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BYLAWS
Article 1: Offices
1.01 Registered Office & Agent. The
registered office of the Corporation shall be 16970 Dallas Parkway, Suite
402, Dallas, Texas 75248. The name of the registered agent at such address
is David Osborn.
1.02 Other Offices. The Corporation may
also have offices at other places in or out of the state of incorporation
as the Board of Directors may determine or as the business of the Corporation
may require.
Article 2: Shareholders
2.01 Place of Meetings. Meetings of Shareholders
shall be held at the time and place, in or out of the state of incorporation,
stated in the notice of the meeting or in a waiver of notice.
2.02 Annual Meetings. An annual meeting
of the Shareholders shall be held each year at 10 a.m. on a day during
the month of May to be selected by the Board of Directors. If the day is
a legal holiday, then the meeting shall be on the next business day following.
At the meeting, the Shareholders shall elect directors and transact such
other business as may properly be brought before the meeting.
2.03 Voting List. At least ten days before
each meeting of Shareholders, a complete list of the Shareholders entitled
to vote at the meeting, arranged in alphabetical order, with the address
of each and the number of voting shares held by each, shall be prepared
by the officer or agent having charge of the stock transfer books. The
list, for a period of ten days prior to the meeting, shall be kept on file
at the registered office of the Corporation and shall be subject to inspection
by any Shareholder at any time during usual business hours. The list shall
also be produced and kept open at the time and place of the meeting during
the whole time thereof, and shall be subject to the inspection of any Shareholder
during the whole time of the meeting.
2.04 Special Meetings. Special meetings
of the Shareholders, for any purpose, unless otherwise prescribed by statute
or by the Articles of Incorporation, or by these Bylaws, may be called
by the President, the Board of Directors, or the holders of not less than
one-fifth of all the shares entitled to vote at the meetings. Business
transacted at a special meeting shall be confined to the purposes stated
in the notice of the meeting.
2.05 Notice. Written or printed notice
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten nor more than sixty days before the date
of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting,
to each Shareholder of record entitled to vote at the meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the Shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
See also Bylaws 5.01 and 5.02.
2.06 Quorum. The holders of a majority
of the shares issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall be requisite and shall constitute
a quorum at meetings of the Shareholders for the transaction of business
except as otherwise provided by statute, by the Articles of Incorporation
or by these Bylaws. If a quorum is not present or represented at a meeting
of the Shareholders, the Shareholders entitled to vote, present in person
or represented by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum is present or represented. At an adjourned meeting at which a quorum
is present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
2.07 Majority Vote; Withdrawal of Quorum.
When a quorum is present at meeting, the vote to the holders of a majority
of the shares having voting power, present in person or represented by
proxy, shall decide any question brought before the meeting, unless the
question is one on which, by express provision of the statutes, the Articles
of Incorporation, or these Bylaws a higher vote is required in which case
the express provisions shall govern. The Shareholders present at a duly
constituted meeting may continue to transact business until adjournment,
despite the withdrawal of enough Shareholders to leave less than a quorum.
2.08 Method of Voting. Each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of Shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation. At any meeting of the Shareholders,
every shareholder having the right to vote may vote either in person, or
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy. Each proxy
shall be revocable unless expressly provided therein to be irrevocable
and unless otherwise made irrevocable by law. Each proxy shall be filed
with the secretary of the Corporation prior to or at the time of the meeting.
Voting for directors shall be in accordance with Section 3.06 of these
Bylaws. Any vote may be taken by voice or by show of hands unless someone
entitled to vote objects, in which case written ballots shall be used.
2.09 Record Date; Closing Transfer Books.
The Board of Directors may fix in advance a record date for the purpose
of determining Shareholders entitled to notice of or to vote at a meeting
of the Shareholders, the record date to be not less than ten nor more than
sixty days prior to the meeting; or the Board of Directors may close the
stock transfer books for such purpose for a period of not less than ten
nor more than sixty days prior to such meeting. In the absence of any action
by the Board of Directors, the date upon which the notice of the meeting
is mailed shall be the record date.
2.10 Action Without Meeting. Any action
required by statute to be taken at a meeting of the Shareholders, or any
action which may be taken at a meeting of the Shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by at least a majority (or the least amount required
by law, if more than a majority is required) of the Shareholders entitled
to vote with respect to the subject matter thereof and such consent shall
have the same force and effect as an actual vote of the Shareholders. The
consent may be in more than one counterpart. The signed consent, or a signed
copy shall be placed in the minute book.
2.11 Telephone and Similar Meetings. Shareholders,
directors and committee members may participate in and hold a meeting by
means of telephone or similar communications equipment by means of which
all persons participating in the meeting can communicate with each other.
Participation in such a meeting shall constitute presence in person at
the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
2.12 Order of Business at Meetings. The
order of business at annual meetings and so far as practicable at other
meetings of Shareholders shall be as follows unless changed by the Board
of Directors:
(1) Call to order
(2) Proof of due notice of meeting
(3) Determination of quorum and examination of proxies
(4) Announcement of availability of voting list (See Bylaw 2.03)
(5) Announcement of distribution of annual statement (See Bylaw 8.03)
(6) Reading and disposing of minutes of last meeting of Shareholders
(7) Reports of officers and committees
(8) Appointment of voting inspectors
(9) Unfinished business
(10) New business
(11) Nomination of directors
(12) Opening of polls for voting
(13) Recess
(14) Reconvening; closing of polls
(15) Report of voting inspectors
(16) Other business
(17) Adjournment
Article 3: Directors
3.01 Management. The business and affairs
of the Corporation shall be managed by the Board of Directors who may exercise
all such powers of the Corporation and do all such lawful acts and things
as are not (by statute or by the Articles of Incorporation or by these
Bylaws) directed or required to be exercised or done by the Shareholders.
3.02 Number; Qualification; Election; Term.
The Board of Directors shall consist of the number of new directors named
in the Corporation's organizational minutes, who need not be a shareholder
or resident of any particular state. The Director(s) shall be elected at
the annual meeting of the Shareholders, except as provided in Bylaws 3.03
and 3.05. Each Director elected shall hold office until his successor shall
be elected and shall qualify.
3.03 Change in Number. The number of directors
may be increased or decreased from time to time by amendment to these Bylaws
but no decrease shall have effect of shortening the term of any incumbent
director. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual meeting or
at a special meeting of Shareholders called for that purpose.
3.04 Removal. Any director may be removed
either for or without cause at any special or annual meeting of Shareholders,
by the affirmative vote of a majority in number of shares of the Shareholders
present, in person or by proxy, at such meeting and entitled to vote for
the election of such director if notice of intention to act upon such matter
shall have been given in the notice calling such meeting.
3.05 Vacancies. Any vacancy occurring in
the Board of Directors (by death, resignation, removal or otherwise) may
be filled by an affirmative vote of a majority of the Shareholders or a
majority of the directors present at a meeting of directors at which a
quorum of directors was present at the beginning of the meeting. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
3.06 Election of Directors. Directors shall
be elected by plurality vote. Cumulative voting will not be permitted.
3.07 Place of Meeting. Meetings of the
Board of Directors, regular or special, may be held in or out of the state
of incorporation.
3.08 First Meeting. The first meeting of
a newly elected board shall be held without further notice immediately
following or during the annual meeting of Shareholders, and at the same
place, unless by unanimous consent of the directors then elected and serving
the time or place is changed.
3.09 Regular Meetings. Regular meetings
of the Board of Directors may be held without notice at such time and place
as shall from time to time be determined by the board.
3.10 Special Meetings. Special meetings
of the Board of Directors may be called by the President or a majority
of the directors on three days' notice to each director, either personally,
by mail, by telegram, by facsimile, or by any type of electronic means,
including but not limited to email and other computer network transmissions.
Special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of one director. Except
as otherwise expressly provided by statute, Articles of Incorporation,
or these Bylaws, neither the business to be transacted at, nor the purpose
of, any special meeting need be specified in a notice or waiver of notice.
See also Bylaws 5.01 and 5.02.
3.11 Quorum; Majority Vote. At meetings
of the Board of Directors a majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business.
The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, except as
otherwise specifically provided by statute, the Articles of Incorporation,
or these Bylaws. If a quorum is not present at a meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.
3.12 Compensation. By resolution of the
Board of Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of the executive committee or of special or standing
committees may, by resolution of the Board of Directors, be allowed like
compensation for attending committee meetings.
3.13 Procedure. The Board of Directors
shall keep regular minutes of its proceedings. The minutes shall be placed
in the minute book of the Corporation.
3.14 Action Without Meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by a majority (or the least amount required
by law, if more than a majority is required) of the members of the Board
of Directors. Such consent shall have the same force and effect as an actual
vote at a meeting. The signed consent, or a signed copy, shall be placed
in the minute book. The consent may be in more than one counterpart.
3.15 Telephone and Similar Meetings. See
Bylaw 2.11.
Article 4: Executive Committee
4.01 Designation. The Board of Directors
may, by resolution adopted by a majority of the whole board, designate
an executive committee.
4.02 Number; Qualification; Term. The executive
committee shall consist of one or more directors. The executive committee
shall serve at the pleasure of the Board of Directors.
4.03 Authority. The executive committee,
to the extent provided in such resolution, shall have and may exercise
all of the authority of the Board of Directors in the management of the
business and affairs of the Corporation, including authority over the use
of the corporate seal. However, the executive committee shall not have
the authority of the board in reference to:
(a) Amending the Articles of Incorporation;
(b) Approving a plan of merger or consolidation;
(h) Fixing the compensation of any member of such committee;
(k) Authorizing the issuance of shares
of the Corporation.
4.04 Change in Number. The number of executive
committee members may be increased or decreased from time to time by resolution
adopted by a majority of the whole Board of Directors.
4.05 Removal. Any member of the executive
committee may be removed by the Board of Directors by the affirmative vote
of a majority of the whole board, whenever in its judgment the best interests
of the Corporation will be served thereby.
4.06 Vacancies. A vacancy occurring in
the executive committee (by death, resignation, removal or otherwise) may
be filled by the Board of Directors in the manner provided for original
designation in Bylaw 4.01.
4.07 Meetings. Time, place and notice (if
any) of executive committee meetings shall be determined by the executive
committee. See also Bylaws 5.01 and 5.02.
4.08 Quorum; Majority Vote. At meetings
of the executive committee, a majority of the number of members designated
by the Board of Directors shall constitute a quorum for the transaction
of business. The act of a majority of the members present at any meeting
at which a quorum is present shall be the act of the executive committee,
except as otherwise specifically provided by statute, the Articles of Incorporation,
or these Bylaws. If a quorum is not present at a meeting of the executive
committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum
is present.
4.09 Compensation. See Bylaw 3.12.
4.10 Procedure. The executive committee
shall keep regular minutes of its proceedings and report the same to the
Board of Directors when required. The minutes of the proceedings of the
executive committee shall be placed in the minute book of the Corporation.
4.11 Action Without Meeting. Any action
required or permitted to be taken at a meeting of the executive committee
may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by a majority (or the least amount required
by law, if more than a majority is required)of the members of the executive
committee. Such consent shall have the same force and effect as an actual
vote at a meeting. The signed consent, or a signed copy, shall be placed
in the minute book.
4.12 Telephone and Similar Meetings. See
Bylaw 2.11.
4.13 Responsibility. The designation of
an executive committee and the delegation of authority to it shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
Article 5: Notice
5.01 Method. Whenever by statute, the Articles
of Incorporation, these Bylaws, or otherwise, notice is required to be
given to a director, committee member, or security holder, and no provision
is made as to how the notice shall be given, it shall not be construed
to mean personal notice, but any such notice may be given: (a) in writing,
by mail, postage prepaid, addressed to the director, committee member,
or security holder at the address appearing on the books of the Corporation;
or (b) by facsimile machine or other types of electronic communications
such as email or through computer networks or by any other method permitted
by law. Any notice required or permitted to be given by mail shall be deemed
given at the time when the same is thus deposited in the United States
mails.
5.02 Waiver. Whenever, by statute or the
Articles of Incorporation or these Bylaws, notice is required to be given
to a security holder, committee member, or director, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether
before or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance at a meeting shall constitute a waiver
of notice of such meeting, except where a person attends for the express
purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
Article 6: Officers and Agents
6.01 Number; Qualification; Election; Term.
6.03 Vacancies. Any vacancy occurring in
any office of the Corporation (by death, resignation, removal or otherwise)
may be filled by the plurality vote of the Board of Directors.
6.04 Authority. Officers and agents shall
have such authority and perform such duties in the management by the Corporation
as are provided in these Bylaws or as may be determined by resolution of
the Board of Directors not inconsistent with these Bylaws.
6.05 Compensation. The compensation of
officers and agents shall be fixed from time to time by the Board of Directors.
6.06 President. The President shall be
the chief executive officer of the Corporation; if there is no chairman
of the board, he shall preside at all meetings of the Shareholders and
the Board of Directors; shall have general and active management of the
business and affairs of the Corporation; and shall see that all orders
and resolutions of the board are carried into effect. He shall perform
such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe.
6.07 Vice President. The vice presidents
in the order of their seniority, unless otherwise determined by the Board
of Directors, shall, in the absence or disability of the President, perform
the duties and have the authority and exercise the powers of the President.
They shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as
the President may from time to time delegate.
6.08 Secretary.
(a) The secretary shall attend all meetings
of the Board of Directors and all meetings of the Shareholders and record
all votes, actions, and the minutes of all proceedings in a book to be
kept for that purpose and shall perform like duties for the executive and
other committees when required.
(b) He shall give, or cause to be given,
notice of all meetings of the Shareholders and special meetings of the
Board of Directors.
(c) He shall keep in safe custody the seal
of the Corporation and, when authorized by the Board of Directors or the
executive committee, affix it to any instrument requiring it. When so affixed,
it shall be attested by his signature or by the signature of an assistant
secretary.
(d) He shall be under the supervision of
the President. He shall perform such other duties and have such other authority
and powers as the Board of Directors may from time to time prescribe or
as the President may from time to time delegate.
6.09 Assistant Secretary. The assistant
secretaries in the order of their seniority, unless otherwise determined
by the Board of Directors shall, in the absence or disability of the secretary,
perform the duties and have the authority and exercise the powers of the
secretary. They shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe or as the President
may from time to time delegate.
6.10 Treasurer.
(a) The treasurer shall have the custody
of the corporate funds and securities, shall keep full and accurate accounts
of receipts and disbursements of the Corporation, and shall deposit all
funds and other valuables in the name and to the credit of the Corporation
in depositories designated by the Board of Directors.
(b) He shall disburse the funds of the
Corporation as ordered by the Board of Directors, and prepare financial
statements as they direct.
(c) If required by the Board of Directors,
he shall give the Corporation a bond (in such form, in such sum, and with
such surety or sureties as shall be satisfactory to the board) for the
faithful performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Corporation.
(d) He shall perform such other duties
and have such other authority and powers as the Board of Directors may
from time to time prescribe or as the President may from time to time delegate.
6.11 Assistant Treasurer. The assistant
treasurers in the order of their seniority, unless otherwise determined
by the Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and have the authority and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe or the President
may from time to time delegate.
Article 7: Certificates and Shareholders
7.01 Certificates. Certificates in the
form determined by the Board of Directors shall be delivered representing
all shares to which Shareholders are entitled. Certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Each certificate shall state on its face the holder's name, the
number and class of shares, the par value of shares or a statement that
such shares are without par value, and such other matters as may be required
by law. It shall be signed by the President, a vice President or such other
officer or officers as the Board of Directors shall designate, and may
be sealed with the seal of the Corporation or a facsimile thereof. If a
certificate is countersigned by a transfer agent or an assistant transfer
agent or registered by a registrar (either of which is other than the Corporation
or an employee of the Corporation), the signature of any officer may be
a facsimile. Uncertificated shares are permitted to be issued provided
their issuance is permitted by state statute, and all procedures required
by state statute are followed.
7.02 Issuance. Shares (both treasury and
authorized but unissued) may be issued for such consideration (not less
than par value) and to such persons as the Board of Directors may determine
from time to time. Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid.
7.03 Payment for Shares.
(a) Kind. The consideration for the issuance
of shares shall consist of money paid, labor done (including services actually
performed for the Corporation) or property (tangible or intangible) actually
received. Neither promissory notes nor the promise of future services shall
constitute payment for shares unless permitted by law and approved by a
majority of the directors.
(b) Valuation. In the absence of fraud
in the transaction, the judgment of the Board of Directors as to the value
of consideration received shall be conclusive.
(c) Effect. When consideration, fixed as
provided by law, has been paid, the shares shall be deemed to have been
issued and shall be considered fully paid and nonassessable.
(d) Allocation of Consideration. The consideration
received for shares shall be allocated by the Board of Directors, in accordance
with law, between stated capital and capital surplus accounts.
7.04 Subscriptions. Unless otherwise provided
in the subscription agreement, subscriptions for shares, whether made before
or after organization of the Corporation, shall be paid in full at such
time or in such installments and at such times as shall be determined by
the Board of Directors. Any call made by the Board of Directors for payment
on subscriptions shall be uniform as to all shares of the same series.
In case of default in the payment on any installment or call when payment
is due, the Corporation may proceed to collect the amount due in the same
manner as any debt due to the Corporation or to cancel the subscription.
7.05 Lien. For any indebtedness of a shareholder
to the Corporation, the Corporation shall have a first and prior lien on
all shares of its stock owned by him and on all dividends or other distributions
declared thereon.
7.06 Lost, Stolen or Destroyed Certificates.
The Corporation shall issue a new certificate in place of any certificate
for shares previously issued if the registered owner of the certificate:
(a) Claim. Makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; and
(b) Timely Request. Requests the issuance
of a new certificate before the Corporation has notice that the certificate
has been acquired by a purchaser for value in good faith and without notice
of an adverse claim; and
(c) Bond. Gives a bond in such form, and
with such surety or sureties, with fixed or open penalty, as the Corporation
may direct, to indemnify the Corporation (and its transfer agent and registrar,
if any) against any claim that may be made on account of the alleged loss,
destruction or theft of the certificate; and
(d) Other Requirements. Satisfies any other
reasonable requirements imposed by the Corporation. When a certificate
has been lost, apparently destroyed or wrongfully taken, and the holder
of record fails to notify the Corporation within a reasonable time after
he has notice of it, and the Corporation registers a transfer of the shares
represented by the certificate before receiving such notification, the
holder of record is precluded from making any claim against the Corporation
for the transfer or for a new certificate.
7.07 Registration of Transfer. The Corporation
shall register the transfer of a certificate for shares presented and delivered
to it for transfer if:
(a) Endorsement. The certificate is properly
endorsed by the registered owner or by his duly authorized attorney; and
(b) Guarantee and Effectiveness of Signature.
The signature of such person has been guaranteed by the secretary of the
Corporation, a national banking association, or member of the New York
Stock Exchange, and reasonable assurance is given that such endorsements
are effective; and
(c) Adverse Claims. The Corporation has
no notice of an adverse claim or has discharged any duty to inquire into
such a claim and the shares have no express or implied Corporate liens
on them for obligations of the shareholder to the Corporation (see bylaw
7.05); and
(d) Collection of Taxes. Any applicable
law relating to the collection of taxes has been complied with.
7.08 Registered Owner. Prior to due presentment
for registration of transfer of a certificate for shares, the Corporation
may treat the registered owner as the person exclusively entitled to vote,
to receive notices and otherwise to exercise all the rights and powers
of a shareholder.
Article 8: General Provisions
8.01 Dividends and Reserves.
(a) Declaration and Payment. Subject to
statute and the Articles of Incorporation, dividends may be declared by
the Board of Directors at any regular or special meeting and may be paid
in cash, in property, or in shares of the Corporation. The declaration
and payment shall be at the discretion of the Board of Directors.
(b) Record Date. The Board of Directors
may fix in advance a record date for the purpose of determining Shareholders
entitled to receive payment of any dividend, the record date to be not
more than fifty days prior to the payment date of such dividend, or the
Board of Directors may close the stock transfer books for such purpose
for a period of not more than fifty days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the date
upon which the Board of Directors adopts the resolution declaring the dividend
shall be the record date.
(c) Reserves. By resolution the Board of
Directors may create such reserve or reserves out of the earned surplus
of the Corporation as the directors from time to time, in their discretion,
think proper to provide for contingencies, or to equalize dividends, or
to repair or maintain any property of the Corporation, or for any other
purpose they think beneficial to the Corporation. The directors may modify
or abolish any such reserve in the manner in which it was created.
8.02 Books and Records. The Corporation
shall keep correct and complete books and records of account, shall keep
minutes of the proceedings of its Shareholders and Board of Directors,
and shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of its Shareholders,
giving the names and addresses of all Shareholders and the number and class
of the shares held by each. Such books and records shall be made available
to any shareholder of record at reasonable times and places.
8.03 Annual Statement. The Board of Directors,
to the degree possible, shall mail to each shareholder of record, at least
10 days before each annual meeting, a full and clear statement of the business
and condition of the Corporation, including a reasonably detailed balance
sheet, income statement, surplus statement, and statement of changes in
financial position, for the last fiscal year and for changes in financial
position, for the last fiscal year and for the prior fiscal year, all prepared
in conformity with generally accepted accounting principles applied on
a consistent basis.
8.04 Checks and Notes. Checks, demands
for money, and notes of the Corporation shall be signed by officer(s) or
other person(s) designated from time to time by the Board of Directors.
8.05 Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.
8.06 Seal. The Corporation seal (of which
there may be one or more exemplars) shall contain the name of the state
of incorporation. The seal may be used by impressing it or reproducing
a facsimile of it, or otherwise.
8.07 Resignation. A director, committee
member, officer or agent may resign by giving written notice to the President
or the Secretary. The resignation shall take effect at the time specified
in it, or immediately if no time is specified. Unless it specifies otherwise,
a resignation takes effect without being accepted.
8.08 Amendment of Bylaws.
(a) These Bylaws may be altered, amended,
or repealed and any action requiring a plurality of the directors may be
accomplished at any meeting of the Board of Directors at which a quorum
is present, by the affirmative vote of a majority of the directors present
at such meeting, provided notice of the proposed alteration, amendment,
repeal, or action is contained in the notice of the meeting.
(b) These Bylaws may also be altered, amended
or repealed at any meeting of the Shareholders at which a quorum is present
or represented, by the affirmative vote of the holders of a majority of
the shares present or represented at the meeting and entitled to vote thereat,
provided notice of the proposed alteration, amendment or repeal is contained
in the notice of the meeting.
8.09 Construction. Whenever the context
so requires, the masculine shall include the feminine and neuter, and the
singular shall include the plural, and conversely. If any portion of these
Bylaws shall be invalid or inoperative, then, so far as is reasonable and
possible:
(a) The remainder of these Bylaws shall
be considered valid and operative, and
(b) Effect shall be given to the intent
manifested by the portion held invalid or inoperative.
8.10 Table of Contents; Headings. The table
of contents and headings are for organization, convenience and clarity.
In interpreting these Bylaws, they shall be subordinated in importance
to the other written material.
8.11 Relation to Articles of Incorporation.
These Bylaws are subject to, and governed by, the Articles of Incorporation.
f\corp\971114.o01
BYLAWS OF
HUDSON'S GRILL INTERNATIONAL, INC.
November 14, 1997
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