BY-LAWS
of
PRINCETON CAPITAL, INC.
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ARTICLE I - OFFICES
The registered office of the corporation shall be
150 River Rd., Ste B3, Montville, New Jersey 07045
The registered agent at said office is
Louis Perosi, Jr
The corporation may also have offices at such other places within or without the
State of New Jersey as the board may from time to time determine or the business
of the corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETINGS.
Meeting of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New Jersey as the
board shall authorize.
2. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the 30th day of
September at 10 AM. in each year if not a legal holiday, and, if a legal
holiday, then on the next business day following at the same hour, when the
shareholders shall elect a board and transact such other business as may
properly come before the meeting.
3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.
4. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of the time, place and purpose or purposes of every meeting
of shareholders shall be given not less than 10 nor more than 60 days before the
date of the meeting, either personally or by mail, to each shareholder of record
entitled to vote at the meeting.
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When a meeting is adjourned to another tine or place, it shall not be
necessary, unless the by-laws otherwise provide, to give notice of the adjourned
meeting if the tine and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken and at the adjourned meeting only
such business is transacted as might have been transacted at the original
meeting. However, if after the adjournment the board 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 entitled to notice,
5. WAIVER OF NOTICE OR OF LAPSE OF TIME
(a) Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
(b) Whenever shareholders are authorized to take any action after the
lapse of a prescribed period of time, the action may be taken without such lapse
if such requirement is waived in writing, in person or by proxy, before or after
the taking of such action, by every shareholder entitled to vote thereon as at
the date of the taking of such action.
6. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of shareholders
by statute, the certificate of incorporation, or by-laws, other than the annual
election of directors, may be taken without a meeting upon the written consent
of shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting. The written
consents of the shareholders consenting thereto shall be filed with the minutes
of proceedings of shareholders.
7. QUORUM OF SHAREHOLDERS
(a) Unless otherwise provided in the certificate of incorporation, the
holders of shares entitled to cast a majority of the votes at a meeting shall
constitute a quorum at such meeting. The shareholders present in person or by
proxy at a duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, Less than a quorum may adjourn.
(b) Whenever the holders of any class or series of shares are entitled to
vote separately on a specified item of business,
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the provisions of paragraph (a) shall apply in determining the presence of a
quorum of such class or series for the transaction of such specified item of
business.
8. ORDER OF BUSINESS
The order of business at all meetings of the shareholders shall be as
follows:
(a) Roll call.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading of minutes of preceding meeting.
(d) Reports of offices.
(e) Reports of committees.
(f) Election of inspectors of election.
(g) Election of directors.
(h) Unfinished business.
(i) New business.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS.
Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age.
2. NUMBER OF DIRECTORS
The number of directors shall be no more than five (5).
3. TERM OF DIRECTORS.
The directors named in the certificate of incorporation shall hold office
until the first annual meeting of shareholders, and until their successors shall
have been elected and qualified. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting, except as otherwise required by
the certificate of incorporation or the by-laws in the case of classification of
directors. Each director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified, A director may
resign by written notice to the corporation. The resignation shall be effective
upon receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation,
4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
(a) Any directorship not filled at the annual meeting and any vacancy,
however caused, occurring in the board may be filled
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by the affirmative vote of a majority of the remaining directors even though
less than a quorum of the board, or by a sole remaining director. A director so
elected by the board shall hold office until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.
(b) When one or more directors shall resign from the board effective at a
future date, a majority of the directors then in office including those who have
so resigned, shall have power to fill such vacancy or vancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as herein provided in the filling of
other vacancies.
(c) Any directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose, unless the certificate of
incorporation or a by-law adopted by the shareholders authorizes the board to
fill such directorship. A director elected by the board to fill any such
directorship shall hold office until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified.
(d) If by reason of death, resignation or other cause the corporation has
no directors in office, any shareholder or the executor or administrator of a
deceased shareholder may call a special meeting of shareholders for the election
of directors and, over his own signature, shall give notice of said meeting in
accordance with the by-laws.
5. REMOVAL OF DIRECTORS.
One or more or all the directors of a corporation may be removed for cause
by the shareholders by the affirmative vote of the majority of the votes cast by
the holders of shares entitled to vote for the election of directors.
6. QUORUM OF BOARD OF DIRECTORS AND COMMITTEES;
ACTION OF DIRECTORS WITHOUT A MEETING.
A majority of the entire board, or of any committee thereof, shall
constitute a quorum for the transaction of business, unless the certificate of
incorporation shall prove that a greater or lesser number shall constitute a
quorum, which in no case shall be less than the greater of two persons or
one-third of the entire board or committee, except that when a board of one
director is authorized one director shall constitute a quorum. Any action
required or permitted to be taken pursuant to authorization voted at a meeting
of the board or any committee thereof, may be taken without a meeting if, prior
or subsequent to such action, all members of the board or of such committee, as
the case may be, consent thereto in writing and such written consents are filed
with the minutes of
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the proceedings of the board or committee. Such consent shall have the same
effect as a unanimous vote of the board or committee for all purposes.
7. PLACE OF BOARD MEETINGS.
Meetings of the board may be held either within or without the State of
New Jersey.
8. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.
9. NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT.
(a) Regular meetings of the board may be held with or without notice.
Special meetings of the board shall be held upon notice to the directors and may
be called by the president upon three days' notice to each director either
personally or by mail or by wire; special meetings shall be called by the
president or by the secretary in a like manner on written request of two
directors. Notice of any meeting need not be given to any director who signs a
waiver of notice, whether before or after the meeting. The attendance of any
director at a meeting without protesting prior to the conclusion of the meeting
the lack of notice of such meeting shall constitute a waiver of notice by him.
Neither the business to be transacted at, nor the purpose of, any meeting of the
board need by specified in the notice or waiver of notice of such meeting.
Notice of an adjourned meeting need not be given if the time and place are fixed
at the meeting adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.
(b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
10. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.
11. COMPENSATION
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefore,
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ARTICLE IV - OFFICERS
1. OFFICES, ELECTION, TERM, SALARIES, SECURITY.
(a) The officers of the corporation shall consist of a president, a
secretary, a treasurer, and, if desired, a chairman of the board, one or more
vice-presidents, and such other officers as the board may determine. The
officers shall be elected or appointed by the board.
(b) Any two or more offices may be held by the same person.
(c) Any officer elected or appointed as herein provided shall hold office
until the next regular meeting of the board following the annual meeting of
shareholders or until a successor is elected or appointed and has qualified
subject to earlier termination by removal or resignation.
(d) All officers of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the corporation as may be provided in the by-laws, or as may be determined by
resolution of the board not inconsistent with the by-laws.
(e) The salaries of all officers shall be fixed by the board.
(f) In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of his duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into his hands.
2. DELEGATION OF DUTIES.
In case of the absence of any officer of the corporation, or for any other
reason that may seem sufficient to the board, the directors may, by a majority
vote of the board, delegate the powers and duties of such officer, for the time
being, to any other officer, or to any director.
3. REMOVAL AND RESIGNATION OF OFFICERS;
FILLING OF VACANCIES.
(a) Any officer elected or appointed by the board may be removed by the
board with or without cause. An officer elected by the shareholders may be
removed, with or without cause, only by vote of the shareholders but his
authority to act as an officer may be suspended by the board for cause.
(b) An officer may resign by written notice to the corporation. The
resignation shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of resignation.
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(c) any vacancy occurring among the officers, however caused may be filled
by election or appointment by the board for the unexpired term.
4. PRESIDENT.
The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.
5. VICE-PRESIDENTS.
During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president shall have all the
powers and function of the president. Each vice-president shall perform such
other duties as the board shall prescribe.
6. SECRETARY.
The secretary shall: attend all meeting of the board and of the
shareholders; record all votes and minutes of all proceedings in a book to be
kept for that purpose; give or cause to be given notice of all meetings of
shareholders and of the special meeting of the board; keep in safe custody the
seal of the corporation and affix it to any instrument when authorized by the
board; when required, prepare a list of shareholders or cause to be prepared and
available at each meeting of shareholders entitled to vote thereat, indicating
the number of shares of each respective class held by each; keep all the
documents and records of the corporation as required by law or otherwise in a
proper and safe manner; and perform such other duties as may be prescribed by
the board.
7. ASSISTANT-SECRETARIES.
During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
secretary.
8. TREASURER.
The treasurer shall: have the custody of the corporate funds and
securities; keep full and accurate accounts of receipts and disbursements in the
corporate books; deposit all money and other valuables in the name and to the
credit of the corporation in such depositories as may be designated by the
board; disburse the funds of the corporation as may be ordered or authorized by
the board and preserve proper vouchers for such disbursements; render to the
president and board at the regular meetings of the board, or whenever they
require it, an account of all his transactions as treasurer and of the financial
condition of the corporation; render a full financial report at the annual
meeting of the shareholders if so requested; be furnished by all corporate
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officers and agents at his request, with such reports and statements as he may
require as to all financial transactions of the corporation; and perform such
other duties as are given to him by the by-laws or as from time to time are
assigned to him by the board or the president.
9. ASSISTANT-TREASURER.
During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
treasurer.
ARTICLE V - CERTIFICATES FOR SHARES AND DIVIDENDS
1. CERTIFICATES REPRESENTING SHARES.
The shares of the corporation shall be represented by certificates signed
by, or in the name of the corporation by, the chairman or vice-chairman of the
board, or the president or a vice-president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation and shall be sealed with the seal of the corporation or a facsimile
thereof.
2. LOST OR DESTROYED CERTIFICATES.
The board may direct a new certificate or certificates to be issued in
place of any certificate or certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
3. TRANSFER OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.
(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person
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whether or not it shall have express or other notice thereof, except as
expressly provided by New Jersey statutes.
4. CLOSING TRANSFER BOOKS.
The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty-day period
immediately preceding (a) any shareholders' meeting, or (b) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (a) receiving
notice of or voting at such meeting, or (b) allowing them to take appropriate
action, or (c) entitling them to receive any dividend or other form or
distribution.
5. DIVIDENDS.
(a) Subject to the provisions of the certificate of incorporation and to
applicable law, the corporation may, from time to time, by action of its board,
declare and pay dividends or make other distribution on its outstanding shares
in cash or in its own shares or in its bonds or other property, including the
shares or bonds of other corporations, except when the corporation is insolvent
or would thereby be made insolvent.
(b) Dividends may be declared or paid and other distributions may be made
out of surplus only, except as otherwise provided by statute.
ARTICLE VI - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of
the corporation the year of its organization and the words "Corporate Seal, New
Jersey." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE VII - FISCAL YEAR
The fiscal year shall begin the first day of in each year.
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ARTICLE VIII - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
(a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon.
(b) If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.
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