Attached files
| file | filename |
|---|---|
| 8-K - Luvu Brands, Inc. | v163418_8k.htm |
| EX-2.1 - Luvu Brands, Inc. | v163418_ex2-1.htm |
| EX-99.1 - Luvu Brands, Inc. | v163418_ex99-1.htm |
| EX-3.3 - Luvu Brands, Inc. | v163418_ex3-3.htm |
| EX-99.4 - Luvu Brands, Inc. | v163418_ex99-4.htm |
| EX-99.2 - Luvu Brands, Inc. | v163418_ex99-2.htm |
| EX-16.1 - Luvu Brands, Inc. | v163418_ex16-1.htm |
| EX-99.3 - Luvu Brands, Inc. | v163418_ex99-3.htm |
BY-LAWS
OF
REMARK
ENTERPRISES INC.
ARTICLE
I
OFFICES
SECTION
1. REGISTERED OFFICE. – The
corporation shall at all times maintain a registered office in the State of
Nevada and appoint a registered agent at such address to accept service of
process against the corporation and for all purposes required by the Nevada
Revised Statutes.
SECTION
2. OTHER OFFICES. – The corporation may
have other offices, either within or without the State of Nevada, at such place
or places as the Board of Directors may from time to time appoint or the
business of the corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
SECTION
1. ANNUAL MEETINGS. – Annual meetings of
stockholders for the election of directors and for such other business as may be
stated in the notice of the meeting, shall be held at such place, either within
or without the State of Nevada, and at such time and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice of the
meeting.
If the
date of the annual meeting shall fall upon a legal holiday, the meeting shall be
held on the next succeeding business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.
SECTION
2. OTHER MEETINGS. – Meetings of
stockholders for any purpose other than the election of directors may be held at
such time and place, within or without the State of Nevada, as shall be stated
in the notice of the meeting.
SECTION
3. VOTING. – Each stockholder
entitled to vote in accordance with the terms of the Articles of Incorporation
and in accordance with the provisions of 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 stockholder, but no proxy shall be voted after three years from its date
unless such proxy provides for a longer period. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting, shall be by ballot. All elections for directors shall be decided by
plurality vote; all other questions shall be decided by majority vote except as
otherwise provided by the Articles of Incorporation or the laws of the State of
Nevada.
A
complete list of the stockholders entitled to vote at the ensuing election,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION
4. QUORUM. – Except as otherwise required
by law, by the Articles of Incorporation or by these By-laws, the presence, in
person or by proxy, of stockholders holding a majority of the stock of the
corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders entitled to vote thereat, present in person or
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present. At any such adjourned meeting at which
requisite amount of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote the meeting.
SECTION
5. SPECIAL MEETINGS. – Special meetings of
the stockholders for any purpose or purposes may be called by the President or
Secretary, or by resolution of the directors.
SECTION
6. NOTICE OF MEETINGS. – Written notice,
stating the place, date and time of the meeting, and the general nature of the
business to be considered, shall be given to each stockholder entitled to vote
thereat at his address as it appears on the records of the corporation, not less
than ten nor more than sixty (60) days before the date of the meeting. No
business other than that stated in the notice shall be transacted at any meeting
without the unanimous consent of all the stockholders entitled to vote
thereat.
SECTION
7. ACTION WITHOUT MEETING. – Unless
otherwise provided by the Articles of Incorporation, any action required to be
taken at any annual or special meeting of stockholders, or any action which may
be taken at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock 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.
ARTICLE
III
DIRECTORS
SECTION
1. NUMBER AND TERM. – The authorized
number of directors of the corporation shall be not less than one (1) nor more
than thirteen (13) as fixed from time to time by resolution of the Board of
Directors; provided that no decrease in the number of directors shall shorten
the term of any incumbent directors. The directors shall be elected at the
annual meeting of the stockholders and each director shall be elected to serve
until his successor shall be elected and shall qualify. A director need not be a
stockholder.
SECTION
2. RESIGNATIONS. – Any director, member of
a committee or other officer may resign at any time. Such resignation shall be
made in writing, and shall take effect at the time specified therein, and if no
time be specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it
effective.
SECTION
3. VACANCIES. – If the office of any
director, member of a committee or other officer becomes vacant, the remaining
directors in office, though less than a quorum by a majority vote, may appoint
any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly chosen.
SECTION
4. REMOVAL. – Any director or directors
may be removed either for or without cause at any time by the affirmative vote
of the holders of a majority of all the shares of stock outstanding and entitled
to vote, at a special meeting of the stockholders called for the purpose and the
vacancies thus created may be filled, at the meeting held for the purpose of
removal, by the affirmative vote of a majority in interest of the stockholders
entitled to vote.
SECTION
5. INCREASE OF NUMBER. – The number of
directors may be increased by amendment by these By-laws by the affirmative vote
of a majority of the directors, though less than a quorum, or, by the
affirmative vote of a majority in interest of the stockholders, at the annual
meeting or at a special meeting called for that purpose, and by like vote the
additional directors may be chosen at such meeting to hold office until the next
annual election and until their successors are elected and
qualify.
SECTION
6. POWERS. – The Board of Directors shall
exercise all of the powers of the corporation except such as are by law, or by
the Articles of Incorporation of the corporation or by these By-laws conferred
upon or reserved to the stockholders.
SECTION
7. COMMITTEES. – The Board of Directors
may, by resolution or resolutions passed by a majority of the whole board,
designate one or more committees, each committee to consist of two or more of
the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member or such committee or committees, the member or
members thereof present at any such meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
Any such
committee, to the extent provided in the resolution of the Board of Directors,
or in these By-laws, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power of
authority in reference to amending the Articles of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation’s property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the By-laws of the corporation; and
unless the resolution, these By-laws, or the Articles of Incorporation expressly
so provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION
8. MEETINGS. – The newly elected
Board of Directors may hold their first meeting for the purpose of organization
and the transaction of business, if a quorum be present, immediately after the
annual meeting of the stockholders; or the time and place of such meeting may be
fixed by consent, in writing, of all the directors.
Unless
restricted by the incorporation document or elsewhere in these By-laws, members
of the Board of Directors or any committee designated by such Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at such meeting.
Regular
meetings of the Board of Directors may be scheduled by a resolution adopted by
the Board. The Chairman of the Board or the President or Secretary may call, and
if requested by any two directors, must call a special meeting of the Board and
give five (5) days notice by mail, or two (2) days notice personally or by
telegraph or cable to each director. The Board of Directors may hold an annual
meeting, without notice, immediately after the annual meeting of
shareholders.
SECTION
9. QUORUM. – A majority of the
directors shall constitute a quorum for the transaction of business. If at any
meeting of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned.
SECTION
10. COMPENSATION. –
Directors shall not receive any stated salary for their services as directors or
as members of committees, but by resolution of the Board a fixed fee and
expenses of attendance may be allowed for attendance at each meeting. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent or otherwise, and
receiving compensation therefor.
SECTION
11. ACTION WITHOUT MEETING. – Any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, it prior
to such action a written consent thereto is signed by all members of the Board,
or of such committee as the case may be, and such written consent is filled with
the minutes of proceedings of the Board or committee.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS. – The officers of the
corporation shall be a President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors may
elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and
Assistant Treasurers as they may deem proper. None of the officers of the
corporation need be directors. The officers shall be elected at the first
meeting of the Board of Directors after each annual meeting. More than two
offices may be held by the same person.
SECTION
2. OTHER OFFICERS AND AGENTS. – The
Board of Directors may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.
SECTION
3. CHAIRMAN. – The Chairman of the
Board of Directors, if one be elected, shall preside at all meetings of the
Board of Directors and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
SECTION
4. PRESIDENT. – The President shall
be the chief executive officer of the corporation and shall have the general
powers and duties of supervision and management usually vested in the office of
President of a corporation. He shall preside at all meetings of the stockholders
if present thereat, and in the absence or non-election of the Chairman of the
Board of Directors, at all meetings of the Board of Directors, and shall have
general supervision, direction and control of the business of the corporation.
Except as the Board of Directors shall authorize the execution thereof in some
other manner, he shall execute bonds, mortgages and other contracts on behalf of
the corporation, and shall cause the seal to be affixed to any instrument
requiring it and when so affixed the seal shall be attested by the signature of
the Secretary or the Treasurer or Assistant Secretary or an Assistant
Treasurer.
SECTION
5. VICE-PRESIDENT. – Each
Vice-President shall have such powers and shall perform such duties as shall be
assigned to him by the directors.
SECTION
6. TREASURER. – The Treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books belonging to the
corporation. He shall deposit all monies and other valuables in the name and to
the credit of the corporation in such depositaries as may be designated by the
Board of Directors.
The
Treasurer shall disburse the funds of the corporation as may be ordered by the
Board of Directors, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board shall prescribe.
SECTION
7. SECRETARY. – The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and
directors, and all other notices required by the law or by these By-laws, and in
case of his absence or refusal to neglect so to do, any such notice may be given
by any person thereunto directed by the President, or by the directors, or
stockholder, upon whose requisition the meeting is called as provided in these
By-laws. He shall record all the proceedings of the meetings of the corporation
and of the directors in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him by the directors or the President.
He shall have the custody of the seal of the corporation and shall affix the
same to all instruments requiring it, when authorized by the directors or the
President, and attest the same.
SECTION
8. ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. – Assistant Treasurers and Assistant Secretaries, if any,
shall be elected and shall have such powers and shall perform such duties as
shall be assigned to them, respectively, by the directors.
ARTICLE
V
MISCELLANEOUS
SECTION
1. CERTIFICATES OF STOCK. – A
certificate of stock, signed by the Chairman or Vice-Chairman of the Board of
Directors, if they be elected, President or Vice-President, and the Treasurer or
an Assistant Treasurer, or Secretary or Assistant Secretary, shall be issued to
each stockholder certifying the number of shares owned by him in the
corporation. When such certificates are countersigned (1) by a transfer agent
other than the corporation or its employee, or, (2) by a registrar other than
the corporation or its employee, the signatures of such officers may be
facsimiles.
SECTION
2. LOST CERTIFICATES. – A new
certificate of stock may be issued in the place of any certificate theretofore
issued by the corporation, alleged to have been lost or destroyed, and the
directors may, in their discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the corporation a bond, in
such sum as they may direct, not exceeding double the value of the stock, to
indemnify the corporation against any claim that may be against it on account of
the alleged loss of any such certificate, or the issuance of any such new
certificate.
SECTION
3. TRANSFER OF SHARES. – The shares
of stock of the corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificate shall be surrendered
to the corporation by the delivery thereof to the person in charge of the stock
and transfer books and ledgers, or to such other person as the directors may
designate, by whom they shall be cancelled, and new certificates shall thereupon
be issued. A record shall be made of each transfer and whenever a transfer shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.
SECTION
4. STOCKHOLDERS RECORD DATE. – (a) In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
(b) In
order that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record is adopted by the Board of Directors.
(c) In
order that the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted.
SECTION
5. DIVIDENDS. – Subject to the
provisions of the Articles of Incorporation, the Board of Directors may, out of
funds legally available therefor at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when they deem
expedient. Before declaring any dividend there may be set apart out of any funds
of the corporation available for dividends, such sum or sums as the directors
from time to time in their discretion deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the directors shall deem conductive to the interests of the
corporation.
SECTION
6. SEAL. – The corporate seal shall
be circular in form and shall contain the name of the corporation, the year of
its creation and the words “Corporate Seal, Nevada, 2007”. Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
SECTION
7. FISCAL YEAR. – The fiscal year of
the corporation shall be determined by resolution of the Board of
Directors.
SECTION
8. CHECKS. – All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation, and in such manner as shall be
determined from time to time by resolution of the Board of
Directors.
SECTION
9. NOTICE AND WAIVER OF NOTICE. –
Whenever any notice is required by these By-laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in the United States mail,
postage, prepaid, addressed to the person entitled thereto at his address as it
appears on the records of the corporation, and such notice shall be deemed to
have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
provided by Statute.
Whenever
any notice whatever is required to be given under the provisions of any law, or
under the provisions of the Articles of Incorporation of the corporation of
these By-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE
VI
AMENDMENTS
These
By-laws may be altered or repealed and By-laws may be made at any annual meeting
of the stockholders or at any special meeting thereof if notice of the proposed
alteration or repeal of By-law or By-laws to be made be contained in the notice
of such special meeting, by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, or by the affirmative vote
of a majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the
proposed alteration or repeal of By-law or By-laws to be made, be contained in
the notice of such special meeting.
ARTICLE
VII
INDEMNIFICATION
No
director shall be liable to the corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director’s duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit, it being the intention of the foregoing provision
to eliminate the liability of the corporation’s directors to the corporation or
its stockholders to the fullest extent permitted by law. The corporation shall
indemnify to the fullest extent permitted by law each person that such law
grants the corporation the power to indemnify.