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EXHIBIT 3(ii)
BY-LAWS
OF
SENTRY BUILDERS CORP.
(A Delaware Corporation)
ARTICLE I - OFFICES
The principal office of the corporation shall be located in Huntington,
New York. The corporation may have such other offices, either within or without
the state of Delaware as the board of directors may designate or as the business
of the corporation may from time to time require.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the 5th day of
January in each year, beginning with the year 1971 at 10 AM of that day, for the
purpose of electing directors and transacting such business as may lawfully come
before said meeting. If the date fixed for such meeting be a legal holiday, then
such meeting shall be held on the next succeeding business day.
2. SPECIAL MEETING.
Special meetings of the shareholders for the purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by a majority
of the directors, and shall be called by the president at the request of the
holders of not less than fifty percent of all the outstanding shares of the
corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the state
of Delaware unless otherwise prescribed by statute, as the place of meeting for
any annual meeting of the shareholders or for any special meeting called by the
president or directors. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, within or without the state of
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Delaware, unless otherwise prescribed by statute, as the place for holding such
meeting. If no designation is made, or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the corporation or the
place designated by the president or board of directors in directing such
meeting be held.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called. Shall be delivered not less than five, nor more than twenty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OR RECORD DATE.
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend or in order to make a determination
of shareholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period,
but not to exceed, in any case ten days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the directors may fix in advance, ad date as the record date for any such
determination of shareholders, such date in any case to be not more than ten
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date fixed for the determination of shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall made, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or the address of and the number of shares held by each, which list,
for a period of ten days prior to such meeting, shall be kept on file at the
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principal office of the corporation, and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at the
meeting of shareholders.
7. QUORUM.
At any meeting of shareholders, 20% of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than said number of
the outstanding share are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at the duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
8. PROXIES.
At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.
9. VOTING.
Each shareholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws, shall be
entitled to one vote, in person or by proxy for each share of stock entitled to
vote held by such shareholders. Bullet voting may not be permitted. All
elections for directors shall be decided by a plurality vote; all other
questions shall be decided by majority vote except as otherwise provided by the
certificate of incorporation and the laws of the state of Delaware.
10. ORDER OF BUSINESS.
The order of business at all meetings of the shareholders shall be as
follows:
1. Roll Call.
2. Proof of Notice of Meeting or Waiver of Notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
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6. Elections of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY SHAREHOLDERS.
Unless otherwise provided by law, any action provided to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting, if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of the state of Delaware.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be at least three and not
more than five. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of shareholders. The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any two directors. The person or persons authorized to call
special meeting of the directors may fix the place for holding any special
meeting of the directors called by them.
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5. NOTICE.
Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. QUORUM.
At any meeting of the directors, two thereof shall constitute a quorum for
the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies shall be
filled by vote of the shareholders. A director elected to fill a vacancy caused
by resignation, death or removal shall be elected to hold office for the
unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
shareholders of by action of the board. Directors may be removed without cause
only by vote of the shareholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
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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 therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by certified mail, RRR, to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members, and
executive committee, each consisting of three or more directors. Each such
committee shall serve at the pleasure of the board.
ARTICLE V - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the shareholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever, in their judgment, the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
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4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of the president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president, or in the event of his death, inability
or refusal to act, the vice-president shall perform all the duties of the
president, and when so acting, shall have all of the powers of and be subject to
all the restrictions upon the president. The vice-president shall perform such
other duties as from time to time may be assigned to him by the president or by
the directors.
7. SECRETARY.
The secretary shall keep the minutes of the shareholders' and of the
directors' meetings in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each shareholder
which shall be furnished to the secretary by each shareholder; have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in a sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
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whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of the treasurer and such other duties as from time to time may be
assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS & DEPOSITS
1. CONTRACTS.
The directors may authorize any officer, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
3. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
4. DEPOSITS.
All funds of the corporation not otherwise employed, shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the directors shall select.
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ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as shall be determined by the directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by law
and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the shareholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the directors may prescribe.
2. 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 books of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of any
shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the state of Delaware.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year, subject to modification by resolution of the directors.
ARTICLE VIII - DIVIDENDS
The directors may, from time to time, declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words "Corporate Seal."
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ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these by-laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the shareholders representing forty percent (40%) of all
the shares issued and outstanding, at any annual shareholders' meeting or at any
special shareholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
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We the undersigned, constituting all of the directors of Sentry Builders
Corp., ("Corporation") hereby certify that the foregoing by-laws attached hereto
constitute all of the by-laws of the Corporation; any former or prior by-laws
cannot be located and are deemed superceded by the attached by-laws.
Dated: September 22, 2000
/s/ Richard Melius
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Richard Melius
/s/ Cathy Ballas
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Cathy Ballas
/s/ Theodore Daniels
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Theodore Daniels
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