Attached files
file | filename |
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EX-3.1.1 - AMENDMENT TO ARTICLES - Synergetics, Inc. | ex31.htm |
EX-32.2 - CERTIFICATION - Synergetics, Inc. | ex322.htm |
EX-31.1 - CERTIFICATION - Synergetics, Inc. | ex311.htm |
EX-31.2 - CERTIFICATION - Synergetics, Inc. | ex312.htm |
EX-32.1 - CERTIFICATION - Synergetics, Inc. | ex321.htm |
10-K - FORM 10-K - Synergetics, Inc. | form10k.htm |
AMENDMENT NO. 1 TO
BY-LAWS
OF
SLAP,
INC.
TABLE
OF CONTENTS
ARTICLE
ONE – OFFICES
1.1
|
Registered
Office
|
1.2
|
Other
Offices
|
ARTICLE
TWO – MEETINGS OF STOCKHOLDERS
2.1
|
Place
|
2.2
|
Annual
Meetings
|
2.3
|
Special
Meetings
|
2.4
|
Notices
of Meetings
|
2.5
|
Purpose
of meetings
|
2.6
|
Quorum
|
2.7
|
Voting
|
2.8
|
Share
Voting
|
2.9
|
Proxy
|
2.10
|
Written
Consent Lieu of Meeting
|
ARTICLE
THREE – DIRECTORS
3.1
|
Powers
|
3.2
|
Number
of Directors
|
3.3
|
Vacancies
|
ARTICLE
FOUR – MEETINGS OF BOARD OF DIRECTORS
4.1
|
Place
|
4.2
|
First
Meeting
|
4.3
|
Regular
Meetings
|
4.4
|
Special
Meetings
|
4.5
|
Notice
|
4.6
|
Waiver
|
4.7
|
Quorum
|
4.8
|
Adjournment
|
ARTICLE
FIVE – COMMITTEES OF DIRECTORS
5.1
|
Power
to Designate
|
5.2
|
Regular
Minutes
|
5.3
|
Written
Consent
|
ARTICLE
SIX – COMPENSATION OF DIRECTORS
6.1
|
Compensation
|
1
ARTICLE
SEVEN – NOTICES
7.1
|
Notice
|
7.2
|
Consent
|
7.3
|
Waiver
of notice
|
ARTICLE
EIGHT – OFFICERS
8.1
|
Appointment
of Officers
|
8.2
|
Time
of Appointment
|
8.3
|
Additional
Officers
|
8.4
|
Salaries
|
8.5
|
Vacancies
|
8.6
|
Chairman
of the Board of Directors
|
8.7
|
Vice-Chairman
|
8.8
|
President
|
8.9
|
Vice-President
|
8.10
|
Secretary
|
8.11
|
Assistant
Secretaries
|
8.12
|
Treasurer
|
8.13
|
Surety
|
8.14
|
Assistant
Treasurer
|
ARTICLE
NINE – CERTIFICATES OF STOCK
9.1
|
Share
Certificates
|
9.2
|
Transfer
Agents
|
9.3
|
Lost
of Stolen Certificates
|
9.4
|
Share
Transfers
|
9.5
|
Voting
Shareholder
|
9.6
|
Shareholders
Records
|
ARTICLE
TEN – GENERAL PROVISIONS
10.1
|
Dividends
|
10.2
|
Reserves
|
10.3
|
Checks
|
10.4
|
Fiscal
Year
|
10.5
|
Corporate
Seal
|
ARTICLE
ELEVEN – INDEMNIFICATION
ARTICLE
TWELVE – AMENDMENTS
12.1
|
By
Stockholder
|
12.2
|
By
Board of Directors
|
2
AMENDMENT NO. 1 TO
BY-LAWS
OF
SLAP,
INC.
A
NEVADA CORPORATION
(the
"Corporation")
ARTICLE
1
OFFICES
Section
1.1 Principal
And Registered Office
The registered office of the
Corporation is hereby fixed and located at 318 North Carson Street, Suite 208,
Carson City, Nevada, 89701.
Section
1.2 Other
Offices
The Corporation may also have offices
at such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE
2
MEETINGS
OF STOCKHOLDERS
Section
2.1 Place
All annual meetings of stockholders
shall be held at the registered office of the Corporation, or at such other
place, within or without the State of Nevada, as the directors shall
determine. Special meetings of the stockholders 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, or in a duly executed waiver of notice
thereof.
Section
2.2 Annual
Meetings.
Annual meetings of the stockholders
shall be held at such time as may be set by the Board of Directors from time to
time, at which the stockholders shall elect by vote a Board of Directors and
transact such other business as may properly be brought before the
meeting.
Section
2.3 Special
Meetings
Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary, by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request
shall state that purpose of the purposed meeting.
3
Section
2.4 Notices of
Meetings
Notices of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which
the meeting is called and the time and the place, which may be within or without
this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before such meeting. If mailed, it
shall be directed to a stockholder at his, or her address, as the case may be,
as it appears upon the records of the Corporation and upon such mailing of any
such notice, the service thereof shall be complete and the time of the notice
shall begin to run from the date upon which such notice is deposited in the mail
for transmission to such stockholder. Personal delivery of any such
notice to any officer of a corporation or association, to any member of a
limited-liability company managed by its members, to any manager of a
limited-liability company managed by managers, to any general partner of a
partnership or to any trustee of a trust shall constitute delivery of such
notice to the corporation, association, limited-liability company, partnership
or trust. Notice delivered or mailed to a stockholder in accordance
with the provisions of this section is sufficient, and in the event of the
transfer of his, her, or its, as the case may be, stock after such delivery or
mailing and before the holding of the meeting, it is not necessary to deliver or
mail notice of the meeting to the transferee.
Section
2.5 Purpose
of Meetings
Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice.
Section
2.6 Quorum
The holders of twenty (20%)
percent of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present, or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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.
Section
2.7 Voting
When a quorum is present or represented
at any meeting, the vote of the holders of a majority of the stock having voting
power present in person, or represented by proxy, shall be sufficient to elect
directors or to decide any questions brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such
question.
4
Section
2.8 Share
Voting
Each stockholder of record of the
Corporation shall be entitled at each meeting of stockholders to one (1) vote
for each share of stock standing in his, her, or its name, as the case may be,
on the books of the Corporation. Upon demand of any stockholder, the
vote for directors and the vote upon any question before the meeting shall be by
ballot.
Section
2.9 Proxy
At the meeting of the stockholders any
stockholder may be presented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in
writing shall designate two (2) or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one (1) shall be present, then
that one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No proxy, or power of attorney, to vote shall be
used to vote at a meeting of the stockholders unless it shall have been filed
with the secretary of the meeting when required by the inspectors of
election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance, or rejection, of votes shall be decided
by the inspectors of election who shall be appointed by the Board of Directors,
or if not so appointed, then by the presiding officer of the
meeting.
Section
2.10 Written
Consent in Lieu of Meeting
Any action which may be taken by the
vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of the stockholders holding twenty (20%)
percent of the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of the voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
ARTICLE
3
DIRECTORS
Section
3.1 Powers
The business of the Corporation shall
be managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.
Section
3.2 Number And Qualification Of
Directors
The number of directors which shall
constitute the whole Board of Directors shall be not less than one (1) and not
more than ten (10). The number of directors may from time to time be
increased, or decreased, to not less than one (1) nor more than fifteen (15) by
action of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders and, except as provided in Section 3.3 of
this Article, each director elected shall hold office until his, or her, as the
case may be, successor is elected and qualified. Directors need not
be stockholders.
5
Section
3.3 Vacancies
Vacancies in the Board of Directors,
including those caused by an increase in the number of directors, may be filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the
stockholders. The holders of a two-thirds (2/3) of the outstanding
shares of stock entitled to vote may, at any time, peremptorily terminate the
term of office of all or any of the directors by vote at a meeting called for
such purpose or by written statement filed with the secretary or, in his, or her
absence, as the case may be, with any other officer. Such removal
shall be effective immediately, even if successors are not elected
simultaneously and vacancies on the Board of Directors resulting therefrom shall
be filled only by the stockholders.
A vacancy, or vacancies, in the Board
of Directors shall be deemed to exist in case of death, resignation or removal
of any director or directors, or if the authorized number of directors be
increased, or if the stockholders fail at any annual or special meeting of
stockholders at which any director or directors are elected, to elect the full
authorized number of directors to be voted for at that meeting.
The Board of Directors may elect a
director or directors at any time to fill any vacancy or
vacancies. If the Board of Directors accepts the resignation of a
director tendered to take effect at a future time, the Board of Directors shall
have power to elect a successor to take office when the resignation is to become
effective.
No reduction of the authorized number
of directors shall have the effect of removing any director prior to the
expiration of his, or her, as the case may be, term of office.
ARTICLE
4
MEETINGS
OF THE BOARD OF DIRECTORS
Section
4.1 Place
Regular meetings of the Board of
Directors shall be held at any place within, or without the State of Nevada,
which has been designated from time to time by resolution of the Board of
Directors, or by written consent of all members of the Board of
Directors. In the absence of such designation, regular meetings shall
be held at the principal business office of the Corporation. Special
meetings of the Board of Directors may be held either at a place so designated,
or at the principal business office of the Corporation.
Section
4.2 First
Meeting
The first meeting of each newly elected
Board of Directors shall be immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.
6
Section
4.3 Regular
Meetings
Regular meetings of the Board of
Directors may be held without call, or notice, at such time and at such place as
shall, from time to time, be fixed and determined by the Board of
Directors.
Section
4.4 Special
Meetings
Special Meetings of the Board of
Directors may be called by the Chairman, or the President, or by any
Vice-President. or by any two directors.
Written notice of the time and place of
special meetings shall be delivered personally to each director, or sent to each
director by some form of electronic means, including e-mail or facsimile, or by
mail or by other form of written communication, charges prepaid, addressed to
his, or her, address, as the case may be, as it is shown upon the records or if
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it
shall be deposited in the mail or delivered to the telegraph company at least
forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered or sent to each director by
some form of electronic means as above provided, it shall be so delivered at
least twenty-for (24) hours prior to the time of holding of the
meeting. Such mailing, telegraphing or delivery by electronic means
as above provided shall be due, legal and personal notice to such
director.
Section
4.5 Notice
Notice of the time and place of holding
an adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section
4.6 Waiver Of
Notice
The transactions of any meeting of the
Board of Directors, however called and noticed, or wherever held, shall be as
valid as though a meeting had been duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Section
4.7 Quorum
A majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board of Directors shall be as valid and effective in all
respects as if passed by the Board of Directors in a regular
meeting.
7
Section
4.8 Adjournment
A quorum of the directors may adjourn
any directors meeting to meet again at a stated day and hour; provided however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn, from time to time,
until the time fixed for the next regular meeting of the Board of
Directors.
ARTICLE
5
COMMITTEES
OF DIRECTORS
Section
5.1 Power to
Designate
The Board of Directors may, by
resolution adopted by a majority of the Board of Directors, designate one (1) or
more committees of the Board of Directors, each committee to consist of one (1)
or more of the directors of the Corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the Corporation and may have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committees shall have such name, or names, as may be
determined from time to time by the Board of Directors. The members
of any such committee present at any meeting and not disqualified from voting
may, whether or not they constitute a quorum, unanimously appoint another member
of the Board of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of
the members, or alternate members, shall constitute a quorum for the transaction
of business, and the act of a majority of the members, or alternate members, at
any meeting at which there is a quorum shall be the act of the
committee.
Section
5.2 Regular
Minutes
The committees shall keep regular
minutes of their proceedings and report the same to the Board of
Directors.
Section
5.3 Written
Consent
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 if a written consent thereto is signed by all members
of the Board of Directors, or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors or committee.
ARTICLE
6
COMPENSATION
OF DIRECTORS
Section
6.1 Compensation
If determined by the Board of
Directors, the directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors, or a stated salary, as
director. If determined by the Board of Directors, no such payment
shall prelude any director from serving the Corporation in any other capacity
and receiving compensation therefore. If determined by the Board of
Directors, members of special committees, or standing committees, may be allowed
like reimbursement and compensation for attending committee
meetings.
8
ARTICLE
7
NOTICES
Section
7.1 Notice
Notices to directors and stockholders
shall be in writing and delivered personally or mailed to the directors, or
stockholders, as the case may be, at their addresses appearing on the books of
the Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also be
given by telegram, or any form of electronic means, including e-mail and
facsimile.
Section
7.2 Consent
Whenever all parties entitled to vote
at any meeting, whether of directors or stockholders, consent, either by a
writing on the records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such
meetings shall be as valid as if they had occurred at a meeting regularly called
and noticed, and at such meeting any business may be transacted which is not
excepted from written consent or, to the consideration of which no objection for
want of notice is made at the time, and if any meeting be irregular for want of
notice, or of such consent, provided a quorum was present at such a meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity of defect therein waived by a writing signed by all
parties having the right to vote at such meeting. Such consent, or
approval, of stockholders may be made by proxy, or attorney, but all such
proxies and powers of attorney must be in writing.
Section
7.3 Waiver of
Notice
Whenever any notice whatsoever is
required to be given under the provisions of the statutes, of the Articles of
Incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons, officer of a corporation or association, member of a
limited-liability company, manager of a limited-liability company, general
partner of a partnership or a trustee, entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE
8
OFFICERS
Section
8.1 Appointment
of Officers
The
officers of the Corporation shall be chosen by the Board of Directors and shall
be a President, a Secretary and a Treasurer. Any person may hold two
(2) or more offices.
9
Section
8.2 Time of
Appointment
The Board of Directors, at its first
meeting and after each annual meeting of stockholders, shall choose a Chairman
of the Board of Directors who shall be a director, and shall choose a President,
a Secretary and a Treasurer, none of whom need be a director.
Section
8.3 Additional
Officers
The Board of Directors may appoint a
Vice-Chairman of the Board of Directors, Vice-Presidents and one (1), or more,
Assistant Secretaries, Assistant Treasurers, and such other officers and agents,
as it shall deem necessary 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
8.4 Salaries
The salaries, and compensation, of all
officers of the Corporation shall be fixed by the Board of
Directors.
Section
8.5 Vacancies
The officers of the Corporation shall
hold office at the pleasure of the Board of Directors. Any officer
elected, or appointed, by the Board of Directors may be removed by the Board of
Directors. Any vacancy occurring in any office of the Corporation by
death, resignation, removal, or otherwise, shall be filled by the Board of
Directors.
Section
8.6 Chairman
of the Board of Directors
The Chairman of the Board of Directors
shall preside at meetings of the stockholders, and the Board of Directors, and
shall see that all orders, and resolutions, of the Board of Directors are
carried into effect.
Section
8.7 Vice-Chairman
The Vice-Chairman shall, in the
absence, or disability of the Chairman of the Board of Directors, perform the
duties and exercise the powers of the Chairman of the Board of Directors, and
shall perform such other duties as the Board of Directors may, from time to
time, prescribe.
Section
8.8 President
The President shall be the chief
executive officer of the Corporation, and shall have active management of the
business of the Corporation. He shall execute, on behalf of the
Corporation, all instruments requiring such execution, except to the extent the
signing and execution thereof shall be expressly designated by the Board of
Directors to some other officer, or agent, of the Corporation.
10
Section
8.9 Vice-President
The Vice-President shall act under the
direction of the President, and in the absence, or disability of the President,
shall perform the duties and exercise the powers of the
President. They shall perform such other duties, and have such other
powers, as the President, or the Board of Directors, may, from time to time,
prescribe. The Board of Directors may designate one (1), or more,
Executive Vice-Presidents, or may otherwise specify the order of seniority of
the Vice-Presidents. The duties and powers of the President shall
descent to the Vice-Presidents in such specified order of
seniority.
Section
8.10 Secretary
The Secretary shall act under the
direction of the President. Subject to the direction of the
President, he or she, as the case may be, shall attend all meetings of the Board
of Directors, all meetings of the stockholders and record the
proceedings. He or she, as the case may be, shall perform like duties
for the standing committees when required. He or she, as the case may
be, shall give, or cause to be given, notice of all meetings of the
stockholders, notice of all special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the president, or the
Board of Directors.
Section
8.11 Assistant
Secretaries
The Assistant Secretaries shall act
under the direction of the President. In order of their seniority,
unless otherwise determined by the President, or the Board of Directors, they
shall, in the absence or disability of the Secretary, perform such other duties
and exercise the powers of the Secretary. They shall perform such
other duties, and have such other powers, as the President, or the Board of
Directors, may, from time to time, prescribe.
Section
8.12 Treasurer
The Treasurer shall act under the
direction of the President. Subject to the direction of the
President, he or she, as the case may be, shall have custody of the corporate
funds and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
monies, and other valuable effects, in the name, and to the credit, of the
Corporation in such depositories as may be designated by the Board of
Directors. He or she, as the case may be, shall disburse the funds of
the Corporation as may be ordered by the President, or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
President, and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his or her, as the case may
be, transactions as Treasurer, and of the financial condition of the
Corporation.
Section
8.13 Surety
If required by the Board of Directors,
he or she, as the case may be, shall give the Corporation a bond in such sum
surety, or sureties, as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his or her, as the case may be, office and
for the restoration to the Corporation, in case of his or her, as the case may
be, death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her, as the case
may be, possession or under his or her, as the case may be, control
belonging to the Corporation.
11
Section
8.14 Assistant
Treasurer
The Assistant Treasurer, in the order
of their seniority, unless otherwise determined by the President, or the Board
of Directors, shall, in the absence, or disability, of the Treasurer, perform
the duties and exercise the powers of the Treasurer. They shall
perform such other duties, and have such other powers, as the President, or the
Board of Directors, may, from time to time, prescribe.
ARTICLE
9
CERTIFICATE
OF STOCK
Section
9.1 Share
Certificates
Every stockholder shall be entitled to
have a certificate signed by the President, or a Vice-President, and the
Treasurer, or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares owned by him, her, or it, as the case may be, in
the Corporation. If the Corporation shall be authorized to issue more
than one (1) class of stock or more than one (1) series of any class, the
designations, preferences, and relative, participating, optional, or other
special rights of the various classes of stock, or series thereof, and the
qualifications, limitations, or restrictions of such rights, shall be set forth
in full or summarized on the face, or back, of the certificate which the
Corporation shall issue to represent such stock.
Section
9.2 Transfer
Agents
If a Certificate is signed by (i) a
transfer agent other than the Corporation, or its employees, or (ii) a registrar
other than the Corporation, or its employees, the signatures of the officers of
the Corporation may be facsimiles. In case of officers who have
signed, or whose facsimile signature has been placed upon a certificate, shall
cease to be such officer before such certificate is issued, such certificate may
be issued with the same effect as though the person had not ceased to be such
officer. The seal of the Corporation, or a facsimile thereof, may,
but need not be, affixed to certificates of stock.
Section
9.3 Lost or
Stolen Certificates
The Board of Directors may direct a new
certificate or certificates, be issued in place of any certificate, or
certificates, theretofore issued by the Corporation, alleged to have been lost,
or destroyed, upon the making of an affidavit to that fact by the person
claiming the certificate of stock to be lost, or destroyed. When
authorizing such issue of a new certificate, or certificates, the Board of
Directors may, in its discretion, and as a condition precedent to the issuance
thereof, require the owner of such lost, or destroyed certificate or
certificates, as his, her or its, as the case may be, legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, or destroyed.
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Section
9.4 Share
Transfers
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, if it is
satisfied that all provisions of the laws and regulations applicable to the
Corporation regarding transfer and ownership of shares have been complied with,
to issue a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books.
Section
9.5 Voting
Shareholder
The Board of Directors may fix in
advance a date not exceeding sixty (60) days, nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or date for the allotment of rights, or the date when any
change, or conversion, or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for determination of the stockholders entitled to receive
notice of any such meeting, and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section
9.6 Shareholders
Record
The Corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes, including voting and dividends, and the
Corporation shall not be bound to recognize any equitable, or other claim to, or
interest in, such share, or shares, on the part of any other person, whether or
not it shall have express, or other notice thereof, except as otherwise provided
by the laws of Nevada.
ARTICLE
10
GENERAL
PROVISIONS
Section
10.1 Dividends
Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section
10.2 Reserves
Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends,
such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interest of the Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
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Section
10.3 Checks
All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers, or such
other person or persons as the Board of Directors may from time to time
designate.
Section
10.4 Fiscal
Year
The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
Section
10.5 Corporate
Seal
The Corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have
inscribed thereon the name of the Corporation and the word “Corporate Seal” and
“Nevada”. The seal may be used by causing it, or a facsimile thereof,
to be impressed or affixed, or in any manner reproduced.
ARTICLE
11
INDEMINIFCATION
Every person who was, or is a party, or
is threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, as the case may be, or a person of whom he or she,
as the case may be, is the legal representative, is or was a director of officer
of the Corporation or is or was serving at the request of the Corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys’ fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred in defending a
civil or criminal action, suit or proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she, as the case may be, is not entitled to be
indemnified by the Corporation. Such right of indemnification shall
be a contract right which may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any
other right which such directors, officers or representatives may have, or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any
By-law, agreement, vote of stockholders, provision of law or otherwise, as well
as their rights under this Article.
The Board of Directors may cause the
Corporation to purchase and maintain insurance on behalf of any person who is,
or was, a director or officer of the Corporation, or, is or was serving at the
request of the Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
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The Board of Directors may from time to
time adopt further By-laws with respect to indemnification and may amend these
and such By-laws to provide at all times the fullest indemnification permitted
by the General Corporation Law of the State of Nevada.
ARTICLE
12
AMENDMENTS
Section
12.1 By
Stockholder
The By-laws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote at
any annual or special meeting of the stockholders, provided notice of intention
to amend shall have been contained in the notice of the meeting.
Section
12.2 By Board
of Directors
The Board of Directors, by a majority
vote of the whole Board of Directors, at any meeting may amend these By-laws,
including By-laws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the By-laws which shall not be
amended by the Board of Directors.
APPROVED
AND ADOPTED this 6th day of July, 2009.
/s/ David Wehrhahn | ||
Director – David Wehrhahn | ||
Certificate of
Secretary
The undersigned does hereby certify
that the undersigned is the Secretary of SLAP, INC., a Corporation duly
organized and existing under and by virtue of the laws of the State of Nevada;
that the above and foregoing By-laws of said Corporation were duly and regularly
adopted as such by the Board of Directors of the Corporation by unanimous
written consent of said Board of Directors on the 1st day of August, 2009, and
that the above and foregoing By-laws are now in full force and
effect.
DATED: July 6,
2009
/s/ Kelly Warrack | ||
Cheif FInancial Officer and Secretary/Treasurer | ||
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