Attached files
Exhibit
3.2
BY-LAWS
WECOSIGN,
INC.
A
California Corporation
Table
of Contents
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PAGE
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ARTICLE I.-
DIRECTORS AND MANAGEMENT
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1
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1.1.
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Powers
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1
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1.2
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Standard
of Care
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1
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1.3.
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Exception
for Close Corporation
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1
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1.4
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Number
and Qualification of Directors
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1
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1.5
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Election
and Tenure of Office
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2
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1.6
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Vacancies
on Board
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2
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1.7
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Removal
of Directors
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2
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1.8
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Notice,
Place, Etc.
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2
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1.9
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Organization
Meetings of Board
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3
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1.1
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Other
Regular Meetings
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3
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1.11
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Special
Meetings, Etc.
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3
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1.12
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Sole
Director
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3
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1.13
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Action
by Unanimous Written Consent
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4
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1.14
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Quorum
Requirements
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4
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1.16
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Notice
of Adjournment
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4
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1.16
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Compensation
of Directors
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4
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1.17
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Committees
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4
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1.18
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Advisory
Directors
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4
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1.19
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Resignations
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5
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ARTICLE II.
- OFFICERS
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5
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2.1
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Officers
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5
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2.2
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Election
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5
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2.3
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Subordinate
Officer Etc.
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5
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2.4
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Removal
and Resignation of Officers
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6
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2.6
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Vacancies
of Office
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6
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2.6
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The
Chairman of the Board
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6
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2.7
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Chief
Executive Officer
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6
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2.8
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President
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6
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2.9
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Vice
Presidents
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6
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2.1
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Chief
Financial Officer
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6
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2.11
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Secretary
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7
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2.12
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Salaries
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7
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2.13
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Surety
Bonds
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7
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(i)
BY-LAWS
Table of Contents
Cont.
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PAGE
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ARTICLE III. - SHAREHOLDERS
MEETING
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8
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3.1
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Place
of Meetings
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8
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3.2
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Annual
Shareholders' Meetings
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8
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3.3
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Special
Shareholders' Meetings
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8
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3.4
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Notice
of Meetings-Reports
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8
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(a) Service
of Notices or Reports
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8
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(b) Contents
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8
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(c) Lack
of Shareholder Addresses
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9
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(d)
Notice Effective
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9
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(e)
Adjournment
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9
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3.5
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Validation
of Shareholders' Meetings
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9
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3.6
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Other
Actions Without A Meeting
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9
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3.7
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Shareholders
Acting Without a Meeting - Directors
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10
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3.8
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Quorum
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10
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3.9
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Voting
Rights
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10
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(a) Cumulative
Voting
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10
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(b) Election
Results
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11
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3.10
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Proxies
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11
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3.11
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Organization
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11
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3.12
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Inspectors
of Election
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11
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3.13
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Shareholders'
Agreements
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11
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ARTICLE
IV. CERTIFICATES AND
TRANSFER OF SHARES
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12
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4.1
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Authority
to Issue
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12
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4.2
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Consideration
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4.3
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Certificate
for Shares
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12
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4.4
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Transfer
on the Books
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13
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4.5
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Lost
or Destroyed Certificate
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13
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4.6
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Transfer
Agents and Registrars
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13
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4.7
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Closing
Stock Transfer Books
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13
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(a)
If No Record
Date is Fixed
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13
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(b)
Record date
re: Shareholders Consent without Meeting
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13
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4.8
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Legend
Condition
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14
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4.9
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Close
Corporation Certificate
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14
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ARTICLE V. - CORPORATE RECORDS
AND REPORTS
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5.1
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Records
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14
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5.2
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Inspection
of Books and Records
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14
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5.8
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Certification
and Inspection of By-Laws
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14
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5.4
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Checks,
Drafts, Etc.
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14
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5.5
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Contracts,
Etc.
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14
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(ii)
BY-LAWS
Table of Contents
Cont.
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PAGE
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ARTICLE
VI. - ANNUAL REPORTS
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15
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6.1
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Annual
Report to Shareholders
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15
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ARTICLE
VII. - AMENDMENTS TO BY-LAWS
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15
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7.1
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By
Shareholders
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15
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7.2
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Power
of Directors
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15
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7.8
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Record
of Amendments
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16
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ARTICLE
VIII. - MISCELLANEOUS
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15
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8.1
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References
to Code Sections GCL
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15
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8.2
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Shareholders'
Agreement
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15
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8.8
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Shares
in Other Corporations
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18
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8.4
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Subsidiary
Corporations
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16
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8.5
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Indemnity
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16
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8.6
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Excessive
Compensation
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16
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(iii)
BY-LAWS
WECOSIGN,
INC.
A
California Corporation
ARTICLE
I.
DIRECTORS
AND MANAGEMENT
1.1 Powers.
Subject
to the provisions of the General Corporation Law of California, effective
January 1, 1977 (to which the various Section numbers quoted herein relate) and
subject to any limitation in the Articles of Incorporation and the By-Laws
relating to action required to be approved by the Shareholders (Sec. 153) or by
the outstanding shares (Sec. 152), the business and affairs of this corporation
shall be managed by and all corporate powers shall be exercised by or under
direction of the Board of Directors.
1.2 Standard
of
Care.
Each
Director shall exercise such powers and otherwise perform such duties in good
faith, in the manner such Director believes to be in the best interests of the
corporation, and with such care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar circumstances.
(Sec. 309)
1.3 Exception
for Close
Corporation.
Notwithstanding
the provisions of Section 1.1, in the event that this corporation shall elect to
become a close corporation, as defined in Sec. 158, its Shareholders may enter
into a Shareholders' Agreement, as provided in Sec. 300(b). Said agreement may
provide for the exercise of corporate powers and the management of the business
and affairs of this corporation by the shareholders, provided however such
agreement shall, to the extent and so long as the discretion or the powers of
the Board in its management of corporate affairs
is
controlled by such agreement, impose upon each Shareholder who is a party
thereof, liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon Directors, as provided in Sec.
300(d).
1.4 Number and
Qualification.
The
Board of Directors of the corporation shall consist of such number, not less
than one (1) or more than three (3) persons or such number as shall be fixed
from time to time by the Board of Directors. Each director shall hold office
until the next annual meeting of shareholders of the corporation and until his
or her successor shall have been duly elected and qualified. Directors need not
be citizens of the United States or residents of the state of incorporation or
shareholders of the corporation.
Page
1
1.5 Election
and Tenure of Office.
The
Directors shall be elected by ballot at the annual meeting of the Shareholders,
to serve for one year or until successors are elected and have qualified. Their
term of office shall begin immediately after election.
1.6 Vacancies.
Vacancies
in the board of directors may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining, director, except
that a vacancy created by the removal of a director by the vote or written
consent of the shareholders or by court order may be filled only by the vote of
a majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of holders of a majority of
the outstanding shares entitled to vote. Each director so elected shall hold
office until the next annual meeting of the shareholders and until a successor
has been elected and qualified.
A
vacancy or vacancies in the board of directors shall be deemed to exist in the
event of the death, resignation, or removal of any director, or if the board of
directors by resolution declares vacant the office of a director who has been
declared of unsound mind by an order of court or who after incorporation is
convicted of a felony, or if the authorized number of directors is increased, or
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be voted for at
that meeting.
The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, but any such election by written
consent shall require the consent of a majority of the outstanding shares
entitled to vote.
Any
director may resign effective on giving written notice to the chairman of the
board, the president, the secretary, or the board of directors, unless the
notice specifies a later time for the resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes
effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office
expires.
1.7 Removal of
Directors.
The
entire Board of Directors or any individual Director may be removed from office
as provided by §302, §303 and §304 of the Corporation Code of the State of
California.
In
such case, the remaining Board members may elect a successor Director to fill
such vacancy for the remaining unexpired term of the Director so
removed.
1.8 Notice.
Place and Manner of
Meetings.
Meetings
of the Board of Directors may be called by the Chairman of the Board, or the
President, or any Vice President, or the Secretary, or au Director and shall be
held at the principal executive office of the corporation in the State of
California, unless some other place is designated in the notice of the meeting.
Members of the Board may participate in a meeting through use of a conference
telephone or similar communications equipment so long
as all members participating in such a meeting can hear one another. Accurate
minutes of any meeting of the Board or any committee thereof, shall be
maintained as required by Sec. 312 of the Code by the Secretary or other Officer
designated for that purpose.
Page
2
1.9 Organization
Meetings.
The
organization meetings of the Board of Directors shall be held immediately
following the adjournment of the annual meetings of the
Shareholders.
1.10 Other
Regular Meetings.
No other regular meetings of the Board of Directors
shall be required to be held.
1.11 Special
Meetings
- Notices - Waivers.
Special
meetings of the Board may be called at any time by the President or, if he is
absent or unable or refuses to act, by any Vice President or the Secretary or by
any two Directors, or by one Director if only one is provided.
At
least forty-eight (48) hours notice of the time and place of special meetings
shall be delivered personally to the Directors or personally communicated to
them by a corporate Officer by telephone or telegraph. If the notice is sent to
a Director by
letter, it shall be addressed to him at his address as it is shown upon
the records of the corporation, (or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the Directors
are regularly held). In case such notice is mailed, it shall be deposited in the
United States mail, postage prepaid, in the place in which the principal
executive office of the corporation is located at least four (4) days prior to
the time of the holding of the meeting. Such mailing, telegraphing, telephoning
or delivery as above provided shall be due, legal and personal notice to such
Director.
When
all of the Directors are present at any Directors' meeting, however called or
noticed, and either:
(a) sign
a written consent thereto on the records of such meeting; or
(b) if
a majority of the Directors are present and if those not present sign a waiver
of notice of such meeting or a consent to holding the meeting or an approval of
the minutes thereof, whether prior to or after the holding of such meeting,
which said waiver, consent or approval shall be filed with the Secretary of the
corporation; or
(c) if
a Director attends a meeting without notice but without protesting,
prior
thereto or at its commencement, the lack of notice to him, then the transactions
thereof are as valid as if had at a meeting regularly called and
noticed.
1.12 Sole
Director
Provided by Articles
of
Incorporation.
In
the event only one Director is required by the By-Laws or Articles of
Incorporation, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the Directors shall be deemed to
refer to such notice, waiver, etc., by such sole Director, who shall have all
the rights and duties and shall be entitled
to exercise all of the powers and shall assume all the responsibilities
otherwise herein described as given to a Board of Directors.
Page
3
1.13 Directors
Acting by
Unanimous Written
Consent,
Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting and with the same force and effect as if taken by a unanimous
vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
1.14 Quorum.
A
majority of the number of Directors as fixed by the Articles of Incorporation or
By-Laws shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the Directors present at any meeting
at which there is a quorum, when duly assembled is valid as a Corporate act;
provided that a minority of the Directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business, notwithstanding
the withdrawal of Directors, if any action taken is approved by a majority of
the required quorum for such meeting.
1.15 Notice
of Adjournment.
Notice
of the time and place of holding an adjourned meeting need not be given to
absent Directors if the time and place be fixed at the meeting adjourned and
held within twenty-four (24) hours, but if adjourned more than twenty-four (24)
hours, notice shall be given to all Directors not present at the time of the
adjournment.
1.16 Compensation
of Directors.
Directors,
as such, shall not receive any stated salary for their services, but by
resolution of the Board a fixed sum and expense of attendance, if any, may be
allowed for attendance at each regular and special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director from serving the company in any other capacity and receiving
compensation therefor.
1.17 Committees.
Committees
of the board may be appointed by resolution passed by a majority of the whole
Board. Committees shall be composed of two or more members of the Board, and
shall have such powers of the Board as may be expressly delegated to it by
resolution of the Board of Directors.
1.18 Advisory
Directors.
The
Board of Directors from time to time may elect one or more persons to be
Advisory Directors who shall not by such appointment be members of the Board of
Directors. Advisory Directors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation and to furnish consultation to the Board. The
period during which the title shall be held may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be held at the pleasure
of the Board.
Page
4
1.19 Resignations,
Any
Director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes
effective.
ARTICLE
II.
OFFICERS
2.1 Officers.
The
officers of the corporation shall be a President, a Secretary, and a
Treasurer-Chief Financial Officer. The corporation may also have, at the
discretion of the Board of Directors one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 2.3 of this
Article. One person may hold two or more offices.
2.2 Election.
The
Officers of the corporation, except such Officers as may be appointed in
accordance with the provisions of Paragraph 2.3 and 2.4 of this Article shall be
chosen annually by the Board of Directors, and each shall hold his office until
he shall resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
2.3 Subordinate
Officers. Etc,
The
Board of Directors may appoint such other Officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the By-Laws or as the
Board of Directors may from time to time determine.
2.4 Removal
and Resignation,
Any
Officer may be removed, either with or without cause, by a majority of the
Directors at any time in office, at any regular or special meeting of the Board
of Directors, or, except in case of an Officer chosen by the Board, by any
Officer upon whom such power of removal may be conferred by the Board of
Directors.
Any
Officer may resign at any time by giving written notice to the Board of
Directors, or to the President, or to the Secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any
later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
No person elected an officer has a proprietary interest in his position.
Contracts of employment and employment relationships are separate and distinct
from officership status.
Page
5
2.5 Vacancies.
A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the By-Laws for
regular appointments to such office.
2.6 The Chairman of the Board. The Chairman
of the Board, if there be such an
officer, shall have the following powers and duties.
(a) He
or she shall preside at all shareholders' meetings;
(b) He
or she shall preside at all meetings of the Board of Directors;
and
(c) He
or she shall be a member of the executive committee, if any.
2.7 Chief Executive Officer.
Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, the Chief
Executive Officer, if such an officer be elected, shall, subject to the control
of the Board of Directors and the Chairman, have general supervision, direction
and control over the business affairs, property of the Corporation and general
supervision over its officers, employees, and agents of the Corporation. The
Chief Executive Officer shall preside at all meetings of the Stockholders and,
in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board. The Chief Executive Officer shall exercise and perform
such other powers and duties as may from time to time be assigned to him by the
Board.
2.8 President,. Subject to such supervisory
powers, if any, as may be given by the
Board of Directors to the Chairman of the Board of Directors and the Chief
Executive Officer, the President, if there be such an officer elected, shall be
the Chief Operating Officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction, and control of
the business and the officers of the Corporation (other than the Chairman and
Chief Executive Officer). The President shall preside at all meetings of the
Stockholders in the absence of the Chairman and the Chief Executive Officer,
and, in the absence of the Chairman and the Chief Executive Officer, at all
meetings of the Board of Directors. The President shall have the general powers
and duties of management usually vested in the office of president and general
manager of a Corporation, and shall have other powers and duties as may be
prescribed by the Board of Directors and the Chief Executive
Officer.
2.9 Vice Presidents. In the absence or
disability of the Chairman, the Chief
Executive
Officer and the President, the Vice Presidents, if any, in order of their rank
as fixed by the Board, or, if not ranked, the Vice President designated by the
Board shall perform all the duties of such officer, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, such
offices. The Vice Presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the
Board, the Chairman, the Chief Executive Officer or the President.
2.10 Chief Financial Officer. The Chief
Financial Officer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares, and shall send or cause to be
sent to the Stockholders of the Corporation such financial
statements and reports as are by law or these Bylaws required to be sent to
them. The books of account shall at all reasonable times be open to inspection
by any director.
Page
6
The
Chief Financial Officer shall deposit all monies and other valuables in the name
or to the credit of the Corporation with such depositories as may be designated
by the Board. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board, shall render to the Chief Executive
Officer, the President and directors, whenever they request it, an account of
all transactions undertaken as Chief Financial Officer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
2.11 Secretary. The Secretary shall keep, or
cause to be kept, at the principal executive office or such other place as the
Board may direct, a book of minutes of all meetings and actions of directors,
committees of directors, and Stockholders, with the time and place of holding,
whether regular or special, and, if
special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at Stockholders' meetings, and the proceedings. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
the Corporation's transfer agent or registrar, as determined by resolution of
the Board, a stock ledger, or a duplicate stock ledger, showing the names of all
Stockholders and their addresses, the numbers and classes of shares held by
each, the number and dates of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for
cancellation.
The
Secretary shall give, or cause to be given, notice of all meetings of the
Stockholders and of the Board required by the Bylaws or by law to be given, and
he shall keep the seal of the Corporation, if one be adopted, in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board.
2.12 Salaries. The salaries and other
compensation of the officers of the Corporation shall be fixed from time to time
by the Board of Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in accordance with
the provisions of Section 4.03 hereof. No officer shall be prevented from
receiving any such salary or compensation by reason of the fact that he or she
is also a director of the Corporation.
2.13 Surety
Bonds. In case the Board of Directors
shall so require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
duties to the Corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the Corporation which may
come into his or her hands.
Page
7
ARTICLE
III.
SHAREHOLDERS
MEETINGS
3.1 Place of
Meetings.
Meetings
of the Shareholders shall be held at the principal executive office of the
corporation, in the State of California, unless some other appropriate and
convenient location be designated for that purpose from time to time by the
Board of Directors.
3.2 Annual
Meetings.
The
annual meetings of the Shareholders shall be held, each year, at the time and
place as designed by the Board of Directors.
If
this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same hour. At the annual meeting, the
Shareholders shalt elect a Board of Directors, consider reports of the affairs
of the corporation, and transfer such other business as may be properly brought
before the meeting.
3.3 Special Meetings.
Special
meetings of the Shareholders may be called at any time by the Board of
Directors, the President or by one or more Shareholders holding not less than
ten percent (10%) of the voting power of the corporation. Except as next
provided, notice shall be given as for the annual meeting.
Upon
receipt of a written request addressed to the President, Vice President, or
Secretary, mailed or delivered personally to such Officer by any person (other
than the Board) entitled to call a special meeting of Shareholders, such Officer
shall cause notice to be given, to the Shareholders entitled to vote, that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than twenty-five nor more that sixty days after the receipt of
such request. If such notice is not given within twenty days after receipt of
such request, the persons calling the meeting may give notice thereof in the
manner provided by these By-Laws or apply to the Superior Court as provided in
Sec. 305(c).
3.4 Notice
of Meetings
- Reports.
Notice
of meetings, annual or special, shall be given in writing not less than ten nor
more than sixty days before the date of the meeting, to Shareholders entitled to
vote there at by the Secretary or the Assistant Secretary, of if there be no
such Officer, or in the case of his neglect or refusal, by any Director or
Shareholders.
(a) Service
of Notices or Reports.
Such notices or any reports shall be given personally or by mail or other
means of written communication shall be sent to the Shareholders' address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice, and in the absence thereof, as provided in Sec. 601
of the Code.
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(b) Contents.
Notice of any meeting of Shareholders shall specify the place, the day ,
and the hour of the meeting, and (1) in case of special meeting, the general
nature of the business to be transacted and no other business may be
transacted,
or (2) in the case of an annual meeting, those matters which the Board at date
of mailing, intends to present for action by the Shareholders. At any meetings
where Directors are to be elected, notice shall include the names of the
nominees, if any, intended at date of Notice to be presented by management for
election.
(c) Lack
of! Shareholder Address, If a Shareholder supplies no address, notice
shall be deemed to have been given to him if mailed to the place where the
principal executive office of the company, in California, is situated, or
published at least once in some newspaper of general circulation in the County
of said principal office.
(d) Notice
Effective. Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of written
communication. The officer giving such notice or report shall prepare and file
an affidavit or declaration thereof.
(e) Adjournment.
When a meeting is adjourned for forty-five days or more,
notice of the adjourned meeting shall be given as in the same case of an
original meeting. Save, as aforesaid, it shall not be necessary to give any
notice of adjournment or of the business to be transacted at an adjourned
meeting other than by announcement at the meeting at which such adjournment is
taken.
3.5 Validation
of Shareholders' Meetings,
The
transactions of any meeting of Shareholders, however called and noticed, shall
be valid as though had at a meeting duly held after regular call and notice, if
a quorum be present either in person or by proxy, and it, either before or after
the meeting, each of the Shareholders entitled to vote, not present in person or
by proxy, sign a written waiver of notice, or a consent to the holding of 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. Attendance shall constitute a waiver of notice, unless
objection shall be made as provided in Sec. 601(e).
Any
action which may be taken at a meeting of the Shareholders, may be taken without
a meeting or notice of meeting if authorized by a writing signed by all of the
Shareholders entitled to vote at a meeting for such purpose, and filed with the
Secretary of the corporation, provided further that while ordinarily Directors
can only be elected by unanimous written consent under Sec. 603(d), if the
Directors fail to file a vacancy, then a Director to fill that vacancy may be
elected by the written consent of persons holding a majority of the shares
entitled to vote for the election of Directors.
3.6 Other
Actions Without a Meeting.
Unless
otherwise provided in General Corporations Law or the Articles, any action which
may be taken at any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
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.
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3.7 Shareholders
Acting
Without a Meeting
- Directors,
Unless
the consents of all Shareholders entitled to vote have been solicited in
writing:
(a) Notice
of any Shareholder approval pursuant to §310,
§317, §1201, or §2007, without a meeting by less than unanimous written
consent shall be given at least 10 days before the consummation of the action
authorized by such approval; and
(b) Prompt
notice shall be given of the taking of any other corporate action approved by
Shareholders without a meeting by less than unanimous written consent, to each
of those Shareholders entitled to vote who have not consented in
writing.
Any
Shareholder giving a written consent, or the Shareholder's proxy holders, or a
transferee of the shares of a personal representative of the Shareholder or
their respective proxy holders, may revoke the consent by a writing received
by the corporation prior to the time that written consents of the number
of shares required to authorize the proposed action have been filed with the
Secretary of the corporation, but may not be so thereafter. Such revocation is
effective upon its receipt by the Secretary of the corporation.
3.8 Quorum.
The
holders of a majority of the shares entitled to vote thereat, present in person,
or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
law, by the Articles of Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting from time to time,
until the requisite amount of voting shares shall be present. At such adjourned
meeting at which the requisite amount of voting shares shall be represented, any
business may be transacted which might have been transacted at a meeting as
originally notified.
If
a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a
quorum.
3.9 Voting
Rights,
Only
persons in whose names shares entitled to vote stand on the stock records of the
corporation on the date of any meeting of Shareholders, unless some other day be
fixed by Board of Directors for the determination of Shareholders of record, and
then on such other day, shall be entitled to vote at such meeting.
(a) Cumulative
Voting.
Except as otherwise provided by applicable law, there shall be no
cumulative voting.
(b) Election
Results. The candidates receiving the highest number of votes up to the
number of Directors to be elected are elected.
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The
Board of Directors may fix a time in the future not exceeding thirty days
preceding the date of any meeting of Shareholders or the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall come into effect, as a
record date for the determination of the Shareholders entitled to notice of and
to vote at any such meeting, or entitled to receive any such dividend or
distribution, or any allotment of rights, or to exercise the rights in respect
to any such change, conversion or exchange of shares. In such case only
Shareholders of record at such meeting, or those entitled to receive such
dividends, distribution, or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any share on the books of the
company after any record date fixed as aforesaid. The Board of Directors may
close the books of the company against transfers of shares during the whole or
any part of such period.
3.10 Proxies.
Every
Shareholder entitled to vote, or to execute consents, may do so, either in
person or by written proxy, executed in accordance with the provisions of §604
and §705 of the Code and filed with the Secretary of the
Corporation.
3.11 Organization.
The
President, or in the absence of the President, any Vice President, shall call
the meeting of the Shareholders to order, and shall act as Chairman of the
meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a Chairman of such meeting. The Secretary of the
company shall act as Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.
3.12 Inspectors
to Election,
In
advance of any meeting of Shareholders the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or any adjournments
thereof. If inspectors of election be not so appointed, the Chairman of any such
meeting may, and on the request of any Shareholder or his proxy shall, make such
appointment at the meeting in which case the number of inspectors shall be
either one or three as determined by a majority of the Shareholders represented
at the meeting.
3.13 Shareholders'
Agreements.
Notwithstanding
the above provisions in the event this corporation elects to become a close
corporation, an agreement between two or more Shareholders thereof, if in
writing and signed by the parties thereof, may provide that in exercising any
voting rights the shares held by them shall be voted as provided therein or in
Sec. '706, and may otherwise modify these provisions as to Shareholders'
meetings and actions.
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ARTICLE
IV.
CERTIFICATES
AND TRANSFER OF SHARES
4.1 Authority to
Issue.
The Corporation may issue one or more classes or series of shares, or both, with
full, limited, or no voting rights, and with such other rights, preferences,
privileges, and restrictions as determined by the Board of Directors and
consistent with the Articles of Incorporation.
4.2 Consideration.
Shares
may be issued for such consideration as is determined from time to time by the
Board of Directors, limited to any one or more of the following:
(a) Money
paid;
(b) Labor
done;
(c) Services
previously rendered to or for the benefit of the Corporation or to be rendered
under contract with the Corporation.
(d) Debts
or securities canceled;
(e)Tangible
or intangible property actually received by the Corporation.
Promissory
notes of the purchaser or future services shall NOT constitute acceptable
payment in full or part payment for shares of the Corporation. When such shares
are issued for any consideration other than money, the Board must state by
resolution its determination, in monetary terms, of the fair market value of the
consideration passing to the corporation. In absence of fraud, the judgment of
the Board of Directors as to the value of such consideration shall be
conclusive.
4.3 Certificates
for Shares.
Certificates
for shares shall be of such form and device as the Board of Directors may
designate and shall state the name of the record holders of the shares
represented thereby; its number; date of issuance; the number of shares for
which it is issued; a statement of the rights, privileges, preferences, and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.
Every
certificate for shares must be signed by the President or a Vice President and
the Secretary or an Assistant Secretary or must be authenticated by facsimiles
of the signatures of its President and the written signature of its Secretary or
an Assistant Secretary. Before it becomes effective every certificate for shares
authenticated by facsimile of a signature must be countersigned by a transfer
agent or transfer clerk and must be registered by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers.
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4.4 Transfer
on the Books
The
shares of the Corporation shall be assignable and transferable by the registered
owner, or by his duly authorized attorney-in-fact.
Upon
surrender to the Secretary or 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, cancel the old certificate and record the
transaction upon its books.
4.5 Lost
or
Destroyed Certificates.
Any
person claiming a certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of that fact and shall if the Directors so require give
the corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the Board, in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued in the same tenor
and for the same number of shares as the one alleged to be lost or
destroyed.
4.6 Transfer Agents and
Registrars.
The
Board of Directors may appoint one or more transfer agents or transfer clerks,
and one or more registrars, which shall be registered with the Securities and
Exchange Commission, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors may
designate.
4.7 Closing Stock
Transfer Books - Record Date.
In
order that the corporation may determine the Shareholders entitled to notice of
any meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action, the Board may fix, in advance, a record
date, which shall not be more than sixty nor less
than ten days prior to the date of such meeting nor more than sixty days
prior to any other action.
(a) If
No Record Date is Fixed,
The record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders
shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is
held.
(b) Record Date re: Consent
of Shareholders
Without Meeting,
The record date for determining
Shareholders entitled to give consent to corporate action in writing without a
meeting, when no prior action by the Board is necessary, shall be the day on
which the first written consent is given.
The
record date for determining Shareholders for any other purpose shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto, of the 60th
day prior to the date of such other action, whichever is later.
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4.8 Legend
Condition,
In
the even any shares of this corporation are issued pursuant to a permit or
exemption therefrom requiring the imposition of a legend condition the person or
persons issuing or transferring said shares shall make sure said legend appears
on the certificate and on the stub relating thereto in the stock record book and
shall not be required to transfer any shares free of such legend unless an
amendment to such permit or a new permit be first issued
so authorizing such a deletion.
4.9 Close
Corporation Certificates.
All
certificates representing shares of this corporation, in the event it shall
elect to become a close corporation, shall contain the legend required by
§418(c).
ARTICLE
V.
CORPORATE
RECORDS AND REPORTS - INSPECTION
5.1 Records.
The
corporation shall maintain, in accordance with generally accepted accounting
principles, adequate and correct accounts, books and records of its business and
properties. All of such books, records, and accounts shall be kept at its
principal executive office in the State of California, as fixed by the Board of
Directors from time to time.
5.2 Inspection of
Books and Records,
All
books and records, provided for in Sec. 1500, shall be open to inspection of the
Directors and Shareholders from time to time and in the manner provided in Sec.
16001602.
5.3 Certificate
and Inspection of By-Laws.
The
original of a copy of
these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's principal executive office and
shall be open to inspection by the Shareholders of the company, at all
reasonable times during office hours, as provided in §213 of the Corporations
Code.
5.4 Checks.
Drafts. Etc.
All
checks, drafts or other orders for payments of money, notes or other evidences
of indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as shall be
determined from time to time by resolution of the Board of
Directors.
5.5 Contracts.
Etc, - How Exeepted.
The
Board of Directors, except as in the By-Laws otherwise provided, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances. Unless authorized by the Board
of Directors, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable for any purpose or to
any amount, except as provided in Sec. 313 of the Corporations
Code.
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ARTICLE
VI.
ANNUAL
REPORTS
6.1 Annual
Reports
to Shareholders.
The
Annual Report to Shareholders provided for in Section 1501 of the California
General Corporation Law is
expressly dispensed
with,
but nothing herein shall be
interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to
the Shareholders of the corporation as they consider appropriate.
ARTICLE
VII.
AMENDMENTS TO
BY-LAWS
7.1 By
Shareholders.
New
By-Laws may be adopted or these By-Laws may be repealed or amended at their
annual meeting, or at any other meeting or the Shareholders called for that
purpose, by a vote of Shareholders entitled to exercise a majority of the voting
power of the corporation, or by written assent of such
Shareholders.
7.2 Powers of
Directors.
Subject
to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided
in Section 1.1 of this Article 7., and the limitations of Sec. 204(a)(5) and
Sec. 212, the Board of Directors may adopt, amend or repeal any of these By-Laws
other than a By-Law amendment thereof changing the authorized number of
Directors.
7.3 Record
of Amendment.
Whenever
an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws
with the original By-Laws, in the appropriate place. If any By-Law is repealed,
the fact of repeal with the date of the meeting at which the repeal was enacted
or written assent was filed shall be stated in said book.
ARTICLE
VIII.
MISCELLANEOUS
8.1 References
to Code Sections,
"Sec."
references herein refer to the equivalent Sections of the General Corporations
Law effective January 1, 1977, as amended.
8.2 Affect of Shareholders'
Agreement.
Any
Shareholders' Agreement authorized by Sec. 300(b), shall only be effective to
modify the terms of these By-Laws if this corporation elects to become a close
corporation with appropriate filing of or amendment to its Articles as required
by Sec. 202 and shall terminate when this corporation ceases to be a close
corporation. Such an agreement cannot waive or alter Secs. 158 (defining close
corporation), 202 (requirements of Article of Incorporation), 500 and 501
relative to distributions, 111 (merger), 1201(e) (reorganization), or Chapters
15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary
Dissolution),
or 22 (Crime and Penalties). Any other provisions of the Code or these By-Laws
may be altered or waived thereby, but to the extent they are not so altered or
waived, these By-Laws shall be applicable.
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8.3 Representation
of
Shares in Other
Corporations,
Shares
of other corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the corporation by the
Chairman of the Board, the President, or any Vice President, and the Secretary
or an Assistant Secretary.
8.4 Subsidiary
Corporations.
Shares of this corporation owned by a subsidiary shall not be entitled to vote
on any matter. A Subsidiary for these purposes is defined as a corporation, the
shares of which possessing more than 25% of the total combined voting power of
all classes of shares entitled to vote, are owned directly or indirectly through
one or more subsidiaries.
8.5 Indemnification.
The
corporation shall, to the maximum extent permitted by the California General
Corporation Law, indemnify each of its agents against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact any such person is
or was an agent of the corporation. For purposes of this Section, and "agent" of
the corporation includes any person who is or was a director, officer, employee,
or other agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of a corporation,
partnership, joint venture, trust, or other enterprise, or was a director,
officer, employee, or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.
8.6 Excessive
Compensation.
In
the event the Treasury Department or the Internal Revenue Service or the
Franchise Tax Board shall determine that any
compensation, expense, or reimbursement for expense paid by this
corporation to an employee is excessive to extent that a part of the
compensation is considered unreasonable and unallowable as a deduction by the
corporation for federal income tax purposes for any taxable year, and this
determination is made final by the appropriate state or federal taxing agency or
a final judgment by a court of competent jurisdiction, and no appeal shall be
taken form the judgment, or the applicable period for filing notice of appeal
should have expired, such employee shall be required to return to the
corporation such part of the compensation as shall be determined to be
unreasonable and unallowable.
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CERTIFICATE OF
SECRETARY
The
undersigned does hereby certify that the undersigned is the secretary of
WECOSIGN, INC., a corporation duly organized and existing under and by virtue of
the laws of the State of California; that the above and foregoing Bylaws of said
corporation were duly adopted by the Board of Directors of the corporation and
by the Shareholders of the corporation, and that the above and foregoing Bylaws
are now in full force and effect.
/s/ Tara D.
Jakabaitin
Secretary
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