CORPORATE BY-LAWS
OF
THE VOYAGER GROUP, INC.
OFFICES
1. The registered office of the corporation shall be in the city, of
Wilmington, Delaware and the resident agent in charge thereof shall be The
Incorporators Ltd. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.
CORPORATE SEAL
2. The corporation may transact any and all business without the need for a
corporate seal. If a seal is required by law, the corporation may use a
facsimile where inscribed therein is the name of the corporation, the year of
its incorporation, and the words "Corporate Seal, Delaware". In its discretion,
the Board is permitted to acquire and use a true seal setting forth the
information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders for the election of directors shall
be held on the day of in each year, or if that day be a legal holiday, on the
next succeeding day not a legal holiday, at o'clock .M., at which meeting the
stockholders shall elect by plurality vote, a Board of Directors, and may
transact such other business as may come before the meeting.
4. Special meetings of the stockholders may be called at any time by the
President and shall be called by the President or Secretary on the request in
writing of a majority of the directors or at the request in writing of a
majority of stockholders entitled to vote.
5. All meetings of the stockholders for the elections of directors shall be
held at the office of the corporation in the City of Wilmington, State of
Delaware, or at such other place as may be fixed by the Board of Directors,
provided that at least ten days' notice be given to the stockholders of the
place so fixed. All other meetings of the stockholders shall be held at such
place or places, within or without the State of Delaware, as may from time to
time be fixed in the notices or waivers of notice thereof.
6. Stockholders of the corporation entitled to vote shall be such persons
as are registered on the stock transfer books of the corporation as owners of
stock. The Board of Directors may set a record date for annual meetings, but
such record date may not be more than 45 days prior to the annual meeting.
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7. A complete list of stockholders entitled to vote, arranged in
alphabetical order, and showing the address of each stockholder shall be
prepared by the Secretary and shall be open to the examination of any
stockholder at the place of election, for ten days prior thereto, and during the
whole time of the election.
8. Each stockholder entitled to one vote shall, at every meeting of the
stockholders, be entitled to one vote for each share held in person or by proxy
signed by the stockholder, but no proxy shall be voted on or after three years
from its date, unless it provides for a longer period. Such right to vote shall
be subject to the right of the Board of Directors to fix a record date for
stockholders as provided by these By-Laws.
9. The holders of a majority to the stock issued and outstanding and
entitled to vote at a meeting of the stockholders, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 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.
10. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question properly brought before such meeting, unless the
question is one which by express provision of the statutes of the State of
Delaware or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the, decision of such
question.
11. Notice of all meetings shall be mailed by the Secretary to each
stockholder of record entitled to vote at his last known post office address,
for annual meetings fifteen days and for special meetings ten days prior
thereto.
12. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
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13. Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if 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 voters 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.
DIRECTORS
14. The property and business of the corporation shall be managed and
controlled by the Board of Directors.
15. The directors shall hold office until the next annual election and
until their successors are elected and qualified. Directors shall be elected by
the stockholders, except that if there be any vacancies on the Board of
Directors by reason of death, resignation, or otherwise, or if there be any
newly created directorships resulting from any increase in the number of
directors, such vacancies or newly created directorships may be filled for the
unexpired term by a majority of the directors then in office, though less than a
quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have all such powers as may be exercised
by directors of a Delaware corporation, subject to the provisions of the
statutes of Delaware, the Certificate of Incorporation, and the By-Laws. -
MEETINGS OF DIRECTORS
17.After each annual election of directors, the newly elected directors may
meet for the purpose of organization, the election of officers, and the
transaction of other business, at such time and place as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the directors be
present at such place and time, no prior notice of such meeting will be required
to be given to the directors. The place and time of such meeting may also be
fixed by written consent of the directors.
18. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.
19. Special meetings of the directors may be called by the president on two
days' notice in writing or on one days' notice by telegram to each director and
shall be called by the president in like manner on the written request of two
directors.
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20. Special meetings of the directors may be held within or without the
State of Delaware at such place as is indicated in the notice or waiver of
notice thereof
21. A majority of the directors in office at the time of any regular or
special meeting shall constitute a quorum unless the By-Laws specify a single
director in which case a single director shall constitute a quorum.
22. Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if all members of the Board
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board.
23. Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
one another, and such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES
24. The Board of Directors may, by resolution, create committees from time
to time, which committees shall have and may exercise all the powers and
authority of the Board of Directors to manage the business and affairs of the
corporation. However, the committees shall not have the power to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
amend the By-Laws of the corporation; and, unless a resolution or the
Certificate of Incorporation expressly so provides, no such committee shall have
the power to declare a dividend or authorize the issuance of stock.
OFFICERS OF THE CORPORATION
25. The officers of the corporation shall be a president, a secretary, a
treasurer, and such other officers as may from time to time be chosen by the
Board of Directors. All offices may be held by the same person.
26. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer chosen or
appointed by the Board of Directors may be removed either with or without cause
at any time by the affirmative vote of a majority of the whole Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of the
whole Board of Directors.
27. In case of the absence or disability of any officer of the corporation,
or for any other reason deemed sufficient by a majority of duties to any other
officer or to any director.
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SECRETARY
28. The secretary shall attend all meetings of the corporation, the Board
of Directors, and committees. He shall act as clerk thereof and shall record all
of the proceedings of such meetings in a book kept for that purpose. He shall
have custody of the corporate seal of the corporation and shall have authority
to affix the seal to any instrument requiring it and when so affixed, it may be
attested by his signature. He shall give proper notice of meetings of
stockholders and directors and shall perform other such duties as shall be
assigned to him by the president or the Board of Directors.
TREASURER
29. The treasurer shall have custody of the funds and securities of the
corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
30. The treasurer shall disburse the funds of the corporation as may be
ordered by the Board or the president, taking proper vouchers for such
disbursements and shall render to the president and directors, whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition of the corporation, and at the regular meeting of the Board next
preceding the annual members meeting, a like report for the preceding year.
31. The treasurer shall keep an account of stock registered and transferred
in such manner subject to such regulations as the Board of Directors may
prescribe.
32. The treasurer shall give the corporation a bond if required by the
Board of Directors in such sum and with security satisfactory to the Board of
Directors for the faithful performance of the duties of his office and the
restoration to the corporation, in the case of his death, resignation, or
removal from office, of all books, paper, vouchers, money and other property of
whatever kind in his possession, belonging to the corporation. He shall perform
such other duties as the Board of Directors or executive committee may from time
to time prescribe or require.
PRESIDENT
33. The president shall be the chief executive officer of the corporation.
He shall preside at all meetings of the stockholders and the Board of Directors,
and shall have general and active management of the business of the corporation,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.
34. The president shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be
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otherwise signed and executed, and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
office or agent of the corporation.
STOCKS
35. 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 or
secretary of the corporation, certifying the number of shares owned by him in
the corporation. Certificates may be issued for partly paid shares, and in such
case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefore,
and the amount paid thereon, shall be specified.
36. Any or all of the signatures on the certificates may be facsimile.
37. The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming their certificate of stock to
be lost, stolen or destroyed. The Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof; require the owner of such
lost, stolen, or destroyed certificate or certificates to give the corporation a
bond in such sum 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, stolen, or destroyed.
CHECKS
38. All checks, drafts, or orders for the payment of money shall be signed
by the treasurer or by such other officer or officers as the Board of directors
may from time to time designate. No check shall be signed in blank.
BOOKS AND RECORDS
39. The Books, accounts, and records of the corporation, except as
otherwise required by the laws of the State of Delaware, may be kept within or
without the State of Delaware, at such place or places as may from time to time
be designated by the By-Laws or by the resolutions of the directors.
NOTICES
40. Notice required to be given under the provisions of these By-Laws to
any director, officer or stockholder, shall not be construed to mean personal
notice, but may be given in writing by depositing the same in a post office or
letter box, in a post-paid sealed wrapper, addressed to such stockholder,
officer, or director at such address as appears on the books of the corporation,
and such notice shall be deemed to be given at the time when the same shall thus
be mailed. Any stockholder, officer, or director, may
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waive, in writing, any notice required to be given under these By-Laws, whether
before or after the time stated therein.
DIVIDENDS
41. Dividends upon the capital stock of the corporation, subject to the
Certificate of Incorporation, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation.
42. Before payment of any dividend, there may be set aside out of any finds
of the corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes as the
directors shall think conducive to the best interest of the corporation. The
directors may modify or abolish any such reserve in the manner by which it was
created.
FISCAL YEAR
43. The fiscal year of the corporation shall be determined by the Board of
Directors.
AMENDMENT OF BY-LAWS
44. These By-Laws may be amended, altered, repealed, or added to at any
regular meeting of the stockholders or of the Board of Directors, or at any
special meeting called for that purpose, by affirmative vote of a majority of
the stockholders entitled to vote, or by affirmative vote of a majority of the
whole board, as the case may be.
45. Any and all disputes and controversies by and between the shareholders
or the directors arising out of or with respect to the business of or affecting
the affairs of the corporation, which disputes and controversies cannot be
resolved under the terms of the corporate By-Laws or Certificate of
Incorporation, because of a tie vote or deadlock between the directors and
shareholders shall be settled by arbitration in the following maimer. Each side
of the dispute shall be entitled to name one arbitrator and both arbitrators so
named shall together agree upon a third arbitrator, with the findings of the
arbitration panel to be binding upon all parties of the dispute. Unless
otherwise mutually agreed by the parties the arbitration shall take place in
accordance with and subject to the provisions of the Delaware Uniform
Arbitration Act, 10 Del. C. "5701 et.seq.
