EX - 2.2 By-Laws
BY-LAWS
OF
Dstage.com, Inc.
--------------------------------------------------------------------------------
ARTICLE I
OFFICES
1.1 Registered Office: The registered office shall be established and maintained
at and shall be the registered agent of the Corporation in charge hereof.
1.2 Other Offices: The corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of Directors
may from time to time appoint or the business of the corporation may require,
provided, however, that the corporation's books and records shall be maintained
at such place within the continental United States as the Board of Directors
shall from time to time designate.
ARTICLE II
STOCKHOLDERS
2.1 Place of Stockholders' Meetings: All meetings of the stockholders of the
corporation shall be held at such place or places, within or outside the State
of Delaware as may be fixed by the Board of Directors from time to time or as
shall be specified in the respective notices thereof.
2.2 Date and Hour of Annual Meetings of Stockholders: An annual meeting of
stockholders shall be held each year within five months after the close of the
fiscal year of the Corporation.
2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders shall
elect the members of the Board of Directors for the succeeding year. At any such
annual meeting any further proper business may be transacted.
<PAGE>
2.4 Special Meetings of Stockholders: Special meetings of the stockholders or of
any class or series thereof entitled to vote may be called by the President or
by the Chairman of the Board of Directors, or at the request in writing by
stockholders of record owning at least fifty (50%) percent of the issued and
outstanding voting shares of common stock of the corporation.
2.5 Notice of Meetings of Stockholders: Except as otherwise expressly required
of permitted by law, not less than ten days nor more than sixty days before the
date of every stockholders' meeting the Secretary shall give to each stockholder
of record entitled to vote at such meeting, written notice, served personally by
mail or by telegram, stating 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. Such notice, if mailed shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
for notices to such stockholder as it appears on the records of the corporation.
2.6 Quorum of Stockholders: (a) Unless otherwise provided by the Certificate of
Incorporation or by law, at any meeting of the stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of the votes
thereat shall constitute a quorum. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
At any meeting of the stockholders at which a quorum shall be present, a
majority of voting stockholders, present in person or by proxy, may adjourn the
meeting.
At any adjourned session at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting originally called but
only those stockholders entitled to vote at the meeting as originally noticed
shall be entitled to vote at any adjournment or adjournments thereof, unless a
new record date is fixed by the Board of Directors.
If an adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Chairman and Secretary of Meeting: The President, shall preside at meetings of
the stockholders. The Secretary shall act as secretary of the meeting or if he
is not present, then the presiding officer may appoint a person to act as
secretary of the meeting.
<PAGE>
Voting by Stockholders: Except as may be otherwise provided by the Certificate
of Incorporation or these by-laws, at every meeting of the stockholders each
stockholder shall be entitled to one vote for each share of voting stock
standing in his name on the books of the corporation on the record date for the
meeting. Except as otherwise provided by these by-laws, all elections and
questions shall be decided by the vote of a majority in interest of the
stockholders present in person or represented by proxy and entitled to vote at
the meeting.
Proxies: Any stockholder entitled to vote at any meeting of stockholders may
vote either in person or by proxy. Every proxy shall be in writing, subscribed
by the stockholder or his duty authorized attorney-in-fact, but need not be
dated, sealed, witnessed or acknowledged.
Inspectors: The election of directors and any other vote by ballot at any
meeting of the stockholders shall be supervised by at least two inspectors. Such
inspectors may be appointed by the presiding officer before or at the meeting;
or if one or both inspectors so appointed shall refuse to serve or shall not be
present, such appointment shall be made by the officer presiding at the meeting.
List of Stockholders: (a) At least ten days before every meeting of
stockholders, the Secretary shall prepare and make 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. (b) During ordinary business hours, for a
period of at least ten days prior to the meeting, such list shall be open to
examination by any stockholder for any purpose germane 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 of the meeting, and it may be inspected by any stockholder
who is present.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this Section 2.11 or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.
Procedure at Stockholders' Meetings: Except as otherwise provided by these
by-laws or any resolutions adopted by the stockholders or Board of Directors,
the order of business and all other matters of procedure at every meeting of
stockholders shall be determined by the presiding officer.
<PAGE>
Action By Consent Without Meeting: Unless otherwise provided by the Certificate
of Incorporation, any action required to be taken at any annual or special
meeting of stockholders, or any action which may be taken at any annual or
special meeting, 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 not having less than 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.
ARTICLE III
DIRECTORS
Powers of Directors: The property, business and affairs of the corporation shall
be managed by its Board of Directors which may exercise all the powers of the
corporation except such as are by the law of the State of Delaware or the
Certificate of Incorporation or these by-laws required to be exercised or done
by the stockholders.
Number, Method of Election, Terms of Office of Directors: The number of
directors which shall constitute the Board of Directors shall be ( 3 ) unless
and until otherwise determined by a vote of a majority of the entire Board of
Directors. Each Director shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified, provided,
however, that a director may resign at any time. Directors need not be
stockholders.
Vacancies on Board of Directors; Removal: (a) Any director may resign his office
at any time by delivering his resignation in writing to the Chairman of the
Board or to the President. It will take effect at the time specified therein or,
if no time is specified, it will be effective at the time of its receipt by the
corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation. (b) Any vacancy in
the authorized number of directors may be filled by majority vote of the
stockholders and any director so chosen shall hold office until the next annual
election of directors by the stockholders and until his successor is duly
elected and qualified or until his earlier resignation or removal. (c) Any
director may be removed with or without cause at any time by the majority vote
of the stockholders at a special meeting of the stockholders called for that
purpose.
<PAGE>
Meetings of the Board of Directors: (a) The Board of Directors may hold their
meetings, both regular and special, either within or outside the State of
Delaware.
Regular meetings of the Board of Directors may be held at such time and place as
shall from time to time be determined by resolution of the Board of Directors.
No notice of such regular meetings shall be required. If the date designated for
any regular meeting be a legal holiday, then the meeting shall be held on the
next day which is not a legal holiday.
The first meeting of each newly elected Board of Directors shall be held
immediately following the annual meting of the stockholders for the election of
officers and the transaction of such other business as may come before it. If
such meeting is held at the place of the stockholders' meeting, no notice
thereof shall be required.
Special meetings of the Board of Directors shall be held whenever called by
direction of the Chairman of the Board or the President or at the written
request of any one director.
The Secretary shall give notice to each director of any special meeting of the
Board of Directors by mailing the same at least three days before the meeting or
by telegraphing, telexing, or delivering the same not later than the date before
the meeting.
Unless required by law, such notice need not include a statement of the business
to be transacted at, or the purpose of, any such meeting. Any and all business
may be transacted at any meeting of the Board of Directors. No notice of any
adjourned meeting need be given. No notice to or waiver by any director shall be
required with respect to any meeting at which the director is present.
Quorum and Action: Unless provided otherwise by law or by the Certificate of
Incorporation or these by-laws, a majority of the Directors shall constitute a
quorum for the transaction of business; but if there shall be less than a quorum
at any meeting of the Board, a majority of those present may adjourn the meeting
from time to time. The vote of a majority of the Directors present at any
meeting at which a quorum is present shall be necessary to constitute the act of
the Board of Directors.
Presiding Officer and Secretary of the Meeting: The President, or, in his
absence a member of the Board of Directors selected by the members present,
shall preside at meetings of the Board. The Secretary shall act as secretary of
the meeting, but in his absence the presiding officer may appoint a secretary of
the meeting.
<PAGE>
Action by Consent without 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 or proceedings of the Board or committee.
Action by Telephonic Conference: Members of the Board of Directors, or any
committee designated by such board, may participate in a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting.
Committees: The Board of Directors shall, by resolution or resolutions passed by
a majority of Directors designate one or more committees, each of such
committees to consist of one or more Directors of the Corporation, for such
purposes as the Board shall determine. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee.
Compensation of Directors: Directors shall receive such reasonable compensation
for their service on the Board of Directors or any committees thereof, whether
in the form of salary or a fixed fee for attendance at meetings, or both, with
expenses, if any, as the Board of Directors may from time to time determine.
Nothing herein contained shall be construed to preclude any Director from
serving in any other capacity and receiving compensation thereof.
ARTICLE IV
OFFICERS
Officers, Title, Elections, Terms: (a) The elected officers of the corporation
shall be a President, a Treasurer and a Secretary, and such other officers as
the Board of Directors shall deem advisable. The officers shall be elected by
the Board of Directors at its annual meeting following the annual meeting of the
stockholders, to serve at the pleasure of the Board or otherwise as shall be
specified by the Board at the time if such election and until their successors
are elected and qualified.
The Board of Directors may elect or appoint at any time, and from time to time,
additional officers or agents with such duties as it may deem necessary or
desirable. Such additional officers shall serve at the pleasure of the Board or
otherwise as shall be specified by the Board at the time of such election or
appointment. Two or more offices may be held by the same person.
Any vacancy in any office may be filled for the unexpired portion of the term by
the Board of Directors.
<PAGE>
Any officer may resign his office at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein or, if no time has
been specified, at the time of its receipt by the corporation. The acceptance of
a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.
The salaries of all officers of the corporation shall be fixed by the Board of
Directors.
Removal of Elected Officers: Any elected officer may be removed at any time,
either with or without cause, by resolution adopted at any regular or special
meeting of the Board of Directors by a majority of the Directors then in office.
Duties: (a) President: The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall
supervise and control all the business and affairs of the corporation. He shall,
when present, preside at all meetings of the stockholders and of the Board of
Directors. He shall see that all orders and resolutions of the Board of
Directors are carried into effect (unless any such order or resolution shall
provide otherwise), and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the Board of
Directors from time to time.
Treasurer: The Treasurer shall (1) have charge and custody of and be responsible
for all funds and securities of the Corporation; (2) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever; (3)
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by resolution of the Board
of Directors; and (4) in general perform all duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. He shall, if required by the Board
of Directors, give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Secretary: The Secretary shall (1) keep the minutes of the meetings of the
stockholders, the Board of Directors, and all committees, if any, of which a
secretary shall not have been appointed, in one or more books provided for that
purpose; (2) see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; (3) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of
the corporation under its seal, is duly authorized; (4) keep a register of the
post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (5) have general charge of stock transfer books
of the Corporation; and (6) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
<PAGE>
ARTICLE V
CAPITAL STOCK
Stock Certificates: (a) Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of, the corporation by
the President and by the Treasurer or the Secretary, certifying the number of
shares owned by him.
If such certificate is countersigned by a transfer agent other than the
corporation or its employee, or by a registrar other than the corporation or its
employee, the signatures of the officers of the corporation may be facsimiles,
and, if permitted by law, any other signature may be a facsimile.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer at the date of issue.
Certificates of stock shall be issued in such form not inconsistent with the
Certificate of Incorporation as shall be approved by the Board of Directors, and
shall be numbered and registered in the order in which they were issued.
All certificates surrendered to the corporation shall be canceled with the date
of cancellation, and shall be retained by the Secretary, together with the
powers of attorney to transfer and the assignments of the shares represented by
such certificates, for such period of time as shall be prescribed from time to
time by resolution of the Board of Directors.
Record Ownership: A record of the name and address of the holder of such
certificate, the number of shares represented thereby and the date of issue
thereof shall be made on the corporation's books. The corporation shall be
entitled to treat the holder of any share of stock as the holder in fact
thereof, and accordingly 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 required by law.
Transfer of Record Ownership: Transfers of stock shall be made on the books of
the corporation only by direction of the person named in the certificate or his
attorney, lawfully constituted in writing, and only upon the surrender of the
certificate therefor and a written assignment of the shares evidenced thereby.
Whenever any transfer of stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the corporation for transfer, both the transferor
and the transferee request the corporation to do so.
<PAGE>
Lost, Stolen, or Destroyed Certificates: Certificates representing shares of the
stock of the corporation shall be issued in place of any certificate alleged to
have been lost, stolen, or destroyed in such manner and on such terms and
conditions as the Board of Directors from time to time may authorize.
Transfer Agent; Registrar; Rules Respecting Certificates: The corporation may
maintain one or more transfer offices of agencies where stock of the corporation
shall be transferable. The corporation may also maintain one of more registry
offices where such stock shall be registered. The Board of Directors may make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of stock certificates.
Fixing Record Date for Determination of Stockholders of Record: The Board of
Directors may fix, in advance, a date as the record date for the purpose of
determining stockholders entitled to notice of, or to vote at, any meeting of
the stockholders of any adjournment thereof, or the stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion,
or exchange of stock, or to express consent to corporate action in writing
without a meeting, or in order to make a determination of the stockholders for
the purpose of any other lawful action. Such record date in any case shall not
be more than sixty days nor less than ten days before the date of a meeting of
the stockholders, nor more than sixty days prior to any other action requiring
such determination of the stockholders. A determination of stockholders of
record entitled to notice 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.
Dividends: Subject to the provisions of the Certificate of Incorporation, the
Board of Directors may, out of funds legally available therefore at any regular
or special meeting, declare dividends upon the capital stock of the corporation
as and when they deem expedient. Before declaring any dividend there may be set
apart out of any funds of the corporation available for dividends, such sum or
sums as the Board of Directors 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 of Directors shall deem
conducive to the interests of the corporation.
<PAGE>
ARTICLE VI
SECURITIES HELD BY THE CORPORATION
Voting: Unless the Board of Directors shall otherwise order, the President, the
Secretary or the Treasurer shall have full power and authority, on behalf of the
corporation, to attend, act and vote at any meeting of the stockholders of any
corporation in which the corporation may hold stock, and at such meeting to
exercise any or all rights and powers incident to the ownership of such stock,
and to execute on behalf of the corporation a proxy or proxies empowering
another of others to act as aforesaid. The Board of Directors from time to time
may confer like powers upon any other person or persons.
General Authorization to Transfer Securities Held by the Corporation: (a) Any of
the following officers, to wit: the President and the Treasurer shall be, and
they hereby are, authorized and empowered to transfer, convert, endorse, sell,
assign, set over and deliver any and all shares of stock, bonds, debentures,
notes, subscription warrants, stock purchase warrants, evidence of indebtedness,
or other securities now or hereafter standing in the name of or owned by the
corporation, any and all written instruments of assignment and transfer
necessary or proper to effectuate the authority hereby conferred.
Whenever there shall be annexed to any instrument of assignment and transfer
executed pursuant to and in accordance with the foregoing paragraph (a), a
certificate of the Secretary of the corporation in office at the date of such
certificate setting forth the provisions of the Section 6.2 and stating that
they are in full force and effect and setting forth the names of persons who are
then officers of the corporation, then all persons to whom such instrument and
annexed certificate shall thereafter come, shall be entitled, without further
inquiry or investigation and regardless of the date of such certificate, to
assume and to act in reliance upon the assumption that the shares of stock or
other securities named in such instrument were theretofore duly and properly
transferred, endorsed, sold, assigned, set over and delivered by the
corporation, and that with respect to such securities the authority of these
provisions of the by-laws and of such officers is still in full force and
effect.
<PAGE>
ARTICLE VII
MISCELLANEOUS
Signatories: 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 or such other person or persons as the
Board of Directors may from time to time designate. Seal: The seal of the
corporation shall be in such from and shall have such content as the Board of
Directors shall from time to time determine.
Notice and Waiver of Notice: Whenever any notice of the time, place or purpose
of any meeting of the stockholders, directors or a committee is required to be
given under the law of the State of Delaware, the Certificate of Incorporation
or these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the holding thereof, or actual
attendance at the meeting in person or, in the case of any stockholder, by his
attorney-in-fact, shall be deemed equivalent to the giving of such notice to
such persons.
Indemnity: The corporation shall indemnify its directors, officers and employees
to the fullest extent allowed by the law, provided, however, that it shall be
within the discretion of the Board of Directors whether to advance any funds in
advance of disposition of any action, suit, or proceeding, and provided further
that nothing in this section 7.4 shall be deemed to obviate the necessity of the
Board of Directors to make any determination that indemnification of the
director, officer or employee is proper under the circumstances because he has
met the applicable standard of conduct set forth in subsections (a) and (b) of
Section 145 of the Delaware General Corporation Law.
Fiscal Year: Except as from time to time otherwise determined by the Board of
Directors, the fiscal year of the corporation shall end on December 31.
