ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at 1050 South State Street,
Dover, Delaware 19901. The registered agent in charge
thereof shall be Corp. America Inc.
Section 2. The corporation may also have offices at such
other places as the Board of Directors may from time to
time appoint or the business of the corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS'MEETINGS
Section 1. Meetings of stockholders shall be held at the
registered office of the corporation in this state or at such
place, either within or without this state, as may be selected
from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall be held on the 30th day of December in each
year if not a legal holiday, and if a legal holiday, then on
the next secular day following at 11 o'clock a.m.., when they
shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date
designated therefor, the directors shall cause the meeting to
be held as soon thereafter as convenient.
Section 3. ELECTION OF DIRECTORS: Elections of the directors
of the corporation will be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the stock-
holders may be called at any time by the President, or the
Board of Directors, or stockholders entitled to cast votes at the
particular meeting. At any time, upon written request of any
person or persons who have duly called a special meeting, it
shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of
the request, and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of the meeting and
give notice thereof, the person or persons calling the meeting
may do so.
Business transacted at all special meetings shall be confined
to the objects stated in the call and matters germane thereto,
unless all stockholders entitled to vote are present and
consent.
Written notice of a special meeting of stockholders stating
the time and place and object thereof, shall be given to each
stockholder entitled to vote thereat at least 14 days before
such meeting, unless a greater period of notice is required by
statute in a particular case.
Section 5. QUORUM: A majority of the outstanding shares of
the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than a majority of the outstanding shares entitled to
vote is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. 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 noticed. The stockholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable proxy
regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, written notice of any
meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to
vote at such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required
to be taken at any annual or special meeting of stockholders of
a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less that the
minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder. No share of stock upon which any
installment is due and unpaid shall be voted at any meeting. The
list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors, three in number.
The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term
of one year, and until his successor shall be elected and shall
qualify or until his earlier resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board
shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be
determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the Board
may be called by the President on 14 days notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority
of the directors.
Section 4. QUORUM: A majority of the total number of
directors shall constitute a quorum for the transaction of
business.
Section 5. CONSENT IN LIEU OF 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 all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
or committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may
participate in a meeting of the Board, of a committee of the
Board or of the stockholders, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in
person at such meeting.
Section 7. COMPENSATION: Directors, as such, shall not
receive any stated salary for their services, but by
resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board PROVIDED, that nothing
herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and
receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board of
Directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at
an election of directors, except that when cumulative voting
is permitted, if less than the entire Board is to be removed,
no director may be removed without cause if the votes cast
against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of
Directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the directors and shall be a President, Secretary
and Treasurer. The Board of Directors may also choose a
Chairman, one or more Vice Presidents and such other officers
as it shall deem necessary. Any number of offices may be held
by the same person.
Section 2. SALARIES: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation
shall hold office for one year and until their successors are
chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of
Directors whenever, in its judgment, the best interest of the
corporation will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive officer of the corporation; he shall preside at all
meetings of the stockholders and directors; he shall have
general and active management of the business of the
corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right
of the directors to delegate any specific powers, except such
as may be by statute exclusively conferred on the President,
to any other officer or officers of the corporation. He shall
execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation. He shall be EX-OFFICIO a
member of all committees, and shall have the general power and
duties of supervision and management usually vested in the
office of President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions
of the Board and all meetings of the stockholders and act as
clerk thereof, and record all the votes of the corporation and
the minutes of all its transactions in a book to be kept for
that purpose, and shall perform like duties for all committees
of the Board of Directors when required. He shall give, or
cause to be given, notice of all meetings of the stockholders
and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or
President, and under whose supervision he shall be. He shall
keep in safe custody the corporate seal of the corporation,
and when authorized by the Board, affix the same to any
instrument requiring it.
Section 6. TREASURER: The Treasurer 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 keep the moneys of the
corporation in a separate account to the credit of the
corporation. He shall disburse the funds of the corporation
as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall
be filled by the Board of Directors. Vacancies and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or
by a sole remaining director. If at any time, by reason of
death or resignation or other cause, the corporation should
have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian
of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may
call a special meeting of stockholders in accordance with the
provisions of these By-law's.
Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE: When one
or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by
attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and
its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall
be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be
directed to the corporation at its registered office in this
state or at its principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDEND, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear
the corporate seal and shall be signed by the President and
Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on
the books of the corporation upon surrender of the
certificates therefor, endorsed by the person named in the
certificate or by attorney, lawfully constituted in writing.
No transfer shall be made which inconsistent with law.
Section 3. LOST CERTIFICATE: The corporation may issue a
new certificate of stock in the place of any certificate
signed by it, alleged to have been lost, stolen or destroyed,
and the corporation may require the owner of the lost, stolen
or destroyed certificate, or his legal representative, to give
the corporation a bond sufficient to indemnify it against any
claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the
issuance of such new certificate.
Section 4. RECORD DATE: In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days
prior to any other action.
If no record date is fixed-.
(a) The record date for determining 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 notice is given, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on
which the first written consent is expressed.
(c) The record date for determining stockholders for
any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare
and pay dividends upon the outstanding shares of the
corporation, from time to time and to such extent as they deem
advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend there
may be set aside out of the net profits of the corporation such
sum or sums as the directors, from time to time, in their
absolute discretion, think 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 directors shall think conducive to the
interests of the corporation, and the directors may abolish
any such reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and notes
of the corporation shall be signed by such officer or officers
as the Board of Directors may from time to time designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the
first day of January.
Section 3. NOTICE: Whenever written notice is required
to be given to any person, it may be given to such person,
either personally or by sending a copy thereof through the
mail, or by telegram, charge prepaid, to his address appearing
on the books of the corporation, or supplied by him to the
corporation for the purpose of notice. If the notice is sent
by mail or by telegraph, it shall be deemed to have been given
to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to
such person. Such notice shall specify the place, day and
hour of the meeting and, in the case of a special meeting of
stockholders, the general nature of the business to be
transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is
required by statute, or by the Certificate or the By-law's of
this corporation, a waiver thereof in writing, signed by the
person or persons entitle to such notice, whether before or
after the time stated therein, shall be deemed equivalent to
the giving of such notice. Except in the case of a special
meeting of stockholders, neither the business to be transacted
at nor the purpose of the meeting need be specified in the
waiver of notice of such meeting. Attendance of a person
either in person or by proxy, at any meeting shall constitute
a wavier of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not
lawfully called or convened.
Section 5. DISALLOWED COMPENSATION Any payments made to an
officer or employee of the corporation such as a salary,
commission, bonus, interest, rent, travel or entertainment
expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or employee to
the corporation to the full extent of such disallowance. It
shall be the duty of the directors, as a Board, to enforce
payment of each such amount disallowed. In lieu of payment by
the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the
corporation has been recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at any time, such resignation to be in writing and to
take effect from the time of its receipt by the corporation,
unless some time be fixed in the resignation and then from
that date. The acceptance of a resignation shall not be required
to make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement
of the business and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented in
whatever manner the Board of Directors shall deem advisable
and need not be verified by a Certified Public Accountant.
ARTICLE XI - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party or
is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigation (hereinafter a
"proceeding"), by reason of the fact that he or she, or a
person of whom he or she 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 as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that,
except as provided in paragraph (b) hereof, the Corporation
shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its disposition: provided, however,
that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such
person while a director or officer), to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect
as the foregoing indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT: If a written claim
under paragraph (a) of this Section has been received by the
Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Delaware Corporation law for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard or
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard or conduct.
(c) Notwithstanding any limitation to the contrary
contained in sub-paragraphs (a) and (b) of this section, the
corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware,
as the same may be amended and supplemented, indemnify any and
all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-law, agreement, vote
of stockholders or disinterested Directors or otherwise, both
as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue
as to a person who has ceased to be director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(d) INSURANCE: The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation
Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the
vote of stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast thereon, at
any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.
