of Directors or to change any
provisions of the bylaws with respect to the removal of directors of the filling
of vacancies in the Board resulting from the removal by the stockholders. In any
bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of Directors, the bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.
Exhibit 3.4
Page 12 of 13 Pages
<PAGE>
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am the duly elected, qualified and acting
President of
CONCIERGE, INC.
and that the above and foregoing bylaws constituting a true original copy were
duly adopted as the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
DATED: Sept. 24, 1996
/s/ Allen E. Kahn
----------------------------------
PRESIDENT
Exhibit 3.4
Page 13 of 13 Pages
