Attached files
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8-K - Environmental Infrastructure Holdings Corp | v168825_8k.htm |
EX-3.1 - Environmental Infrastructure Holdings Corp | v168825_ex3-1.htm |
EX-2.1 - Environmental Infrastructure Holdings Corp | v168825_ex2-1.htm |
EX-99.1 - Environmental Infrastructure Holdings Corp | v168825_ex99-1.htm |
BY-LAWS
OF
ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
ARTICLE
I
OFFICES
Section
1 The registered office of the
Corporation in the State of Delaware shall be 25 Greystone Manor Lewes, Delaware
19958-9776. The registered agent in charge thereof shall be Harvard
Business Services, Inc.
Section
2 The Corporation may also have
offices at such other places as the Board of Directors from time to time appoint
or the business of the corporation may require.
ARTICLE
II
SEAL
Section
1 The corporate seal shall have
inscribed thereon the name of the corporation, year of its organization and the
words “Corporate Seal, Delaware.”
ARTICLE
III
STOCKHOLDERS’
MEETINGS
Section
1 Meetings of stockholders shall be
held at the registered office of the corporation in this state or at such place,
either within or without this state, as may be selected from time to time by the
Board of Directors.
Section
2 Annual Meetings: The annual meeting of
the stockholders shall be held on the 10th day of May in each year if not a
legal holiday, and if a legal holiday, then on the next secular day following at
10 o’clock a.m. when they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting. If the annual
meeting for election for Directors is not held on the date designated therefore,
the directors shall cause the meeting to be held as soon thereafter as
convenient.
Section
3 Election of Directors: Election of
Directors of the corporation shall be by written ballot.
Section
4 Special Meetings: Special Meetings of
the stockholders may be called at any time by the President, or the Board of
Directors, or stockholders entitled to cast at least one-fifth of the votes
which all stockholders are entitled to cast at the particular meeting. At any
time, upon written request of any person or persons who have duly called a
special meeting, it shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than 60 days after receipt of the request, and to
give due notice thereof. If the Secretary shall neglect or refuse to fix the
date of the meeting and give notice thereof, the person or persons calling the
meeting may do so. Business transacted at all special meetings shall be confined
to the subjects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent. Written notice of a
special meeting of stockholders stating the time and place and subject thereof,
shall be given to each stockholder entitled to vote thereat, at least 10 days
before such meeting, unless a greater period of notice is required by statute in
a particular case.
1
Section
5 Quorum: A majority of outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than a majority
of the outstanding shares entitled to vote is represented at a meeting, a
majority of the shares so represented may adjourn the meeting at which a quorum
shall be present or represented, any business may be transacted which might have
transacted at the meeting as originally noticed. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section
6 Proxies: Each stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section
7 Notice of Meeting: Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law,
written notice of any meeting shall be given not less than 10 nor more than 60
days before the date of the meeting to each stockholder entitled to vote at such
meeting.
Section
8 Consent in lieu of Meetings: Any action
required to be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
Section
9 List of Stockholders: The officer
who has charge of the stock ledger of the corporation shall prepare and make, at
least 10 days before every meeting of stock holders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder. No share of stock upon which any
installment is due and unpaid shall be voted at any meeting. The list shall be
open to examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at the place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is
present.
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ARTICLE
IV
DIRECTORS
Section
1 The business and affairs of this
corporation shall be managed by its Board of Directors, one minimum and five
maximum in number. The Directors need not be residents of this state or
stockholders at the annual meeting of stockholders of the corporation, and each
director shall be elected for the term of one year, and until his successor
shall be elected and shall qualify or until his resignation or
removal.
Section
2 Regular Meetings: Regular meetings
of the Board shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be determined by the
Board.
Section
3 Special Meetings: Special Meetings
of the Board may be called by the President on a 10 days notice to each
Director, either personally or by mail or by telegram; special meetings shall be
called by the President or Secretary in the like manner and on like notice on
the written request of the majority of the Directors in office.
Section
4 Quorum: A majority of the total number
of Directors shall constitute a quorum for the transaction of
business.
Section
5 Consent in Lieu of Meeting: Any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section
6 Conference Telephone: One or more
Directors may participate in a meeting of the Board, of a committee of the Board
or of the stockholders, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other; participation in this manner shall constitute
presence in person at such meeting.
Section
7 Compensation: Directors as such,
shall not receive any stated salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any. may be allotted for
attendance at each regular or special meeting of the Board PROVIDED, that
nothing herein contained shall be construed to preclude any Director from
serving the corporation in an capacity and receiving compensation
thereof.
Section
8 Removal: Any Director or the entire
Board of Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of Directors, except
that when cumulative voting is permitted, if less than the entire Board is to be
removed, no Director may be removed without cause if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors, or if there be classes of Directors,
at an election of the class of Directors of which he is a part.
3
ARTICLE
V
OFFICERS
Section
1 The executive officers of the
corporation shall be chosen by the directors and shall be a President, Secretary
and Treasurer. The Board of Directors may also choose a Chairman, one or more
Vice Presidents and such other officers as it shall deem necessary. Any number
of officers may be held by the same person.
Section
2 Salaries: Salaries of all officers
and agents of the corporation shall be fixed by the Board of
Directors.
Section
3 Term of office: The officers of the
corporation shall hold office for one year and until their successors are chosen
and have qualified. Any officer or agent elected of appointed by the board may
be removed by the Board of Directors whenever in its judgment the best interest
of the corporation will be served thereby.
Section
4 President: The president shall be
the chief executive officer of the corporation; he shall preside at all meetings
of the stockholders and directors; he shall have general and active management
of the business of the corporation, shall see that all orders and resolutions of
the board are carried into effect, subject, however to the right of the
Directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the president, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation. He shall be ex-officio a member of all
committees, and shall have general power and duties of supervision and
management usually vested in the office of President of a
corporation.
Section
5 Secretary: The secretary shall
attend all sessions of the Board and all meetings of stockholders and act as
clerk thereof, and record all the votes of the corporation and the minutes of
all its transactions in a book to be kept for that purpose, and shall perform
like duties for all committees of the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, and under whose supervision he shall be.
He shall keep in a safe custody the corporate seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring
it.
Section
6 Treasurer: The treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation,
and shall keep the moneys of the corporation in a separate account to the credit
of the corporation. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.
4
ARTICLE
VI
VACANCIES
Section
1 Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise, shall be filled
by the Board of Directors. Vacancies and newly created directorships resulting
from any increase in authorized number of Directors may be filled by a majority
of the Directors then in office, although less than a quorum, or by sole
remaining Director. If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with the responsibility for the person
or estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of these By-Laws.
Section
2 Resignations Effective at Future
Date: When one or more Directors shall resign from the Board, effective at some
future date, a majority of Directors then in office, including those who have
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become
effective.
ARTICLE
VII
CORPORATE
RECORDS
Section
1 Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any purpose the corporations stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extract
therefrom. A purpose shall mean a purpose reasonably related to such person’s
interest as a stockholder. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in this state or at its principal place of business.
ARTICLE
VIII
STOCK
CERTIFICATES, DIVIDENDS, ETC.
Section
1 The stock certificates of the
corporation shall be numbered and registered in the share ledger and transfer
books of the corporation as they are used. They shall bear the corporate seal
and shall be signed by the President and Secretary a Transfers, Transfers of
shares shall be made on the books of the corporation upon surrender of the
certificates thereof, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No
transfer shall be made which is inconsistent with law.
Section
2 Lost Certificate: The corporation
may issue a new certificate of stock in place of any certificate therefore
signed by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed certificate,
or his legal representative, to give the corporation a bond to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
5
Section
3 Record Date: In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adornment thereof, or to express consent to
corporate action in writing without a meeting, 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 change, conversion or exchange of stock or
for the purpose of any lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty days nor less than
ten days prior to any other action. If no record date is
fixed:
(a) The record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(b) The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
on the day on which the first written consent is expressed.
(c) The record date for determine
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.
(d) A determination of stockholders of
record entitled to notice of or vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjournment meeting.
Section
4 Dividends: The Board of Directors
may declare and pay dividends upon the outstanding shares of the corporation
from time to time and to such extent as they deem advisable, in the manner and
upon the terms and conditions provided by statute and the certificate of
incorporation.
Section
5 Reserves: Before payment of any
dividend there may be set aside out of the net profits of the corporation such
sums as the Directors, from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purposes as the Directors shall think conducive to the interests of the
corporation, and the Directors may abolish any such reserve in the manner in
which it was created.
ARTICLE
IX
MISCELLANEOUS
PROVISIONS
Section
1 All checks or demands for money and
notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
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Section
2 Fiscal Year: The fiscal year shall
begin on the first day of October Notice: Whenever written notice is required to
be given to any person, it may be given to such person, either personally or by
sending a copy thereof through the mail, or by telegram, charges prepaid, to his
address appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office for
transmission to such person. Such notice shall specify the place, day and hour
of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.
Section
3 Waiver of Notice: Whenever any
written notice is required by statute, or by the Certificate or the By-Laws of
this corporation a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to giving of such notice. Except in the case of a special
meeting of stockholders, neither the business to be transacted at nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person either in person or by proxy, at any meeting
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
Section
4 Disallowed Compensation: Any
payments made to an officer or employee of the corporation such as salary,
commission, bonus, interest, rent, travel or entertainment expense incurred by
him, which shall be disallowed in whole or in part as a deductible expense by
the Internal Revenue Service, shall be reimbursed by such officer or employee to
the corporation to the full extent of such disallowance. It shall be the duty of
the Directors, as a Board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate amounts may be withheld from future compensation
payments until the amount owed to the corporation has been
recovered.
Section
5 Resignations: Any Director or other
officer may resign at anytime, such resignation to be in writing, and to take
effect from the time of its receipt by the corporation, unless some time fixed
in the resignation and then from that date. The acceptance of a resignation
shall be required to make it effective.
ARTICLE
X
ANNUAL
STATEMENT
Section
1 The President and the Board of
Directors shall present at each annual meeting a full complete statement of the
business and affairs of the corporation for the preceding year. Such statement
shall be prepared and presented in whatever manner the Board of Directors shall
deem advisable and need not be verified by certified public
accountant.
ARTICLE
XI
AMENDMENTS
Section
1 These By-Laws may be amended or
repealed by the vote of stockholders entitled to cast at least a majority of
votes which all stockholders are entitled to cast thereon, at any regular or
special meeting of stockholders, duly convened after notice to the stockholders
of the purpose.
7