EXHIBIT 3.0
CERTIFICATE OF INCORPORATION
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CERTIFICATE OF INCORPORATION
OF
800 Pet.Com, Inc.
Under Section 402 of the Business Corporation Law
Lester Morse P.C.
111 Great Neck Road
Great Neck, NY 11021
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CERTIFICATE OF INCORPORATION
OF
800 PET.COM, INC.
---------
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at lest 18 years of age and
acting as the incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that:
FIRST: The name of the corporation is 800 Pet.Com, Inc.
SECOND: The corporation is formed for the following purpose or
purposes:
To engage in any lawful act or activity for which corporation may be
organized under the Business Corporation Law, provided that the corporation is
not formed to engage in any act or activity requiring the consent or approval of
any state official, department, board, agency, or other body without such
consent or approval first being obtained.
THIRD: The office of the corporation is to be located in the County of
Suffolk, State of New York.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is twenty-one million (21,000,000), of which twenty
million (20,000,000) shares of the par value of one mil ($.001) each, amounting
in the aggregate to twenty thousand ($20,000), shall be common stock and of
which one million (1,000,000) shares of the par value of one mil ($.001) each,
amounting in the aggregate to one thousand ($1,000), shall be preferred stock.
The voting powers, designations, preferences and relative,
participating optional or other rights, if any, and the qualifications,
limitations or restrictions, if any, of the preferred stock, in one or more
series, shall be fixed by one or more resolutions providing for the issue of
such stock adopted by the Corporation's board of directors, in accordance with
the provisions of Section 502 of the Business Corporation Law of New York and
the board of directors is expressly vested with authority to adopt one or more
such resolutions.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon it is: c/o
Lester Morse P.C., 111 Great Neck Road, Suite 420, Great Neck, NY 11021.
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he served at the request of
the corporation.
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EIGHTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law, as the same may be amended and
supplemented.
NINTH: Whenever under the provisions of the Business Corporation Law
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, signed by the holders of
outstanding shares 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, in accordance with the
provisions of Section 615 of the Business Corporation Law.
Signed on November 30, 1999
/s/ Lester Morse
--------------------------------
Lester Morse, Incorporator
111 Great Neck Road
Suite 420
Great Neck, NY 11021
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EXHIBIT 3.1
FIRST CERTIFICATE OF AMENDMENT
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FIRST CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
800PET.COM, INC.
Under Section 805 of the Business Corporation Law
It is hereby certified that:
1. The name of the Corporation is 800Pet.Com, Inc.
2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on December 1, 1999.
3. The Certificate of Incorporation is amended as follows:
To amend Article FOURTH of the Certificate of Incorporation to
designate the rights and preferences of 780,000 shares of Series A Preferred
Stock. Accordingly, Article FOURTH of the Certificate of Incorporation is hereby
amended and changed to read, in its entirety, as follows:
"FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is twenty-one million (21,000,000), of which
twenty million (20,000,000) shares of the par value of one mil ($.001) each,
amounting in the aggregate to twenty thousand ($20,000), shall be common stock
and of which one million (1,000,000) shares of the par value of one mil ($.001)
each, amounting in the aggregate to one thousand ($1,000), shall be preferred
stock.
The voting powers, designations, preferences and relative,
participating optional or other rights, if any, and the qualifications,
limitations or restrictions, if any, of the preferred stock, in one or more
series, shall be fixed by one or more resolutions providing for the issue of
such stock adopted by the Corporation's board of directors, in accordance with
the provisions of Section 502 of the Business Corporation Law of New York and
the board of directors is expressly vested with authority to adopt one or more
such resolutions. In this respect, the Corporation hereby designates 780,000
shares of its Preferred Stock as "Series A Preferred Stock" with the following
rights, preferences and privileges:
Dividends. Each Share is entitled to cumulative annual dividends of
$.06 (i.e. 6% of the liquidation preference) payable on the last business day of
April of each year commencing April 2001 with a record date to be fixed annually
by the Board of Directors. The first dividend payment shall be pro rated for the
period from the date of issuance until December 31, 2000. Unpaid dividends will
accumulate and be payable before payment of dividends on the Common Stock.
Conversion Features. At the option of the holder, each Share of
Series A Preferred Stock is convertible into Common Stock at any time prior to
redemption or the Company's filing of a registration statement with the
Securities and Exchange Commission at the conversion rate defined herein. The
conversion rate shall be one share of Common Stock to be issued for each share
of Series A Preferred Stock. Upon the completion of an initial public offering
of the Company's securities, each outstanding share of Series A Preferred Stock
shall automatically convert into Common Stock at the conversion rate defined
herein. In the event of conversion, accrued and unpaid dividends must be paid
within ten business days of the conversion date. In the event that the Company
completes an initial public offering of its securities, of which no assurances
can be given, then the conversion ratio shall be calculated by the formula set
forth below. (No adjustment shall be made to the conversion ratio in such cases
where the Series A Preferred Stock is converted into Common Stock prior to the
effective date of a registration statement for an initial public offering of the
Company's securities.)
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$2.00 divided by the initial public offering price per share of
Common Stock equals the number of shares of Common Stock issuable
upon conversion of one share of Series A Preferred Stock. (For
example, if the initial public offering price is $.50 per share, the
conversion rate shall be four shares of Common Stock for each share
of Series A Preferred Stock. If the initial public offering price is
$4.00 per share, then the conversion rate shall be .5 shares of
Common Stock for each share of Series A Preferred Stock.) No
fractional shares shall be issued upon conversion of the Series A
Preferred Stock and all amounts will be rounded to the nearest whole
share.
Redemption Rights. Commencing January 1, 2001, the Series A
Preferred Stock is redeemable at $1.25 per share plus accrued and unpaid
dividends, subject to the holder's right to convert the Series A Preferred Stock
into Common Stock at any time up to the close of business on the day preceding
the redemption date.
Voting Rights. Preferred Shares are not entitled to vote, except as
otherwise provided by the New York Corporation Law.
Preference on Liquidation. Each Preferred Share will be entitled to
a preference on liquidation equal to $1.00 per share plus accrued and unpaid
dividends.
The conversion ratio, redemption rights and liquidation preference
are subject to adjustment by the Board of Directors due to stock splits, stock
dividends, combinations, recapitalizations and the like.
4. Pursuant to Section 803(a) of the Business Corporation Law, this
amendment to the Certificate of Incorporation was authorized by unanimous
consent of the board of directors of the Corporation on March 31, 2000 pursuant
to Section 708(b) of the Business Corporation Law and by the unanimous consent
of all the common stockholders of the Corporation on March 31, 2000 pursuant to
Section 615(a) of the Business Corporation Law.
IN WITNESS WHEREOF, the undersigned hereby affirms that statements made herein
are true and under penalties of perjury.
Dated: March 31, 2000 /s/ Nicholas J. Seccafico, Jr.
------------------------------------------
Nicholas J. Seccafico, Jr., President
/s/ Adrienne Grody
------------------------------------------
Adrienne Grody, Assistant Secretary
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EXHIBIT 3.2
SECOND CERTIFICATE OF AMENDMENT
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SECOND CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
800PET.COM, INC.
Under Section 805 of the Business Corporation Law
It is hereby certified that:
1. The name of the Corporation is 800Pet.Com, Inc.
2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on December 1, 1999.
3. The Certificate of Incorporation is amended as follows:
To amend Article FIRST of the Certificate of Incorporation to change
our corporate name. Accordingly, Article FIRST is amended and changed to read in
its entirety as follows:
"FIRST. The name of the Corporation is Pathfinder Business
Resources, Inc."
4. Pursuant to Section 803(a) of the Business Corporation Law, this
amendment to the Certificate of Incorporation was authorized by unanimous
consent of the board of directors of the Corporation on July 31, 2000 pursuant
to Section 708(b) of the Business Corporation Law and by the unanimous consent
of all the common stockholders of the Corporation on July 31, 2000 pursuant to
Section 615(a) of the Business Corporation Law.
IN WITNESS WHEREOF, the undersigned hereby affirms that statements made herein
are true and under penalties of perjury.
Dated: July 31, 2000
/s/ Nicholas J. Seccafico
--------------------------------------------
Nicholas J. Seccafico, Jr., President
/s/ Adrienne Grody
--------------------------------------------
Adrienne Grody, Assistant Secretary
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EXHIBIT 3.3
BY-LAWS
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BY-LAWS
OF
PATHFINDER BUSINESS RESOURCES, INC.
ARTICLE 1. SHAREHOLDERS' MEETING
SECTION 1. ANNUAL MEETING.
Annual meetings of stockholders shall be held on the fifteenth day of
the fifth month following the end of each fiscal year or as soon thereafter as
practicable, as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.
SECTION 2. AGENDA AT THE SHAREHOLDERS' ANNUAL MEETING.
(a) Calling the meeting to order;
(b) Roll call;
(c) Reading of the minutes of the last meeting;
(d) Reports to the Officers;
(e) Reports of the Committees;
(f) Election of the Directors;
(g) Adjournment
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President or the Secretary at the written request
of the holders of fifty percent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of the
Business Corporation Law.
SECTION 4. PLACE OF MEETINGS.
All meetings of shareholders shall be held at the principal office of
the Corporation, or at such other places within or without the State of New York
as shall be designated in the notices or waivers of notices of such meetings.
BY-LAWS -1
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SECTION 5. NOTICE OF MEETINGS.
(a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place it is to be held, shall be served
either personally or by mail, not less than ten or more than fifty days before
the meeting, upon each shareholder of record entitled to vote at such meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the corporation a written request that notices intended for him be
mailed to some other address, in which such case, if shall be mailed to the
address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by proxy,
or to any shareholder who, in person or by proxy, submits a signed waiver of
notice either before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by statute.
SECTION 6. QUORUM OF SHAREHOLDERS.
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
an meetings of shareholders of the Corporation, the presence at the commencement
of such meetings in person or by proxy of shareholders holding of record a
majority of the total number of shares of the Corporation then issued and
outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. 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) Despite the absence of a quorum at any annual or special meeting
of shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present. However, if after the adjournment, the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date.
BY-LAWS -2
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SECTION 7. VOTING.
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of the shareholders by the holders of shares entitled to vote
thereon. Election of directors shall be accomplished by a candidate receiving a
plurality of the votes cast at a shareholder's meeting by the shareholders
entitled to vote in the election.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation. Upon
demand of the shareholders holding ten percent (10%) in interest of the shares,
present in person or by proxy, and entitled to vote, and voting shall be by
ballot.
SECTION 8. PROXIES.
Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
SECTION 9. ACTION WITHOUT A MEETING.
Whenever under the provisions of the Business Corporation Law
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, signed by the holders of
outstanding shares 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, in accordance with the
provisions of Section 615 of the Business Corporation Law.
ARTICLE II. DIRECTORS
SECTION 1. NUMBER.
The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of the Corporation shall be one (1)
unless and until otherwise determined by vote of a majority of the entire Board
of Directors. The "entire Board" as used in this Article shall mean the total
number of directors which the Corporation would have if there were no vacancies.
The number of directors shall be fixed by resolution of the board of directors.
BY-LAWS -3
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SECTION 2. HOW ELECTED.
At the annual meeting of shareholders, the persons duly elected by
the votes cast at the election held thereat shall become the directors for the
ensuing year.
SECTION 3. TERM OF OFFICE AND QUALIFICATIONS.
The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been elected
and qualified. Each director shall be at least eighteen years of age.
SECTION 4. DUTIES OF DIRECTORS.
The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.
SECTION 5. DIRECTORS' MEETINGS.
Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Directors
may be called by the President at any time and must be called by the President
of the Secretary upon the written request of two directors. All meetings, both
regular and special, shall be held at the principal office of the Corporation or
at such other location, within or without the State of New York, as the Board of
the Directors may from time to time determine.
SECTION 6. NOTICE OF MEETINGS.
Notice of the place, day and hour of every regular and special
meeting shall be given to each director by delivering the same to him personally
or sending the same to him to telegraph or leaving the same at his residence or
usual place of business, at least one (1) day before the meeting, or shall be
mailed to each director, postage prepaid and addressed to him at the last known
Post Office address according to the records of the Corporation, at least three
(3) days before the meeting. No notice of any adjourned meeting of the Board of
Directors needs to be given other than by announcement at the meeting, subject
to the provisions of Section 7 of this Article.
BY-LAWS -4
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SECTION 7. QUORUM OF DIRECTORS.
At any meeting of the Board of Directors, except as otherwise
provided by the Certificate of Incorporation, or by these By-Laws, a majority of
the Board of Directors shall constitute a quorum for the transaction of
business. However, a lesser number, when not constituting a quorum, may adjourn
the meeting until a quorum shall be present or represented.
SECTION 8. DIRECTOR AND COMMITTEE ACTION BY CONFERENCE TELEPHONE.
Any one or more members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board or committee by
means of conference telephone or similar equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.
SECTION 9. VOTING.
Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed by
unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the minute book of the Corporation under its proper
date.
SECTION 10. VACANCIES.
Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders, other than vacancies due to the removal of directors without
cause, shall be filled for the unexpired portion of the term by a majority vote
of the remaining directors, even though less than a quorum exists. Vacancies
occurring in the Board by reason of the removal of directors without cause may
be filled only by vote of the shareholders. A director so elected shall hold
office for the unexpired term of his predecessor, and until his successor has
been elected and qualified.
SECTION 11. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose, and another director, or more than one may be elected by such
shareholders in the place of the directors(s) so removed, to serve for the
remainder of the term.
BY-LAWS -5
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SECTION 12. RESIGNATION.
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
However, such resignation will not be effective to discharge any accrue
obligations or duties of a director.
SECTION 13. SALARY.
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board, provided, that nothing herein contained shall be construed
to prevent any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 14. CONTRACTS.
(a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other Corporation, provided that
such facts are disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be interested in
any contract or transaction of this Corporation, and no director shall be liable
in any way by reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors, and provided that the
Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
(c) However, if there was no such disclosure or knowledge, or if the
vote of such interested director was necessary for the approval of such contract
or transaction at a meeting of the Board or committee at which it was approved,
the Corporation may avoid the contract or transaction, unless the party or
parties thereto shall establish affirmatively that the contract or transaction
was fair and reasonable as to the Corporation, at the time it was approved by
the Board, a committee or the shareholders.
BY-LAWS -6
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SECTION 15. COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members an executive committee and
such other committees, and alternate members thereof, as they deem desirable,
each consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board of Directors.
ARTICLE III. OFFICERS
SECTION 1. NUMBER OF OFFICERS.
The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, Director of the
Corporation. Any officer may hold more than one office except the same person
may not hold the office of President and Secretary.
SECTION 2. ELECTION OF OFFICERS.
Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.
SECTION 3. REMOVAL OF OFFICERS
Any officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by a vote of the Board of Directors. Any
officer elected by the shareholders may be removed, with or without cause, and a
successor elected, only by a vote of the shareholders. Additionally, an officer
elected by the shareholders may have his authority suspended, for cause, by the
Board of Directors.
SECTION 4. PRESIDENT.
The President shall be the chief executive officer of the Corporation
and shall have general charge of business, affairs and property thereof, subject
to direction of the Board of Directors, and shall have general supervision over
its officers and agents. He shall, if present, preside at all meetings of the
Board of Directors in the absence of a Chairman of the Board and at all meetings
of shareholders. He may do and perform all acts incident to the office of
President.
BY-LAWS -7
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SECTION 5. VICE PRESIDENT.
In the absence of or inability of the President to act, the Vice
President shall perform the duties and exercise the powers of the President and
shall perform such other functions as the Board of Directors may from time to
time prescribe.
SECTION 6. SECRETARY
The Secretary shall:
(a) Keep the minutes of the meetings of the Board of Directors and of
the shareholders in appropriate books.
(b) Give and serve all notice of all meetings of the Corporation.
(c) Be custodian of the records and of the seal of the Corporation
and affix the latter to such instruments or documents as may be authorized by
the Board of Directors.
(d) Keep the shareholder records in such a manner as to show at any
time the amount of shares, the manner and the time the same was paid for, the
names of the owners thereof alphabetically arranged and their respective places
of residence, or their Post Office addresses, the number of shares owned by each
of them and the time at which each person became an owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.
(e) Do and perform all other duties incident to the office of
Secretary.
SECTION 7. TREASURER.
The Treasurer shall:
(a) Have the care and custody of and be responsible for all of the
funds and securities of the Corporation and deposit such funds in the name and
to the credit of the Corporation in such a bank and safe deposit vaults as the
directors may designate.
(b) Exhibit at all reasonable times his books and accounts to any
director or shareholder of the Corporation upon application at the office of the
Corporation during business hours.
(c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full report at the annual meeting of shareholders. He shall keep at
the office of the Corporation correct books of account of all of its business
and transactions and such books of account as the Board of Directors may
require. He shall do and perform an other duties incident to the office of
Treasurer.
(d) Give the Corporation security for the faithful performance of his
duties in such sum and with such surety as the Board of Directors may require.
BY-LAWS -8
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SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED.
In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers of such officers to any other
officer or any director for the time being, provided a majority of the entire
Board concur therein.
SECTION 9. VACANCIES - HOW FILLED.
Should any vacancy in any office occur by death, resignation or
otherwise, the Board of Directors may appoint any qualified person to fill such
vacancy, without undue delay, at its next regular meeting or at a special
meeting called for that purpose, except as otherwise provided in the Certificate
of Incorporation.
SECTION 10. COMPENSATION OF OFFICERS.
The officers shall receive such salary or compensation as may be
fixed and determined by the Board of Directors, except as otherwise provided in
the Certificate of Incorporation. No officer shall be precluded from receiving
any compensation by reason of the fact that he is also director of the
Corporation.
ARTICLE IV. CERTIFICATES REPRESENTING SHARES
SECTION 1. ISSUE OF CERTIFICATES REPRESENTING SHARES.
The President shall cause to be issued to each shareholder one or
more certificates, under the seal of the Corporation, signed by the President
(or Vice-president) and the Treasurer (or Secretary) certifying the number of
shares owned by him in the Corporation. Each certificate shall state upon the
face thereof: (1) that the Corporation is formed under the laws of this state;
(2) the name of the person or persons to whom issued; (3) the number and class
of shares, and the designation of the series, if any, which such certificate
represents. Any restrictions upon transfers imposed by the Corporation should be
conspicuously noted on the certificate.
SECTION 2. LOST. DESTROYED AND STOLEN SHARE CERTIFICATES.
The holder of any certificate representing shares of the Corporation
shall immediately notify the Corporation of any loss, destruction or wrongful
taking of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate thereto issued by it, alleged to
have been lost, destroyed or wrongfully taken. On production of such evidence of
loss as the board of directors in its discretion may require, the Board of
Directors may require the owner of the missing certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper to do so.
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SECTION 3. TRANSFERS OF SHARES.
(a) Transfers of shares of the Corporation shall be made on the
shares of the records of the Corporation only by the holder of record thereof,
in person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, with
such proof of the authenticity of the signature and of authority to transfer and
of payment of transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record
of any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, excepts as
otherwise expressly provided by law.
ARTICLE V. SEAL
The seal of the Corporation shall be as follows:
ARTICLE VI. INDEMNIFICATION.
The Corporation shall indemnify any person, made a party to an action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he, his testator or intestate, is or was a director,
officer, or employee of the Corporation, against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of such action, or in connection with an appeal
therein, except in relation to matters as to which such person is adjudged to
have breached his duty to the Corporation. The Corporation shall indemnify any
person made a party to an action against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action, if such person acted in good
faith, for a purpose which he reasonably believed to be in the best interests of
the Corporation, and, in criminal actions, had no reasonable cause to believe
that his conduct was unlawful. Such rights of indemnification shall not exclude
other rights to which such person may be entitled.
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ARTICLE VII. DIVIDENDS OR OTHER DISTRIBUTIONS
The Corporation, by vote of the Board of Directors, may declare and
pay dividends or make other distributions in cash or its bonds or its property
on its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.
ARTICLE VIII. NEGOTIABLE INSTRUMENTS
All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise provided
in the Certificate of Incorporation.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
ARTICLE X. AMENDMENTS
SECTION 1. BY SHAREHOLDERS
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the shareholders
atthe time entitled to vote in the election of directors.
SECTION 2. BY DIRECTORS.
The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, the by-laws of the Corporation; provided,
however, that the shareholders entitled to vote with respect thereto, as in this
Article X above -provided, may alter, amend or repeal by-laws made by the Board
of Directors; except that the Board of Directors shall have no power to change
the quorum for meetings of shareholders or of the Board of Directors, or to
change any provisions of the by-laws with respect to the removal of directors or
the filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of the shareholders for the election of
directors, the bylaw so adopted, amended or repealed, together with a concise
statement of the changes made therein.
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ARTICLE XI. OFFICES
The offices of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the United States
as the Board of Directors may, from time to time, determine.
The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first bylaws of the Corporation, in accordance with the
requirements of the Business Corporation Law.
BY-LAWS -12
