BY-LAWS
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OF
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POWERNOMICS ENTERPRISE CORPORATION
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ARTICLE I - OFFICES
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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 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
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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.
2.4 SPECIAL MEETINGS OF STOCKHOLDERS: Special meetings of the stockholders
or 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.
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2.5 NOTICE OF MEETINGS OF STOCKHOLDERS: Except as otherwise expressly
required or 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.
(b) 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 from time to time without
notice other than announcement at the meeting. In the absence
of a quorum, the officer presiding thereat shall have power to
adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting, other than
announcement at the meeting, shall not be required to be given
except as provided in paragraph (d) below and except where
expressly required by law.
(c) 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.
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(d) 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.
2.7. 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.
2.8. 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 one 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.
2.9. 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 duly authorized
attorney-in- fact, but need not be dated, sealed, witnessed or
acknowledged.
2.10. INSPECTORS: The election of directors and any other vote by ballot at
any meeting of the stockholders shall be supervised by a 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.
2.11. 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.
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(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.
(c) This 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.
(d) 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.
2.12. 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.
2.13. 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 having not 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.
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ARTICLE III- DIRECTORS
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3.1 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.
3.2 NUMBER, METHOD OF ELECTION, TERMS OF OFFICE OF DIRECTORS: The number of
directors which shall constitute the Board of Directors shall be four
(4) 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.
3.3 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 registration.
(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 given at a special
meeting of the stockholders called for that purpose.
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3.4 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.
(b) 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 design for any
regular meeting be a legal holiday, then the meeting shall be
held on the next day which is not a legal holiday.
(c) The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting 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.
(d) 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.
(e) 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.
3.5. 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.
3.6. 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.
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3.7. 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.
3.8. 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.
3.9. 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.
3.10 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 therefor.
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ARTICLE IV- OFFICERS
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4.1 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 of such election and until their
successors are elected and qualified.
(b) 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.
(c) Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
(d) 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.
(e) The salaries of all officers of the corporation shall be fixed
by the Board of Directors.
4.2. 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.
4.3. 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.
(b) 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 due and payable to 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.
(c) 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.
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ARTICLE V - CAPITAL STOCK
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5.1 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
5.2 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.
5.3 TRANSFER OF RECORD OWNERSHIP: Transfer 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.
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5.4 LOST, STOLEN OR DESTROYED CERTIFICATES: Certificates representing
shares of 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.
5.5 TRANSFER AGENT; REGISTRAR; RULES RESPECTING CERTIFICATES: The
corporation may maintain one or more transfer offices or agencies where
stock of the corporation shall be transferable. The corporation may
also maintain one or more registry offices where such stock shall be
transferable. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates.
5.6 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 or 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 be not
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.
5.7. DIVIDENDS: Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally
available therefor 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.
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ARTICLE VI - SECURITIES HELD BY THE CORPORATION
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6.1 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 or
others to act as aforesaid. The Board of Directors from time to time
may confer like powers upon any other person or persons.
6.2 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,
and to make, execute and deliver, under the seal of the
corporation, any and all written instruments of assignment and
transfer necessary or proper to effectuate the authority
hereby conferred.
(b) 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 this 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.
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ARTICLE VII - MISCELLANEOUS
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7.1 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.
7.2 SEAL: The seal of the corporation shall be in such form and shall have
such content as the Board of Directors shall from time to time
determine.
7.3 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.
7.4 INDEMNITY: The corporation shall indemnify its directors, officers and
employees to the fullest extent allowed by 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.
7.5 FISCAL YEAR: Except as from time to time otherwise determined by the
Board of Directors, the fiscal year of the corporation shall end on
April 30.
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