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AMENDED
EXHIBIT 3.2
BY-LAWS
OF
VERTEX INTERACTIVE, INC.
ARTICLE I - SHAREHOLDERS
SECTION 1. PLACE OF MEETING; NOTICE. All meetings of shareholders shall be held
at the principal office of the corporation or at such other place, either within
or outside of New Jersey, as shall be specified in the notice of meeting.
Written or printed notice stating the place, day and hour of the meeting shall
be given not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, to each shareholder of record entitled to
vote at the meeting. The notice shall designate with reasonable specificity the
business to be conducted at the meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders shall be held on
any date during the month of January each year or at such other date as shall be
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders, for any purpose
or purposes, may be called by the President or by the Board of Directors by
notice given to the shareholders as provided in Section 1 above.
SECTION 4. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting upon the written consent of the shareholders who are 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, except that in the case of the annual election of directors and any
action to be taken pursuant to Chapter 10 of the New Jersey Business Corporation
Act. such action may be taken without a meeting only if all shareholders consent
thereto in writing. The written consent of the shareholders, which may be
executed in counterparts, shall be filed with the minutes of the corporation. If
action is taken by the written consent of less than all of the shareholders,
notice of such action shall be given to all non-consenting shareholders as
required by the New Jersey Business Corporation Act.
SECTION 5. QUORUM. The holders of shares entitled to cast a majority of the
votes at a meeting, represented in person or by proxy, shall constitute a quorum
at such meeting. In no case, however, shall a quorum be less than 33 1/3% of the
outstanding shares of the company's common stock.
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SECTION 6. METHOD OF VOTING. The shareholders shall vote by voice vote on all
matters including the election of directors, unless any shareholder demands
voting by written ballot prior to the vote. In the event a written ballot is
demanded, the person presiding at the meeting shall designate one person, who
may not be a nominee for director if the vote be to elect director, as inspector
to tally the ballots and report the results of the voting.
SECTION 7. PRESIDING OFFICERS AT MEETING. The President and the Secretary of the
corporation shall act as President and Secretary of each shareholders' meeting
unless the majority of the shareholders present at the meeting shall decide
otherwise.
ARTICLE II - DIRECTORS
SECTION 1. NUMBER; TERM OF OFFICE. The Board of Directors shall consist of not
less than one, nor more than fifteen (15) persons. The director named in the
Certificate of Incorporation and those directors elected at the first annual
meeting of shareholders and at each annual meeting thereafter shall hold office
for one year, and until their successors are elected and qualified.
SECTION 2. REGULAR MEETINGS. A regular meeting of the Board of Directors for the
purpose of electing officers and transacting such other business as may come
before the meeting shall be held without notice immediately following and at the
same place as the annual shareholders' meeting. The Board of Directors may
provide, by resolution, the place, day and hour for additional regular meetings
which may be held without notice.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the President or any director. Written notice of any special meeting
shall be given to each director at least two days prior thereto.
SECTION 4. PLACE OF MEETING. Meetings of the Board of Directors shall be held at
such place as shall be designated in the notice of meeting. Notice of any
meeting need not be given to any director who signs a waiver of notice before or
after the meeting.
SECTION 5. QUORUM. A majority of the directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
SECTION 6. MANNER OF ACTING. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board of
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Directors may be taken without a meeting if; prior or subsequent to such action,
all of the directors consent thereto in writing. Such written consents may be
executed in counterparts, and shall be filed with the minutes of the
corporation.
SECTION 8. VACANCIES. Any vacancy in the Board of Director, including a vacancy
caused by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even though less than
a quorum.
SECTION 9. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire board, may appoint from among its members an executive
committee and one or more other committees. To the extent provided in such
resolution, each such committee shall have and may exercise all the authority of
the board, subject to the limitations on the permissible scope of the power of
any such committees allowed by law. The Board of Directors, by resolution
adopted by a majority of the entire board, may fill any vacancy in any
committee; abolish any committee at any time; and remove any director from
membership on any committee at any time, with or without cause.
ARTICLE III - OFFICERS
SECTION 1. ELECTION. At its regular meeting following the annual meeting of
shareholders, the Board of Directors shall elect or appoint a President, a
Treasurer, a Secretary, and such other officers or agents as it shall deem
necessary or desirable. One person may hold two or more offices.
SECTION 2. VACANCIES. Any vacancy occurring among the officers, however caused,
may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 3. PRESIDENT. The President is subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. Unless otherwise directed by the Board of Directors,
all other officers shall be subject to the authority and supervision of the
President. The President may enter into and execute in the name of the
corporation contracts or other instruments in the regular course of business or
contracts or other instruments not in the regular course of business which are
authorized, either generally or specifically, by the Board of Directors. He
shall have the general powers and duties of management usually vested in the
Office of President of a corporation.
SECTION 4. VICE PRESIDENT. The Vice President shall perform such duties and have
such authority as may be delegated to him from time to time by the President or
by the Board of Directors. In the absence of the President or in the event of
his death, inability, or refusal to act, the Vice President shall perform the
duties and be vested with the authority of the President.
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SECTION 5. TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, shall keep or cause
to be kept regular books of account for the corporation and shall perform such
other duties and possess such other powers as are incident to the office of
Treasurer or as shall be assigned to him by the President or by the Board of
Directors.
SECTION 6. SECRETARY. The Secretary shall cause notices of all meetings to be
served as prescribed in these by-laws or by statute, shall keep or cause to be
kept the minutes of all meetings of the shareholders and of the Board of
Directors, shall have charge of the corporate records and seal of the
corporation and shall keep a register of the post-office address of each
shareholder which shall be furnished to him by such shareholder. He shall
perform such other duties and possess such other powers as are incident to the
office of Secretary or as are assigned by the President or by the Board of
Directors.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer(s) is subject to
the control of the Board of Directors and shall in general supervise and control
all of the business and affairs of the corporation. Unless otherwise directed by
the Board of Directors, all other officers shall be subject to the authority and
supervision of the Chief Executive Officer(s). The Chief Executive Officer may
enter into and execute in the name of the corporation contracts, leases, or
other instruments in the regular course of business or contracts or other
instruments not in the regular course of business, which are authorized, either
generally or specifically, by the Board of Directors. He shall have the general
powers and duties of management usually vested in the Office of Chief Executive
Officer of the Corporation. The Office may consist of up to two individuals.
ARTICLE IV - EXECUTION OF DOCUMENTS
SECTION 1. COMMERCIAL PAPER. All checks, notes, drafts and other commercial
paper of the corporation shall be signed by the President of the corporation or
by such other person or persons as the Board of Director may from time to time
designate.
SECTION 2. OTHER INSTRUMENTS. All deeds mortgages and other instruments shall be
executed by the President of the corporation or any Vice President, and by the
Secretary, or such other person or persons as the Board of Director may from
time to time designate.
ARTICLE V - FISCAL YEAR
The fiscal year of the corporation shall be run from October 1 to September 30
unless the Board of Directors shall direct otherwise.
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ARTICLE VI - CERTIFICATES FOR SHARES
SECTION 1. EXECUTION. Certificates representing shares of the corporation shall
be in such form as shall be determined by the Board of Directors and shall be
executed by the President or Vice President and by the Secretary or the
Treasurer, unless the Board of Directors shall direct otherwise.
SECTION 2. FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without any meeting or for the purpose of determining shareholders entitled to
receive payment of any dividend or allotment or any right, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.
ARTICLE VII - DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may
pay, dividends or make other distributions on its outstanding shares in the
manner and upon the terms and conditions provided by the Certificate of
Incorporation and by statute.
ARTICLE VIII - AMENDMENT
These bylaws may be altered, amended or repealed and new bylaws may be adopted
by a majority of the votes cast at any regular or special meeting of the
shareholders, if notice of the proposed alteration or amendment be contained in
the notice of the meeting, or by the affirmative vote of a majority of the Board
of Directors at any regular or special meeting called for that purpose.
