Exhibit 3(ii)
Bylaws
BYLAWS OF
SLABSDIRECT.COM, INC.
ARTICLE I
OFFICES
The principal office of the Corporation shall be determined by the
Board of Directors, and the Corporation shall have other offices at such places
as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS' MEETINGS
Place
1. The place of stockholders' meetings shall be the principal office of the
Corporation unless some other place shall be determined and designated from time
to time by the Board of Directors.
Annual Meeting
2. The annual meeting of the stockholders of the Corporation for the election of
directors to succeed those whose terms expire, and for the transaction of such
other business as may properly come before the meeting, shall be held each year
on a date to be determined by the Board of Directors.
Special Meetings
3. Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of ten percent
(10%) or more of all the shares entitled to vote at such meeting, by the giving
of notice in writing as hereinafter described.
Voting
4. At all meetings of stockholders, voting may be viva voce; but any qualified
voter may demand a stock vote, whereupon such vote shall be taken by ballot and
the Secretary shall record the name of the stockholder voting, the number of
shares voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
therein.
Each stockholder shall have such rights to vote as the Certificate of
Incorporation provide for each share of stock registered in his name on the
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books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Order of Business
5. The order of business at any meeting of stockholders shall be as
follows:
1. Calling the meeting to order.
2. Call of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the
meeting and the existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of
any unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
10. New business.
11. Adjournment.
To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
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ARTICLE III
BOARD OF DIRECTORS
Organization and Powers
1. The Board of Directors shall constitute the policy-making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one and not more than ten directors, who shall be
elected at the annual meeting of stockholders by a plurality vote for a term of
one (1) year, and shall hold office until their successors are elected and
qualify. Directors need not be stockholders. Directors shall have all powers
with respect to the management, control, and determination of policies of the
Corporation that are not limited by these Bylaws, the Certificate of
Incorporation, or by statute, and the enumeration of any power shall not be
considered a limitation thereof.
Vacancies
2. Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term until their successors are elected and qualify.
Regular Meetings
3. A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Delaware, for the holding of additional regular meetings without other notice
than such resolution.
Special Meetings
4. Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed by
all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.
Notices
5. Notices of both regular and special meetings, save when held by unanimous
consent or participation, shall be mailed by the Secretary to each member of the
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Board not less than three days before any such meeting and notices of special
meetings may state the purpose thereof. No failure or irregularity of notice of
any regular meeting shall invalidate such meeting or any proceeding thereat.
Quorum and Manner of Acting
6. A quorum for any meeting of the board of Directors shall be a majority of the
Board of Directors as then constituted. Any 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. Any action of such majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board, shall always be as valid and effective in all respects as
if otherwise duly taken by the Board of Directors.
Executive Committee
7. The Board of Directors may by resolution of a majority of the Board designate
two (2) or more directors to constitute an executive committee, which committee,
to the extend provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
but the designation of such committee and the delegation of such authority
thereto shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed on it or him by law.
Order of Business
8. The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
1. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
Remuneration
9. No stated salary shall be paid to directors for their services as such, but,
by resolution of the Board of Directors, a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of the
Board. Members of special or standing committees may be allowed like
compensation for attending meetings. Nothing herein contained shall be construed
to preclude any director from receiving compensation for serving the Corporation
in any other capacity, subject to such resolutions of the Board of Directors as
may then govern receipt of such compensation.
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ARTICLE IV
OFFICERS
Titles
1. The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the
directors at their first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities of
such officers.
President
2. The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors. He shall be generally vested with the power of the chief executive
officer of the Corporation and shall countersign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of Directors
and required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.
Vice President
3. The Vice President shall perform all the duties of the President if the
President is absent or for any other reason is unable to perform his duties and
shall have such other duties as the Board of Directors shall authorize or
direct.
Secretary
4. The Secretary shall issue notices of all meetings of stockholders and
directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.
Treasurer
5 The Treasurer shall have custody of all monies and securities of the
Corporation and shall have supervision over the regular books of account. He
shall deposit all monies, securities, and other valuable effects of the
Corporation in such banks and depositories as the Board of Directors may
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designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time and
shall otherwise perform such duties as may be required of him by the Board of
Directors.
The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.
Vacancies or Absences
6. If a vacancy in any office arises in any manner, the directors then in office
may choose, by a majority vote, a successor to hold office for the unexpired
term of the officer. If any officer shall be absent or unable for any reason to
perform his duties, the Board of Directors, to the extent not otherwise
inconsistent with these Bylaws, may direct that the duties of such officer
during such absence or inability shall be performed by such other officer or
subordinate officer as seems advisable to the Board.
Compensation
7. No officer shall receive any salary or compensation for his services unless
and until the Board of Directors authorizes and fixes the amount and terms of
such salary or compensation.
ARTICLE V
STOCK
Regulations
1. The Board of Directors shall have power and authority to make all such rules
and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
Restrictions on Stock
2. The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Certificate of Incorporation or by statute. Any
stock so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.
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3. If the Corporation is, or becomes, a Corporation which is not required to
make current filings with the Securities and Exchange Commission pursuant to
either section 13 or 15(d) the Securities and Exchange Act of 1934, then no
transfer of shares shall be entered in the stockholders' register without the
previous consent of the directors expressed by a resolution of the Board of
Directors and the directors shall not be required to give any reason for
refusing to consent to such proposed registration.
ARTICLE VI
DIVIDENDS AND FINANCES
Dividends
1. Dividends may be declared by the directors and paid out of any funds legally
available therefor under the laws of Delaware, as may be deemed advisable from
time to time by the Board of Directors of the Corporation. Before declaring any
dividends, the Board of Directors may set aside out of net profits or earned or
other such surplus sums as the Board may think proper as a reserve fund to meet
contingencies or for other purposes deemed proper and to the best interests of
the Corporation.
Monies
2. The monies, securities, and other valuable effects of the Corporation shall
be deposited in the name of the Corporation in such banks or trust companies as
the Board of Directors shall designate and shall be drawn out of removed only as
may be authorized by the Board of Directors from time to time.
Fiscal Year
3. The Board of Directors shall determine the fiscal year of the Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or
officers, or former directors or officers, or any person who may have served at
its request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
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the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw, agreement,
vote of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.
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