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Exhibit 3.3
BY-LAWS
OF
VIDKID DISTRIBUTION, INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be established and
maintained at 3100 North 29th Court, in the City of Hollywood, County of
Broward, State of Florida. The corporation may also have offices at such place
within or without the State of Florida as the board may from time to time
establish.
ARTICLE II - STOCKHOLDERS
1. PLACE OF MEETING
Meetings of the stockholders shall be held at the principal office of
the corporation or at such place within or without the State of Florida as the
board shall authorize.
2. ANNUAL MEETING
The annual meeting of stockholders shall be held on the 11th day of
August, at 12:30 a.m. in each year; however, if such day falls on a Sunday or
legal holiday, then on the next business day following at the same time, the
stockholders shall elect a board of directors and transact such other business
as may properly come before the meeting.
3. SPECIAL MEETING
Special meetings of the stockholders may be called by the board or by
the president or at the written request of stockholders owning a majority of the
stock entitled to vote at such meeting. A meeting requested by stockholders
shall be called for a date not less than ten (10) nor more than sixty (60) days
after the request is made. The secretary shall issue the call for the meeting
unless the president, the board or the stockholders shall designate another to
make said call.
4. NOTICE OF MEETING
Written notice of each meeting of stockholders shall state the purpose
of the meeting and the time and place of the meeting. Notice shall be mailed to
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stockholder having the right and entitled to vote at such meetings at his last
address as it appears on the records of the corporation, not less than ten (10)
nor more than sixty (60) days before the date set for such meeting. Such notice
shall be sufficient for the meeting and any adjournment thereof. If any
stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any stockholder may waive notice of any meeting either
before, during or after the meeting.
5. RECORD DATE
The board may fix a record date not more than forty (40) days prior to
the date set for a meeting of stockholders as the date as of which the
stockholders of record who have the right to and are entitled to notice of and
to vote at such meeting and any adjournment thereof shall be determined. Notice
that such date has been fixed shall be published in the city, town or county
where the principal office of the corporation is located and in each city or
town where a transfer agent of the stock of the corporation is located.
6. VOTING
Every stockholder shall be entitled at each meeting and upon each
proposal presented at each meeting to one (1) vote for each share of voting
stock recorded in his name on the books of the corporation on the record date as
fixed by the board and if no record date was fixed, then on the date of the
meeting. The books of records of stockholders shall be produced at the meeting
upon the request of any stockholder. Upon the demand of any stockholder, the
vote for directors and the vote upon any question before the meeting, shall be
by ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote.
7. QUORUM
The presence, in person or by proxy, of stockholders holding a majority
of the stock of the corporation entitled to vote shall constitute a quorum at
all meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed by only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
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8. PROXIES
At any stockholders' meetings or any adjournment thereof, any
stockholder of record having the right and entitled to vote thereat may be
represented and vote by proxy appointed in a written instrument. No such proxy
shall be voted after three (3) years from the date of the instrument unless the
instrument provides for a longer period. In the event that any such instrument
provides for two (2) or more persons to act as proxies, a majority of such
persons present at the meeting, or if only one (1) be present, that one, shall
have all the powers conferred by the instrument upon all the persons so
designated unless the instrument shall otherwise provide.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business of the corporation shall be managed and its corporate
powers exercised by a board of directors each of whom shall be of full age. It
shall not be necessary for directors to be stockholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of stockholders and
each director elected shall hold office until his successor had been elected and
qualified, or until his prior resignation or removal.
3. VACANCIES
If the office of any director, member of a committee or other office
becomes vacant, the remaining directors in office, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the directors may be removed with or without cause by
vote of a majority of all the stock outstanding and entitled to vote at a
special meeting of stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIP
The number of directors may be increased by amendment of these By-Laws
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by the affirmative vote of a majority of the directors, though less than a
quorum, or by the affirmative vote of a majority in interest of the
stockholders, at the annual meeting or at a special meeting called for that
purpose, and by like vote, the additional directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
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 in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
7. QUORUM OF DIRECTORS
A majority of the directors shall constitute a quorum for the
transaction of business. If at any meeting of the board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time until a quorum is obtained and no further notice thereof need be given
other than by announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETING
The board may hold its meeting at the office of the corporation or at
such other places either within or without the State of Florida as it may from
time to time determine.
9. REGULAR ANNUAL MEETING
A regular annual meeting of the board shall be held immediately
following the annual meeting of stockholders at the place of such annual meeting
of stockholders.
10. NOTICE OF MEETING OF THE BOARD
Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three (3) 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 (2) 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
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without protesting prior thereto or at its commencement, the lack of notice to
him.
11. EXECUTIVE AND OTHER COMMITTEES
The board, by resolution, may designate two (2) or more of their number
to one (1) or more committees, which, to the extent provided in said resolution
or these By-Laws may exercise the powers of the board in the management of the
business of the corporation.
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. OFFICERS, ELECTION AND TERM
(A) The board may elect or appoint a chairman, a president, one (1) or
more vice-presidents, a secretary, an assistant secretary, a treasurer and an
assistant treasurer and such other officers as it may determine who shall have
duties and powers as hereinafter provided.
(B) All officers shall be elected or appointed to hold office until the
meeting of the board following the next annual meeting of stockholders and until
their successors have been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
(A) Any officer elected or appointed by the board may be removed by the
board with or without cause.
(B) In the event of the 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 (2) or more offices may be held by the same person.
(D) The salaries of all officers shall be fixed by the board.
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(E) The directors may require any officer to give security for the
faithful performance of his duties.
3. CHAIRMAN
The chairman of the board, if one be elected, shall preside at all
meetings of the board and he shall have and perform such other duties and from
time to time may be assigned to him by the board or the executive committee.
4. PRESIDENT
The president shall be the chief executive officer of the corporation
and shall have the general powers and duties of supervision and management
usually vested in the office of president of a corporation. He shall preside at
all meetings of the stockholders, if present thereat, and in the absence or
non-election of the chairman of the board, at all meetings of the board, and
shall have general supervision, direction and control of the business of the
corporation. Except as the board shall authorize the execution thereof in some
other manner, he shall execute bonds, mortgages and other contracts on behalf of
the corporation, and shall cause the seal to be affixed to any instrument
requiring it and when so affixed, the seal shall be attested by the signature of
the secretary or the treasurer or an assistant secretary or an assistant
treasurer.
5. VICE-PRESIDENTS
During the absence or disability of the president, the vice-president,
or if there are more than one (1), 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 attend all meetings of the board and of the
stockholders, record all votes and minutes of all proceedings in a book to be
kept for that purpose, give or cause to be given notice of all meetings of
stockholders and of special meetings of the board, keep in safe custody the seal
of the corporation and affix it to any instrument when authorized by the board,
when required, prepare or cause to be prepared and be available at each meeting
of the stockholders a certified list in alphabetical order of the names of the
stockholders entitled to vote thereat, indicating the number of shares of each
respective class held by each, keep all the documents and records of the
corporation as required by law or otherwise in a proper and safe manner, and
perform such other duties a may be prescribed by the board or assigned to him by
the president.
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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 (1) the one so designated by the
secretary or by the board, shall have all the powers and functions of the
secretary.
8. TREASURER
The treasurer shall have custody of the corporate funds and securities,
keep full and accurate accounts of receipts and disbursements in the corporate
books, 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, disburse
the funds of the corporation as may be ordered or authorized by the board and
preserve proper vouchers for such disbursements, 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, render a full financial report at the annual meeting of the
stockholders if so requested, be furnished by all corporate officers and agents
at this request with such reports and statements as he may require as to all
financial transactions of the corporation, and 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 TREASURERS
During the absence or disability of the treasurer, the assistant
treasurer, or if there are more than one (1), the one so designated by the
secretary 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 of agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board 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.
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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 holders' name and the number of shares and shall
be signed by the president and the secretary and shall bear the corporate seal.
When such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the corporation and a
registrar, the signatures of such officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES
The board may direct a new certificate or certificates to be issued in
place of any 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 or 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 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
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 made for its principal
office. Whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer. No transfer
shall be made within ten (10) days next preceding the annual meeting of the
stockholders.
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 (10) days during the thirty (30)
day period immediately preceding (A) any stockholders' meeting, or (B) any date
upon which stockholders shall be called upon to or have a right to take action
without a meeting, or (C) any date fixed for the payment of a dividend or any
other form of distribution, and only those stockholders of records at the time
the transfer books are closed, shall be
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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
The board may out of funds legally available, at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and when
it deems expedient. Before declaring any dividend, there may be set apart out of
any funds of the corporation available for dividends, such sums or sums as the
board from time to time in their discretion deem proper for working capital or
as a reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the board shall deem conducive to the interest of the
corporation.
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,
FLORIDA". The seal may be used by causing to be impressed directly on the
instrument, or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE VII - 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.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution of the board.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of each year.
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ARTICLE X - NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in a post office box
in a sealed post-paid wrapper, addressed to the person entitled thereto at his
last known post office address, and such notice shall be deemed to have been
given on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
Statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Articles of Incorporation
of the corporation or these By-Laws, a wavier thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein shall be deemed equivalent thereto.
ARTICLE XI - CONSTRUCTION
Whenever a conflict arises between the language of these Bylaws and the
Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE XII - CLOSE CORPORATION
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Any action of the stockholders, directors or committee may be taken
without a meeting if consent in writing, setting forth the action so taken,
shall be signed by all persons who would be entitled to vote on such action at a
meeting and filed with the secretary of the corporation as part of the
proceedings of the stockholders, directors or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDERS
In the event the stockholders are named in the Articles of
Incorporation and are empowered therein to manage the affairs of the corporation
in lieu of directors, the stockholders of the corporation shall be deemed
directors for the purposes of these By-Laws and wherever the words "directors",
"board of directors" or "board" appear in these By-Laws, those words shall be
taken to mean stockholders.
The shareholders may, by majority vote, create a board of directors to
manage the business of the corporation and exercise its corporate powers.
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ARTICLE XIII - AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made contained in the notice of such
special meeting, by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the board at any regular meeting of the board or at any special
meeting of the board if notice of the proposed alteration or repeal to be made
be contained in the notice of such special meeting.
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