EXHIBIT 3.4
BYLAWS OF WORLD WIDE VIDEO, INC.
(VIRGINIA)
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BY-LAWS
OF
WORLD WIDE VIDEO, INC.
ARTICLE I - STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting: The annual meeting of the stockholders shall be
held each year, on such business day and at such place and hour as may be
provided in the notice of meeting, for the purpose of election of Directors and
for the transaction of such other business as may properly come before the
meeting. Notice of the time and place of the annual meeting of stockholders
shall be given by mailing a notice thereof to each stockholder of record at
least ten days and not more than sixty days prior to said meeting, postage
prepaid, addressed to his last known post office address.
Section 2. Other Meetings: Special meetings of stockholders may be called
by the Chairman of the Board of Directors, the President or by the Board of
Directors. Notice of such special meetings shall be given in the same manner as
is provided in the case of annual meetings and such meetings shall be at such
place as may be provided in the notice of the meeting. Notwithstanding the
foregoing, notice of a meeting of the stockholders to act on an amendment to the
Articles of Incorporation, a plan of merger or share exchange, a proposed sale,
lease, exchange or disposition of all or substantially all of the corporation's
property or the dissolution of the corporation shall be given not less than
twenty-five calendar days before the date of such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at his address as it appears on
the stock transfer books of the corporation at the close of business on the
record date established by resolution of the Board of Directors for such meeting
pursuant to Section 3 of this Article.
Section 3. Fixing the Record Date: The stockholders entitled to notice of
or to vote at any meeting of the stockholders, or the stockholders entitled to
receive payment of a dividend are the stockholders of record at the close of
business on the date before the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be.
Section 4. Quorum and Voting: Unless otherwise provided by law, a majority
of the outstanding shares entitled to vote represented in person or by proxy
shall constitute a quorum at a meeting of stockholders and if a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter
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shall, unless otherwise provided by law, be the act of the stockholders. Each
stockholder shall be entitled to one vote in person, or by proxy, for each share
entitled to vote standing in his name on the books of the Corporation.
Cumulative voting by stockholders at meetings or for any other purpose is
prohibited.
Section 5. Conduct of Meetings: The President shall preside over all meetings
of the stockholders. The Secretary of the Corporation shall act as Secretary of
all the meetings if he is present and if not present, the Chairman of the
meeting shall appoint a Secretary of the meeting. The stockholders may take
actions without meetings pursuant to ss.13.1-657 of the Code of Virginia.
ARTICLE II - BOARD OF DIRECTORS
Section 1. Number, Election and Terms: The management and control of the
business of the Corporation shall be vested in a Board of Directors, consisting
of one person. The number of Directors may be increased or decreased from time
to time by amendment of these By-Laws adopted by the stockholders. The Board of
Directors shall be elected at the annual meeting of the stockholders and any
special meeting held in lieu thereof. Directors shall hold office until removed,
or until the next annual meeting of the stockholders, or until their successors
are elected.
Section 2. Removal and Vacancies: The stockholders at any meeting, by a
vote of the holders of a majority of all the shares of Common Stock at the time
outstanding and having voting power, may remove any Director and fill the
vacancy. Any vacancy in the Board of Directors caused by resignation, death or
otherwise, may be filled by the remaining Directors at a special meeting called
for that purpose, or by the stockholders at any regular or special meeting held
prior to the filling of such vacancy by the Board as above provided. The person
so chosen as Director shall hold office until removed, or until the next annual
meeting of stockholders, or until his successor is elected.
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Section 3. Quorum: A majority of the number of Directors shall constitute a
quorum for the transaction of business. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 4. Meetings and Notices: Meetings of the Board of Directors shall
be held at times fixed by resolution of the Board, or upon the call of the
President, or upon the call of a majority of the members of the Board. Notice of
any meeting not held at a time fixed by a resolution of the Board shall be given
to each Director at least 24 hours before the meeting by delivering such notice
to his residence or business address. Any such notice shall contain the time and
place of the meeting, but need not contain either the business to be transacted
or the purpose of any meeting. Meetings of the Board of Directors may be held
within or without the Commonwealth of Virginia, and meetings may be held without
notice if all the Directors are present or those not present waive notice before
or after the meeting. The Board of Directors may take actions without meetings
pursuant to ss.13.1-685 of the Code of Virginia.
ARTICLE III - OFFICERS
Section 1. Election, Removal and Duties: The Board of Directors, promptly
after its election each year, shall elect a President (who shall be a Director)
and shall also elect a Secretary, who nay be the same person as the President,
and may elect or appoint a Treasurer and one or more Vice-Presidents or such
other officers as it may deem proper. Any officer may hold more than one office.
However, if the corporation has only one stockholder, such stockholder may hold
all offices. All officers shall serve for a term of one year and until their
respective successors are elected, but any officer may be removed summarily with
or without cause at any time by the vote of the majority of all of the
Directors. Vacancies among the officers shall be filled by the Directors. The
officers of the Corporation shall have such duties as generally pertain to their
respective offices and as are required by law as well as such powers and duties
as from time to time may be delegated to them by the Board of Directors.
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ARTICLE IV - NOTICES
Section 1. Notice: Whenever the provisions of law, or of these By-Laws
require notice to be given to any stockholder, director or officer, such notice
shall be given in manner prescribed by said By-Laws, or in the absence of
By-Laws in such manner as prescribed by the laws of the State of Virginia.
Section 2. Waiver: A waiver of any notice in writing, signed by a
stockholder, director or officer, whether before or after the time stated in
said waiver for holding a meeting, shall be deemed equivalent to a notice
required to be given to any stockholder, director or officer.
ARTICLE V - STOCK CERTIFICATES
Section 1. Form: Certificates of stock shall be issued in numerical order in
such form as may be approved by the Board of Directors, and each stockholder
shall be entitled to a certificate or certificates signed by the President and
by the Secretary with the corporate seal impressed upon them, certifying to the
number of shares owned by him.
Section 2. Transfers: All transfers of stock of the Corporation shall be made
upon its books by surrender of the certificate for the shares transferred
accompanied by an assignment in writing by the holder.
Section 3. Replacements: In case of the loss, mutilation, or destruction of a
certificate of stock, a duplicate certificate may be issued upon such terms not
in conflict with law as the Board of Directors may prescribe.
Section 4. Registered Stockholders: Registered stockholders only shall be
entitled to be treated by the Corporation as the holders in fact of the stock
standing in their respective names, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by these By-Laws or by the laws of
Virginia.
Section 5. Regulations: The Board of Directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of the capital stock of the Corporation, not inconsistent with the laws
of Virginia, the Articles of Incorporation and these By-Laws.
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ARTICLE VI - SEAL
Section 1. Seal: The Corporate Seal of the Corporation shall be of such
size, shape, design and shall bear such words, numbers and inscription as may be
determined and adopted by resolution of the Board of Directors.
ARTICLE VII - AMENDMENT OF BY-LAWS
Section 1. Amendments: The power to alter, amend or repeal the By-Laws or
adopt new By-Laws shall be vested in the Board of Directors except as stated in
Article II, Section 1.
Section 2. Vote by Directors: Any alteration, amendment or repeal of these
By-Laws or adoption of new By-Laws by the Board of Directors shall be by a
majority of the whole Board of Directors at any regular or special meeting.
ARTICLE VIII - CHECKS, NOTES AND DRAFTS
Section 1. Signatures: Checks, notes, drafts and other orders for the
payment of money shall be signed by such person or persons as the Board of
Directors from time, to time may authorize. The signature of any such person may
be a facsimile when authorized by the Board of Directors.
ARTICLE IX - INDEMNIFICATION
Section 1. Indemnification: Each person now or hereafter a director or
Officer of the Corporation (and his heirs, executors and administrators) shall
be indemnified by the corporation against all claims, liabilities, judgments,
settlements, costs and expenses, including all attorney's fees, imposed upon or
reasonably incurred by him in connection with or resulting from any action,
suit, proceeding or claim to which he is or may be made a party, by reason of
his being or having been a director or officer of the Corporation (whether or
not a director or officer at the time such costs or expenses are incurred by or
imposed upon him), except in relation to matters as to which he shall have been
finally adjudged in such action, suit or proceeding to be liable for gross
negligence or willful misconduct in the performance of his duties as such
director or officer. In the event of any other judgment against such director or
officer or in the event of a settlement, the indemnification shall be made only
if the Corporation shall be advised, in the case none of the persons involved
shall be or have been a director, by the Board of Directors of the Corporation,
and otherwise by independent counsel to be appointed by the Board of Directors,
that in its or his opinion such willful misconduct in the performance of his
duty, and in the event of a settlement, that such settlement was or is in the
best interest of the Corporation. If the determination is to be made by the
Board of Directors, it may rely as to all questions of law on the advice of
independent counsel. Such right of indemnification shall not be deemed exclusive
of any rights to which he may be entitled under any Bylaw, agreement, vote of
shareholders, or otherwise.
Date: August 4, 1997 /s/ John G. Perry
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Director
Date: August 1, 1997 /s/ Frank A. Maas
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Director
ATTEST:
/s/ Frank A. Maas
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Secretary
