NEW JERSEY SECRETARY OF STATE
POWER EFFICIENCY CORPORATION
I, THE SECRETARY OF STATE OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY
THAT THE RECORDS OF THIS OFFICE SHOW THAT THE CHARTER/AUTHORITY OF THE
ABOVE-NAMED DE BUSINESS WAS FILED IN THIS OFFICE ON DEC. 13, 1994.
I FURTHER CERTIFY, THAT SO FAR AS THE RECORDS OF THIS OFFICE SHOW, SAID
BUSINESS HAS NOT BEEN DISSOLVED, CANCELLED, OR WITHDRAWN, NOR HAS ITS
CHARTER/AUTHORITY BEEN VOIDED/REVOKED FOR NON-PAYMENT OF STATE TAXES
PROCLAMATION. IT NOW CONTINUES TO MAINTAIN ACTIVE STATUS WITHIN THE STATE OF NEW
JERSEY. AT THE TIME OF THE ISSUANCE OF THIS CERTIFICATE, ANNUAL REPORTS ARE
OUTSTANDING FOR 95.
I FURTHER CERTIFY THAT THE LOCATION OF THE REGISTERED OFFICE IS
ROBINSON ST JOHN ET AL
TWO PENN PLAZA EAST
NEWARK NJ 07105
AND THE REGISTERED AGENT IS GERARD S. DIFIORE.
MAY 22, 1996
/s/ Signature Illegible
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NEW JERSEY DEPARTMENT OF STATE
DIVISION OF COMMERCIAL RECORDING
APPLICATION FOR CERTIFICATE OF AUTHORITY
(For Use by Foreign Profit and Nonprofit Corporations)
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Check Appropriate Statue:
[x] N.J.S.A. 14A:13-4 et seq. New Jersey Profit Corporation Act (File
in Duplicate)
[ ] N.J.S.A. 15A:13-4 et seq. New Jersey Nonprofit Corporation Act
(File in Triplicate)
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Pursuant to the provisions of the appropriate Statue, checked above, of
the New Jersey Statutes, the undersigned corporation hereby applies for
the Authority to conduct business/activities in New Jersey and for that
purpose certifies to the following:
1. Name of Corporation: Power Efficiency Corporation
2. Incorporated under the laws of: Delaware
3. Date of Foreign Incorporation: October 19, 1994
4. The address of its main office or headquarters is: 32 Loockerman
Square, Suite L-100
(Street and postal designation)
Dover Delaware 19904
(City) (State) (Zip)
5. The name and address of its Registered agent in New Jersey is:
(Agent's Name) Gerard S. DiFiore
(Street and postal designation) Robinson, St. John & Wayne, Two Penn
Plaza East
(City) Newark (State) New Jersey (Zip)
07105-2249
Said Registered Agent is an agent of the corporation upon whom process
against the corporation may be served.
6. The period of its duration is: perpetual
7. The business/activities which the corporation is authorized to conduct
in New Jersey, and which it is also authorized to conduct in its home
jurisdiction are: manufacture and sale of power conservation devices
for electric motor control
NOTE: Attach a Good Standing Certificate from the home state dated no
more than 30 days prior to filing in New Jersey.
Signature: /s/ [illegible signature]
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Title: Chairperson of the Board
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(Must be Chairperson of the Board, President, or Vice President
Date: 11-3-94
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BY-LAWS
of
POWER EFFICIENCY CORPORATION
(a Delaware Corporation)
ARTICLE I - OFFICES
The registered office of Power Efficiency Corporation (the
"Corporation") shall be located in Dover, Delaware. The principal office of the
Corporation shall be in the City of Plainfield, County of Union, State of New
Jersey. The Corporation may also have offices at such other places within or
without the State of Delaware as the Board may from time to time determine or
the business of the Corporation may require.
ARTICLE II - SHAREHOLDERS
1. Place of Meetings.
Meetings of shareholders shall be held at the principal office of
the Corporation or at such place within or without the State of Delaware as the
Board shall authorize.
2. Annual Meeting.
The annual meeting of the shareholders shall be held on the first
Tuesday of the fifth month following the close of the Corporation's fiscal year
at 10:00 a.m. in each year if not a legal holiday, and if a legal holiday, then
on the next business day following at the same hour or at such other date and
time as may be fixed by the Board of Directors, when the shareholders shall
elect a Board and transact such other business as may properly come before the
meeting.
3. Special Meetings.
Special meetings of the shareholders may be called by the Board or
by the President and shall be called by the President or the Secretary at the
request in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.
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4. Fixing Record Date.
For the purpose of determining the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed, it shall be determined in
accordance with the provisions of law.
5. Notice of Meetings of Shareholders.
Written notice of each meeting of shareholders shall state the
purpose or purposes for which the meeting is called, the place, date, and hour
of the meeting and, unless it is the annual meeting, shall indicate that it is
being issued by or at the direction of the person or persons calling the
meeting. Notice shall be given either personally or by mail to each shareholder
entitled to vote at such meeting, not less than ten nor more than fifty days
before the date of the meeting. If action is proposed to be taken that might
entitle the shareholders to payment for their shares, the notice shall include a
statement of that purpose and to that effect. If mailed, the notice is given
when deposited in the United States mail, with postage thereon prepaid, directed
to the shareholder at his address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary & written request that notices to
him be mailed to some other address, then directed to him at such other address.
6. Waivers.
Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
7. Quorum of Shareholders.
Unless the Certificate of Incorporation provides otherwise, the
holders of a majority of the shares entitled to vote thereat shall constitute a
quorum at a meeting of shareholders for the transaction of any business,
provided that when a specified item of business is required to be voted on by a
class or classes, the holders of a majority of the shares of such class or
classes shall constitute a quorum for the transaction of such specified item of
business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.
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The shareholders present may adjourn the meeting despite the absence
of a quorum.
8. Proxies.
Every shareholder entitled to vote at a meeting of shareholders or
to express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after expiration of eleven months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.
9. Qualification of Voters.
Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the Certificate of Incorporation.
10. Vote of Shareholders.
Except as otherwise required by statute or by the Certificate of
Incorporation:
(a) directors shall be elected by a plurality of the votes cast
at a meeting of shareholders by the holders of shares entitled to vote in the
election;
(b) all other corporate action shall be authorized by a
majority of the votes cast.
11. Written Consent of Shareholders.
Any action that may be taken by vote may be taken without a meeting
on written consent, setting forth the action so taken, signed by the holders of
all the outstanding shares entitled to vote thereon or signed by such lesser
number of holders as may be provided for in the Certificate of Incorporation.
ARTICLE III - DIRECTORS
1. Board of Directors.
Subject to any provision in the Certificate of Incorporation the
business of the Corporation shall be managed by its Board of Directors, each of
whom shall be at least eighteen years of age and need not be shareholders.
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2. Number of Directors.
The number of directors shall be not less than three (3) nor more
than five (5). However, when all of the shares are owned by less than three
shareholders, the number of directors may be less than three but not less than
the number of shareholders. The number of directors shall be fixed by the Board
from time to time.
3. Election and Term of Directors.
At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.
4. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the
authorized number of directors and vacancies occurring in the Board for any
reason, except the removal of directors without cause, may be filled by the
affirmative vote of a majority of the directors then in office, although less
than a quorum exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the shareholders. A director elected to
fill a vacancy caused by resignation, death, or removal shall be elected to hold
office for the unexpired term of his predecessor.
5. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
6. Resignation.
A director may resign at any time by giving written notice to the
Board, the President, or the Secretary of the Corporation. Unless otherwise
specified by the notice, the resignation shall take effect upon receipt thereof
by the Board or such office, and the acceptance of the resignation shall not be
necessary to make it effective.
7. Quorum of Directors.
Unless otherwise provided in the Certificate of Incorporation, a
majority of the entire Board shall constitute a quorum for the transaction of
business or of any specified item of business.
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8. Action of the Board.
(a) Unless otherwise required by law, the vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board. Each director present shall have one vote
regardless of the number of shares, if any, which he may hold.
(b) Whenever any action is required or permitted to be taken by the
Board or any committee thereof, such action may be taken without a meeting if
all members of the Board or the committee consent in writing to the adoption of
a resolution authorizing the action. The resolution and the written consent
thereto by members of the Board or committee shall be filed with the minutes of
the proceedings of the Board or committee. Meetings may also be held by
conference telephone.
9. Place and Time of Board Meetings; Notice; Adjournment.
(a) The Board may hold its meetings at the office of the corporation
or at such other places, either within or without the State of Delaware, as it
may, from time to time, determine.
(b) A regular annual meeting of the Board shall be held immediately
following the annual meeting of shareholders at the place of such annual meeting
of shareholders.
(c) Regular meetings of the Board may be held without notice at such
time and place as it from time to time shall determine.
(d) Special meetings of the Board shall be held upon notice to the
directors and may be called by the President upon three days' notice to each
director either personally or by mail or by wire; special meetings shall be
called by the President or by the Secretary in a like manner on written request
of two directors. Notice of a meeting need not be given to any director who
submits a waiver of notice whether before or after the meeting or who attends
the meeting without protesting prior thereto or at its commencement, the lack of
notice to him.
(e) A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given to all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.
10. Chairman.
At all meetings of the Board the Chairman or, in his absence, the
President or, in his absence, Vice President or, in his absence, a chairman
chosen by the Board shall preside.
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11. Executive and Other Committees.
The Board, by resolution adopted by a majority of the entire Board,
may designate from among its members an executive committee and other
committees, each consisting of one or more directors. Each such committee shall
serve at the pleasure of the Board.
12. Compensation.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. Offices, Election, Term.
(a) The Board may elect or appoint a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, and a Treasurer, and such
other officers as it may determine, who shall have such duties, powers, and
functions as hereinafter provided.
(b) All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.
(c) Each officer shall hold office for the term for which he is
elected or appointed and until his successor has been elected or appointed and
qualified.
2. Removal, Resignation, Salary.
(a) Any officer elected or appointed by the Board may be removed by
the Board with or without cause.
(b) In the event of death, resignation, or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.
(c) Any two or more offices may be held by the same person, except
the offices of President and Secretary.
(d) The salaries of all officers shall be fixed by the Board.
(e) The directors may require any officer to give security for
the faithful performance of his duties.
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3. Chairman of the Board.
The Chairman of the Board shall be the chief executive officer of
the Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.
4. President.
The President shall be the chief operating officer of the
Corporation and shall have the management of the operations of the Corporation.
If there be no Chairman of the Board, the President shall perform the duties of
the Chairman of the Board.
5. Vice-Presidents.
During the absence or disability of the President, the Vice
President or, if there are more than one, the Executive Vice President, shall
have all the powers and functions of the President. Each Vice President shall
perform such other duties as the Board shall prescribe.
6. Secretary.
The Secretary shall;
(a) attend all meetings of the board and of the shareholders;
(b) record all votes and minutes of all proceedings in a book
to be kept for that purpose;
(c) give or cause to be given notice of all meetings of
shareholders and of special meetings of the Board;
(d) keep in safe custody the seal of the Corporation and affix
it to any instrument when authorized by the Board;
(e) when required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;
(f) keep all the documents and records of the Corporation as
required by law or otherwise in a proper and safe manner;
(g) perform such other duties as may be prescribed by the Board.
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7. Assistant Secretaries.
During the absence or disability of the Secretary, the Assistant
Secretary or, if there are more than one, the one so designated by the Secretary
or the Board, shall have all the powers and functions of the Secretary.
8. Treasurer.
The Treasurer shall;
(a) have the custody of the corporate funds and securities;
(b) keep full and accurate accounts of receipts and
disbursements in the corporate books;
(c) deposit all money and other valuables in the name and to
the credit of the Corporation in such depositories as may be designated by
the Board;
(d) disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;
(e) render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;
(f) render a full financial report at the annual meeting of the
shareholders if so requested;
(g) be furnished by all corporate officers and agents, at his
request, with such reports and statements as he may require as to all
financial transactions of the Corporation;
(h) perform such other duties as are given to him by these by-laws
or as from time to time are assigned to him by the Board or the President.
9. Assistant Treasurer.
During the absence or disability of the Treasurer, the Assistant
Treasurer or, if there are more than one, the one so designated by the Treasurer
or by the Board, shall have all the powers and functions of the Treasurer.
10. Sureties and Bonds.
In case the Board shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and with such
surety or sureties as the Board
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may direct, conditioned upon the faithful performance of his duties to the
Corporation and including responsibility for negligence and for the accounting
for all property, funds, or securities of the Corporation which may come into
his hands.
ARTICLE V - CERTIFICATES FOR SHARES
1. Certificates.
The shares of the Corporation shall be represented by certificates.
They shall be numbered and entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the President or a Vice President and the Treasurer or the
Secretary, and shall bear the corporate seal.
2. Lost or Destroyed Certificates.
The Board 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 to be lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board 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 and with such
surety or sureties 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.
3. Transfers of Shares.
(a) 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, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.
(b) The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.
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4. Closing Transfer Books.
The Board shall have the power to close the share transfer books of
the Corporation for a period of not more than ten days during the thirty day
period immediately preceding (i) any shareholders' meeting, or (ii) any date
upon which shareholders shall be called upon to or have a right to take action
without a meeting, or (iii) any date fixed for the payment of a dividend or any
other form of distribution, and only those shareholders of record at the time
the transfer books are closed shall be recognized as such for the purpose of (A)
receiving notice of or voting at such meeting, or (B) allowing them to take
appropriate action, or (C) entitling them to receive any dividend or other form
of distribution.
ARTICLE VI - DIVIDENDS
Subject to the provisions of the Certificate of Incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board, from time
to time, in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.
ARTICLE VII - CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the
name of the Corporation, the year of its organization, and the words "Corporate
Seal, Delaware." The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificate for shares or upon any corporate obligation
for the payment of money may be a facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified, or acknowledged by such officer or officers
or other person or persons as the Board may from time to time designate.
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ARTICLE IX - FISCAL YEAR
The fiscal year shall begin on the first day of January in each year
or at such other time as may be designated by the Board of Directors.
ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the Certificate of Incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
(a) Except as otherwise provided in the Certificate of Incorporation, the
by-laws may be amended, repealed, or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any directors. By-laws
may also be amended, repealed, or adopted by the Board; but any by-law adopted
by the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.
(b) If any by-law regulating an impending election of directors is
adopted, amended, or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended, or repealed, together with a concise statement of
the changes made.
Adopted by the Incorporator of the Corporation, this 20th day of
October 1994.
POWER EFFICIENCY CORPORATION
/s/ Gerard S. DiFiore
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Gerard S. DiFiore, Incorporator
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