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BY-LAWS
OF
WORLDS.COM INC.
(RESTATED AS AMENDED
AS OF JANUARY 1, 2000)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meeting. A meeting of stockholders shall be held
annually for the election of directors and the transaction of such other
business as is related to the purpose or purposes set forth in the notice of
meeting on such date as may be fixed by the Board of Directors, or if no date is
so fixed on the second Tuesday in April in each and every year, unless such day
shall fall on a legal holiday, in which case such meeting shall be held on the
next succeeding business day, at such time and at such place as may be fixed by
the Board of Directors.
SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called by the Board of Directors, the Chairman of the Board,
the President or the Secretary, and shall be called by the Chairman of the
Board, the President or the Secretary at the written request of the holders of
record of a majority of the outstanding shares of the Corporation entitled to
vote at such meeting. Special meetings shall be held at such time as may be
fixed in the call and stated in the notices of meeting or waiver thereof. At any
special meeting only such business may be transacted as is related to the
purpose or purposes for which the meeting is convened.
SECTION 3. Place of Meetings. Meetings of stockholders shall be held at
such place, within or without the State of New Jersey or the United States of
America, as may be fixed in the call and stated in the notice of meeting or
waiver thereof.
SECTION 4. Notice of Meetings: Adjourned Meetings. Notice of each
meeting of stockholders shall be given in writing and shall state the place,
date and hour of the meeting. The purpose or purposes for which the meeting is
called shall be stated in the notices of each special meeting and of each annual
meeting at which any business other than the election of directors is to be
transacted.
A copy of the notice of any meeting shall be given, personally or by
mail, not less then ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder
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entitled to vote at such meeting. If mailed, such notice shall be deemed given
when deposited in the United States mail, with postage thereon prepaid, directed
to the stockholder at his address as it appears on the record of stockholders.
When a meeting is adjourned for less than thirty (30) days in any one
adjournment, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. When a meeting is adjourned for thirty (30) days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
SECTION 5. Waiver of Notice. The transactions of any meeting of
stockholders, however called and with whatever notice, if any, are as valid as
though had at a meeting duly held after regular call and notice, if: (a) all the
stockholders entitled to vote are present in person or by proxy and no objection
to holding the meeting is made by anyone so present, and if, either before or
after the meeting, each of the persons entitled to vote, not present in person
or by proxy, signed a written waiver of notice, or a consent to the holding of
the meeting, or an approval of the action taken as shown by the minutes thereof.
Whenever notice is required to be given to any stockholder, a written
waiver thereof signed by such stockholder, whether before or after the time
thereon stated, shall be deemed equivalent to such notice. Attendance of a
person at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when such stockholder attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any meeting of stockholders need be
specified in any written waiver of notice thereof.
SECTION 6. Qualification of Voters. Except as may be otherwise provided
in the Certificate of Incorporation, every stockholder of record shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders for every share standing in his name on the record of stockholders.
SECTION 7. Quorum. At any meeting of the stockholders the presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum for the transaction of any business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of
a quorum.
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SECTION 8. Proxies. Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.
Every proxy must be executed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the expiration of three (3)
years from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except as
otherwise provided therein and as permitted by law. Except as otherwise provided
in the proxy, any proxy holder may appoint in writing a substitute to act in his
place.
SECTION 9. Voting. Except as otherwise required by law, directors shall
be elected by a plurality of the votes cast at a meeting of stockholders by the
holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is
to be taken by vote of the stockholders at a meeting, it shall, except as
otherwise required by law or the Certificate of Incorporation, be authorized by
a majority of the votes cast thereat, in person or by proxy.
SECTION 10. Action Without A Meeting. Whenever stockholders are
required or permitted to take any action at a meeting or by vote, such action
may be taken without a meeting, without prior notice and without a vote, by
consent in writing setting forth the action so taken, 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. 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.
SECTION 11. Record Date. The Board of Directors is authorized to fix a
day not more than sixty (60) days nor less than ten (10) days prior to the day
of holding any meeting of stockholders as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to vote at
such meeting.
SECTION 12. Inspectors of Election. The Chairman of any meeting of the
stockholders may appoint one or more Inspectors of Election. Any Inspector so
appointed to act at any meeting of the stockholders, before entering upon the
discharge of his or her duties, shall be sworn faithfully to execute the duties
of an Inspector at such meeting with strict impartiality, and according to the
best of his or her ability.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Power of Board and Qualification of Directors. The business
and affairs of the Corporation shall be managed by the Board of Directors.
SECTION 2. Number of Directors. The number of directors constituting
the entire Board of Directors shall be such number not less than one (1) nor
more than nine (9) as may be fixed from time to time by resolution adopted by
the stockholders or by the Board.
SECTION 3. Election and Term of Directors. At each annual meeting of
stockholders, directors shall be elected to serve until the next annual meeting.
SECTION 4. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors, the Chairman of the
Board, the President or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 5. Removal of Directors. Any or all of the directors may be
removed with or without cause by vote of the stockholders.
SECTION 6. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of directors by stockholders without cause may be filled by vote of a majority
of the directors then in office, although less than a quorum exists, or may be
filled by the stockholders. Vacancies occurring as a result of the removal of
directors by stockholders, without cause, shall be filled by the stockholders. A
director elected to fill a vacancy or a newly created directorship shall be
elected to hold office until the next annual meeting of stockholders.
SECTION 7. Executive and Other Committee of Directors. The Board of
Directors, 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 one or more directors, and each of which, to the extent
provided in the resolution, shall have all the authority of the Board to the
fullextent authorized by law and including the power and authority to declare a
dividend or to authorize the issuance of stock.
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The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.
SECTION 8. Compensation of Directors. The Board of Directors shall have
authority to fix the compensation of directors for services in any capacity, or
to allow a fixed sum plus expenses, if any, for attendance at meetings of the
Board or of committees designated thereby.
SECTION 9. Interest of Director in a Transaction. (a) No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorized the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee, in
good faith, authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors be less than as quorum; or
(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved, in good faith, by vote of the stockholders;
or
(3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorized the contract or transaction.
ARTICLE III
MEETINGS OF THE BOARD
SECTION 1. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and places, within or without the State
of New Jersey, or the United States of America, as may from time to time be
fixed by the Board.
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SECTION 2. Special Meetings; Notice; Waiver. Special meetings of the
Board of Directors may be held at any time, place, within or without the State
of New Jersey or the United States of America, upon the call of the Chairman of
the Board, the President or the Secretary, by oral, telegraphic or written
notice, duly given to or sent or mailed to each director not less than two (2)
days before such meeting. Special meetings shall be called by the Chairman of
the Board, the President or the Secretary on the written request of any two
directors.
Notice of a special meeting need not be given to any director who
submits a signed waiver or notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.
A notice, or waiver of notice, need not specify the purpose of any
special meeting of the Board of Directors.
SECTION 3. Quorum: Action by the Board; Adjournment. At all meetings of
the Board of Directors, a majority of the whole Board shall constitute a quorum
for the transaction of business, except that when the number of directors
constituting the whole Board shall be an even number, one-half of that number
shall constitute a quorum.
The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board, except
as may be otherwise specifically provided by law or by the Certificate of
Incorporation or by these By-Laws.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.
SECTION 4. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board, or 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, whether done before or after
the action so taken.
SECTION 5. Action Taken by Conference Telephone. Members of the Board
of Directors or any committee thereof may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
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ARTICLE IV
OFFICERS
SECTION 1. Officers. The Board of Directors shall elect a President,
one or more Vice Presidents, a Secretary and a Treasurer of the Corporation and
from time to time may elect or appoint such other officers as it may determine.
Any two or more offices may be held by the same person.
Securities of other corporations held by the corporation may be voted
by any officer designated by the Board and, in the absence of any such
designation, by the President, any Vice President, the Secretary, or the
Treasurer.
The Board may require any officer to give security for the faithful
performance of his duties.
SECTION 2. President. The President shall be the chief executive and
chief operating officer of the Corporation with all the rights and powers
incident to that position.
SECTION 3. Vice President. The Vice Presidents shall perform such
duties as may be prescribed or assigned to them by the Board of Directors, the
Chairman of the Board or President. In the absence of the President the
first-elected Vice President shall perform the duties of the President. In the
event of the refusal or incapacity of the President to function as such, the
first-elected Vice President shall perform the duties of the President until
such time as the Board of Directors elects a new President. In the event of the
absence, refusal or incapacity of the first-elected Vice President, the other
Vice Presidents, in order of their rank, shall so perform the duties of the
President; and the order of rank of such other Vice Presidents shall be
determined by the designated rank of their offices or, in the absence of such
designation, by seniority in the office of Vice President; provided that said
order or rank may be established otherwise by action of the Board of Directors.
SECTION 4. Treasurer. The Treasurer shall perform all the duties
customary to that office, and shall have the care and custody of the funds and
securities of the Corporation. He shall at all reasonable times exhibit his
books and accounts to any director upon application, and shall give such bond or
bonds for the faithful performance of his duties with such surety or sureties as
the Board of Directors from time to time may determine.
SECTION 5. Secretary. The Secretary shall act as secretary of and shall
keep the minutes of the Board of Directors and of the stockholders, have the
custody of the seal of the Corporation and perform all of the other duties usual
to that office.
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SECTION 6. Assistant Treasurer and Assistant Secretary. Any Assistant
Treasurer or Assistant Secretary shall perform such duties as may be prescribed
or assigned to him by the Board of Directors, the Chairman of the Board, or the
president. An Assistant Treasurer shall give such bond or bonds for the faithful
performance of his duties with such surety or sureties as the Board of Directors
from time to time may determine.
SECTION 7. Term of Office: Removal. Each officer shall hold office for
such term as may be prescribed by the Board. Any officer may be removed at any
time by the Board with or without cause. The removal of an officer without cause
shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not, of itself, create contract rights.
SECTION 8. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
ARTICLE V
SHARE CERTIFICATES
SECTION 1. Form of Share Certificates. The shares of the Corporation
shall be represented by certificates, in such form as the Board of Directors may
from time to time prescribe, signed by the Chairman of the Board, the President,
or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer
or an Assistant Treasurer, and shall be sealed with the seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation or its employees. In case any such
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.
SECTION 2. Lost Certificates. In case of the loss, theft, mutilation or
destruction of a stock certificate, a duplicate certificate will be issued by
the Corporation upon notification thereof and receipt of such proper indemnity
or assurances as the Board of Directors may require.
SECTION 3. Transfer of Shares. Transfers of shares of stock shall be
made upon the books of the Corporation by the registered holder in person or by
duly authorized attorney, upon surrender of the certificate or certificates for
such shares properly endorsed.
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SECTION 4. Registered Stockholders. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends or
other distributions and to vote as such owner, and to hold such person liable
for calls and assessments, and shall not be bound to recognize any equitable or
legal claim to or interest in such shares on the part of any other person.
ARTICLE VI
INDEMNIFICATION
SECTION 1. Actions by or in the Right of the Corporation. 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 or officer of the Corporation shall be indemnified by 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, to the fullest extent permitted by the New
Jersey Business Corporation Act or any successor thereto.
SECTION 2. Action or Proceeding Other Than by or in The Right of the
Corporation. Any person made or threatened to be made a party to an action or
proceeding other than one by or in the right of the Corporation to procure a
judgment in its favor, whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign,
which any Director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he, his testator or
intestate, was a Director or officer of the Corporation, or served such other
corporation in any capacity, shall be indemnified by the Corporation against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such Director or officer acted in good
faith for a purpose which he reasonably believed to be in the best interests of
the Corporation and, in criminal actions or proceedings, in which he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such Director or officer did not act in
good faith for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.
SECTION 3. Opinion of Counsel. In taking any action or making any
deterntination pursuant to this Article, the Board of
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Directors and each Director, officer or employee, whether or not interested in
any such action or determination, may rely upon an opinion of counsel selected
by the Board.
SECTION 4. Qther Indemnification; Limitation. The Corporation's
obligations under this Article shall not be exclusive or in limitation of but
shall be in addition to any other rights to which any such person may be
entitled under any other provision of these By-Laws, or by contract, or as a
matter of law, or otherwise. All of the provisions of this Article VI of the
By-Laws shall be valid only to the extent permitted by the Certificate of
Incorporation and the laws of the State of New Jersey.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and shall be in such form as the Board of
Directors may from time to time determine.
SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be the
twelve month period prescribed by the Board of Directors.
SECTION 3. Checks and Notes. All checks and demands for money and notes
or other instrument evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or other person or persons as shall
be authorized from time to time by the Board of Directors.
SECTION 4. Nasdaq Rule 4310(c)(25)(H)(i)d. Until August 31, 2002, the
Corporation shall abide by Nasdaq Rule 4310(c)(25)(H)(i)d, which generally
requires stockholders approval for nonpublic sales of stock representing greater
than twenty (20%) percent of the voting power of shares then outstanding at a
price less than the greater of book value or market value.
This provision may be amended or repealed only in accordance with
Article I Sections 9 or 10 of these By-Laws.
ARTICLE VIII
AMENDMENTS
SECTION 1. Power to Amend. By-Laws of the Corporation may be adopted,
amended or repealed by the Board of Directors, subject to amendment or repeal by
the stockholders entitled to vote thereon.
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