Exhibit No. 3.2
By-Laws of Electronic Control Security Inc.
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BY-LAWS
OF
ENVIRONMENTAL CONSERVATION SYSTEMS, INC.
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Adopted December 15, l976
ARTICLE I
OFFICES
1. Registered Office and Agent.--The registered office of the Corporation
in the State of New Jersey is at 250 Mill Street, Belleville, New Jersey
4A 4-1
The registered agent of the Corporation at such office is Alexander
Kloubek
2. Principal Place of Business.--The principal place of business of the
Corporation is
250 Mill Street
Belleville, New Jersey
3. Other Places of Business.--Branch or subordinate places of business
or offices may be established at any time by the Board at any place or places
where the Corporation is qualified to do business.
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ARTICLE II
SHAREHOLDERS
[ILLEGIBLE] 5-2
14A 5-4(1)
1. Annual Meeting.--The annual meeting of shareholders shall be held upon
not less than ten nor more than sixty days written notice of the time, place,
and purposes of the meeting at 11 o'clock a.m. on the 15th day of the month of
December of each year at principal place of business of the corporation
14A 5-1
or at such other time and place as shall be specified in the notice of meeting,
in order to elect directors and transact such other business as shall come
before the meeting. If that date is a legal holiday, the meeting shall be held
at the same hour on the next succeeding business day.
14A 5-3
2. Special Meetings.--A special meeting of shareholders may be called for
any purpose by the president or the Board. A special meeting shall be held upon
not less than ten nor more than sixty days written notice of the time, place,
and purposes of the meeting.
14A. 5-6(1)
3. Action Without Meeting.--The shareholders may act without a meeting
if, prior or subsequent to such action, each shareholder who would have been
entitled to vote upon such action shall consent in writing to such action. Such
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written consent or consents shall be filed in the minute book.
14A 5-9(1)
4. Quorum.--The presence at a meeting in person or by proxy of the holders
of shares entitled to cast a majority of the votes shall constitute a quorum.
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ARTICLE III
BOARD OF DIRECTORS
[ILLEGIBLE]
1. Number and Term of Office.--The Board shall consist of two members.
Each director shall be elected by the shareholders at each annual meeting and
shall hold office until the next annual meeting of shareholders and until that
director's successor shall have been elected and qualified.
l4A.6-10(2)
2. Regular Meetings.--A regular meeting of the Board shall be held
without notice immediately foil owing and at the same place as the annual
shareholders' meeting for the purposes of electing officers and conducting such
other business as may come before the meeting. The Board, by resolution, may
provide for additional regular meetings which may be held without notice, except
to members not present at the time of the adoption of the resolution.
l4A.6-10(2)
3. Special Meetings.--A special meeting of the Board may be called at
any time by the president or by one of the directors for any purpose. Such
meeting shall be held upon 3 days notice if given orally, (either by telephone
or in person,) or by telegraph, or by 5 days notice if given by depositing the
notice in the United States mails, postage prepaid. Such notice shall specify
the time and place of the meeting.
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16A 6-7(2)
4. Action Without Meeting.--The Board may act without a meeting if, prior
or subsequent to such action, each member of the Board shall consent in writing
to such action. Such written consent or consents shall be filed in the minute
book.
14A 6-7(1)
(12) 5. Quorum.--A majority of the entire Board shall constitute a quorum
for the transaction of business.
14A 6-5
6. Vacancies in Board of Directors.--Any vacancy in the Board,^13
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 of the Board, or by a sole remaining director.
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ARTICLE IV
WAIVERS OF NOTICE
[ILLEGIBLE]
Any notice required by these by-laws, by the certificate of incorporation,
or by the New Jersey Business Corporation Act may be waived in writing by any
person entitled to notice. The waiver or waivers may be executed either before
or after the event with respect to which notice is waived. Each director or
shareholder attending a meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have waived notice of the
meeting.
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ARTICLE V
OFFICERS
14A 6-15(1)
I. Election.--At its regular meeting following the annual meeting of
shareholders, the Board shall elect a president, a treasurer, a secretary, and
it may elect such other officers, including one or more vice presidents, as it
shall deem necessary. One person may hold two or more offices.
14A 6-15(2)
14A 6-15(4)
2. Duties and Authority of President.--The president shall be chief
executive officer of the Corporation. Subject only to the authority of the
Board, he shall have general charge and supervision over, and responsibility
for, the business and affairs of the Corporation. Unless otherwise directed by
the Board, 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. He shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
14A 6-15(4)
3. Duties and Authority of Vice President.--The vice president shall
perform such duties and have such authority as from time to time may be
delegated to him by the president
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or by the Board. 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.
14A 6-15(4)
4. Duties and Authority of Treasurer.--The treasurer shall have the
custody of the funds and securities of the Corporation and shall keep or cause
to be kept regular books of account for the Corporation. The treasurer shall
perform such other duties and possess such other powers as are incident to that
office or as shall be assigned by the president or the Board.
14A6-15(4)
5. Duties and Authority of Secretary.--The secretary shall cause notices
of all meetings to be served as prescribed in these by-laws and shall keep or
cause to be kept the minutes of all meetings of the shareholders and the Board.
The secretary shall have charge of the seal of the Corporation. The secretary
shall perform such other duties and possess such other powers as are incident to
that office or as are assigned by the president or the Board.
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ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS;
FISCAL YEAR
1. Force and Effect of By-laws.--These by-laws are subject to the
provisions of the New Jersey Business Corporation Act and the Corporation's
certificate of incorporation, as it may be amended from time to time. If any
provision in these by-laws is inconsistent with a provision in that Act or the
certificate of incorporation, the provision of that Act or the certificate of
incorporation shall govern.
[ILLEGIBLE]
2. Amendments to By-laws.--These by-laws may be altered, amended or
repealed by the shareholders or the Board. Any by-law adopted, amended or
repealed by the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such by-law expressly reserves to the
shareholders the right to amend or repeal it.
3. Fiscal Year.--The fiscal year of the Corporation shall begin on the
first day of July of each year.
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