Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - ARTCRAFT V INC | artcraft_8k-123109.htm |
| EX-2.1 - INSTRUMENT OF TRANSFER - ARTCRAFT V INC | ex_2-1.htm |
| EX-3.3 - RESTATED CERTIFICATE OF INCORPORATION - ARTCRAFT V INC | ex_3-3.htm |
| EX-3.1 - CERTIFICATE OF OWNERSHIP AND MERGER - ARTCRAFT V INC | ex_3-1.htm |
| EX-21.1 - SUBSIDIARIES OF THE COMPANY - ARTCRAFT V INC | ex_21-1.htm |
Exhibit
3.2
AMENDED
AND RESTATED
BY-LAWS
OF
FIRST
CAPITAL CHINA CORPORATION.
Amended
and Restated as of December 29, 2009
ARTICLE
I
THE
CORPORATION
Section
1. Name. The
legal name of this corporation (hereinafter called the "Corporation") is First
Capital China Corporation.
Section
2. Offices. The
Corporation shall have its principal office in the State of Delaware. The
Corporation may also have offices at such other places within and without the
United States as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
Section
3. Seal. The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware". One or more
duplicate dies for impressing such seal may be kept and used.
ARTICLE
II
MEETINGS
OF SHAREHOLDERS
Section
1. Place of
Meetings. All meetings of the shareholders shall be held at
the principal office of the Corporation in the State of New Delaware or at such
other place, within or without the State of Delaware, as is fixed in the notice
of the meeting.
Section
2. Annual Meeting. An
annual meeting of the shareholders of the Corporation for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held on the 1st day of February in each year if not a legal
holiday, and if a legal holiday, then on the next secular day. If for any reason
any annual meeting shall not be held at the time herein specified, the same may
be held at any time thereafter upon notice, as herein provided, or the business
thereof may be transacted at any special meeting called for the
purpose.
Section
3. Special Meetings.
Special meetings of shareholders may be called by the President whenever he
deems it necessary or advisable. A special meeting of the shareholders shall be
called by the President whenever so directed in writing by a majority of the
entire Board of Directors or whenever the holders of one-third (1/3) of the
number of shares of the capital stock of the Corporation entitled to vote at
such meeting shall, in writing, request the same.
Section
4. Notice of Meetings.
Notice of the time and place of the annual and of each special meeting of the
shareholders shall be given to each of the shareholders entitled to vote at such
meeting by mailing the same in a postage prepaid wrapper addressed to each such
shareholders at his address as it appears on the books of the Corporation, or by
delivering the same personally to any such shareholder in lieu of such mailing,
at least ten (10) and not more than fifty (50) days prior to each meeting.
Meetings may be held without notice if all of the shareholders entitled to vote
thereat are present in person or by proxy, or if notice thereof is waived by all
such shareholders not present in person or by proxy, before or after the
meeting. Notice by mail shall be deemed to be given when deposited, with postage
thereon prepaid, in the United States mail. If a meeting is adjourned to another
time, not more than thirty (30) days hence, or to another place, and if an
announcement of the adjourned time or place is made at the meeting, it shall not
be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment fix a new record date for the adjourned meeting.
Notice of the annual and each special meeting of the shareholders shall indicate
that it is being issued by or at the direction of the person or persons calling
the meeting, and shall state the name and capacity of each such person. Notice
of each special meeting shall also state the purpose or purposes for which it
has been called. Neither the business to be transacted at nor the purpose of the
annual or any special meeting of the shareholders need be specified in any
written waiver of notice.
1
Section
5. Record Date for
Shareholders. For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividend or other distribution or the 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 other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than fifty (50) days nor less
than ten (10) days before the date of such meeting, nor more than fifty (50)
days prior to any other action. 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 day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders 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 the day on which the
first written consent is expressed; and the record date for determining
shareholders 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. A
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section
6. Proxy Representation.
Every shareholder may authorize another person or persons to act for him by
proxy in all matters in which a shareholder is entitled to participate, whether
by waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed by
the shareholder or by his attorney-in-fact. No proxy shall be voted or acted
upon after eleven (11) months from its date unless such proxy provides for a
longer period. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided in Section 608 of the Delaware
Business Corporation Law.
2
Section
7. Voting at Shareholders'
Meetings. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action shall be authorized by a majority of the votes cast except
where the Delaware Business Corporation Law prescribes a different percentage of
votes or a different exercise of voting power. In the election of directors, and
for any other action, voting need not be by ballot.
Section
8. Quorum and
Adjournment. Except for a special election of directors pursuant to the
Delaware Business Corporation Law, the presence, in person or by proxy, of the
holders of a majority of the shares of the stock of the Corporation outstanding
and entitled to vote thereat shall be requisite and shall constitute a quorum at
any meeting of the shareholders. When a quorum is once present to organize a
meeting, it shall not be broken by the subsequent withdrawal of any
shareholders. If at any meeting of the shareholders there shall be less than a
quorum so present, the shareholders present in person or by proxy and entitled
to vote thereat, may adjourn the meeting from time to time until a quorum shall
be present, but no business shall be transacted at any such adjourned meeting
except such as might have been lawfully transacted had the meeting not
adjourned.
Section
9. List of Shareholders.
The officer who has charge of the stock ledger of the Corporation shall prepare,
make and certify, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders, as of the record date fixed for such meeting,
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered in the name of each shareholder. Such list shall
be open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city or other municipality or
community 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 shareholder who is present. If the right to vote at any
meeting is challenged, the inspectors of election, if any, or the person
presiding thereat, shall require such list of shareholders to be produced as
evidence of the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be shareholders entitled to vote thereat
may vote at such meeting.
Section
10. Inspectors of
Election. The Board of Directors, in advance of any meeting, may, but
need not, appoint one or more inspectors of election to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, and at the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of the inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them. Any report or certificate made by
the inspector or inspectors shall be prima facie evidence of the facts stated
and of the vote as certified by them.
3
Section
11. Action of the Shareholders
Without Meetings. Any action which may be taken at any annual or special
meeting of the shareholders may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon. Written consent thus given by the holders of
all outstanding shares entitled to vote shall have the same effect as a
unanimous vote of the shareholders.
ARTICLE
III
DIRECTORS
Section
1. Number of Directors.
The number of directors which shall constitute the entire Board of Directors
shall be at least one (1). Subject to the foregoing limitation, such number may
be fixed from time to time by action of a majority of the entire Board of
Directors or of the shareholders at an annual or special meeting, or, if the
number of directors is not so fixed, the number shall be one (1). No decrease in
the number of directors shall shorten the term of any incumbent
director.
Section
2. Election and Term.
The initial Board of Directors shall be elected by the incorporator and each
initial director so elected shall hold office until the first annual meeting of
shareholders and until his successor has been elected and qualified. Thereafter,
each director who is elected at an annual meeting of shareholders, and each
director who is elected in the interim to fill a vacancy or a newly created
directorship, shall hold office until the next annual meeting of shareholders
and until his successor has been elected and qualified.
Section
3. Filling Vacancies,
Resignation and Removal. Any director may tender his resignation at any
time. Any director or the entire Board of Directors may be removed, with or
without cause, by vote of the shareholders. In the interim between annual
meetings of shareholders or special meetings of shareholders called for the
election of directors or for the removal of one or more directors and for the
filling of any vacancy in that connection, newly created directorships and any
vacancies in the Board of Directors, including unfilled vacancies resulting from
the resignation or removal of directors for cause or without cause, may be
filled by the vote of a majority of the remaining directors then in office,
although less than a quorum, or by the sole remaining director.
Section
4. Qualifications and
Powers. Each director shall be at least eighteen (18) years of age. A
director need not be a shareholder, a citizen of the United States or a resident
of the State of Delaware. The business of the Corporation shall be managed by
the Board of Directors, subject to the provisions of the Certificate of
Incorporation. In addition to the powers and authorities by these By-Laws
expressly conferred upon it, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done exclusively by the shareholders.
4
Section
5. Regular and Special Meetings
of the Board. The Board of Directors may hold its meetings, whether
regular or special, either within or without the State of Delaware. The newly
elected Board may meet at such place and time as shall be fixed by the vote of
the shareholders at the annual meeting, for the purpose of organization or
otherwise, and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a majority of the
entire Board shall be present; or they may meet at such place and time as shall
be fixed by the consent in writing of all directors. Regular meetings of the
Board may be held with or without notice at such time and place as shall from
time to time be determined by resolution of the Board. Whenever the time or
place of regular meetings of the Board shall have been determined by resolution
of the Board, no regular meetings shall be held pursuant to any resolution of
the Board altering or modifying its previous resolution relating to the time or
place of the holding of regular meetings, without first giving at least three
(3) days written notice to each director, either personally or by telegram, or
at least five (5) days written notice to each director by mail, of the substance
and effect of such new resolution relating to the time and place at which
regular meetings of the Board may thereafter be held without notice. Special
meetings of the Board shall be held whenever called by the President,
Vice-President, the Secretary or any director in writing. Notice of each special
meeting of the Board shall be delivered personally to each director or sent by
telegraph to his residence or usual place of business at least three (3) days
before the meeting, or mailed to him to his residence or usual place of business
at least five (5) days before the meeting. Meetings of the Board, whether
regular or special, may be held at any time and place, and for any purpose,
without notice, when all the directors are present or when all directors not
present shall, in writing, waive notice of and consent to the holding of such
meeting, which waiver and consent may be given after the holding of such
meeting. All or any of the directors may waive notice of any meeting and the
presence of a director at any meeting of the Board shall be deemed a waiver of
notice thereof by him. A notice, or waiver of notice, need not specify the
purpose or purposes of any regular or special meeting of the Board.
Section
6. Quorum and Action. A
majority of the entire Board of Directors shall constitute a quorum except that
when the entire Board consists of one director, then one director shall
constitute a quorum, and except that when a vacancy or vacancies prevents such
majority, a majority of the directors in office shall constitute a quorum,
provided that such majority shall constitute at least one-third (1/3) of the
entire Board. A majority of the directors present, whether or not they
constitute a quorum, may adjourn a meeting to another time and place. Except as
herein otherwise provided, and except as otherwise provided by the Delaware
Business Corporation Law, the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board.
Section
7. Telephonic Meetings.
Any member or members of the Board of Directors, or of any committee designated
by the Board, may participate in a meeting of the Board, or any such committee,
as the case may be, by means of conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time, and participation in a meeting by such means shall constitute
presence in person at such meeting.
Section
8. Action Without a
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.
5
Section
9. Compensation of
Directors. By resolution of the Board of Directors, the directors may be
paid their expenses, if any, for attendance at each regular or special meeting
of the Board or of any committee designated by the Board and may be paid a fixed
sum for attendance at such meeting, or a stated salary as director, or both.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor; provided, however, that directors who are also salaried officers shall
not receive fees or salaries as directors.
ARTICLE
IV
COMMITTEES
Section
1. In General. The Board
of Directors may, by resolution or resolutions passed by the affirmative vote
therefore of a majority of the entire Board, designate an Executive Committee
and such other committees as the Board may from time to time determine, each to
consist of one (1) or more directors, and each of which, to the extent provided
in the resolution or in the Certificate of Incorporation or in the By-Laws,
shall have all the powers of the Board, except that no such Committee shall have
power to fill vacancies in the Board, or to change the membership of or to fill
vacancies in any committee, or to make, amend, repeal or adopt By-Laws of the
Corporation, or to submit to the shareholders any action that needs shareholder
approval under these By-Laws or the Delaware Business Corporation Law, or to fix
the compensation of the directors for serving on the Board or any committee
thereof, or to amend or repeal any resolution of the Board which by its terms
shall not be so amendable or repealable. Each committee shall serve at the
pleasure of the Board. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Section
2. Executive Committee.
Except as otherwise limited by the Board of Directors or by these By-Laws, the
Executive Committee, if so designated by the Board of Directors, shall have and
may exercise, when the Board is not in session, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. The Board shall have the power at any time to
change the membership of the Executive Committee, to fill vacancies in it, or to
dissolve it. The Executive Committee may make rules for the conduct of its
business and may appoint such assistance as it shall from time to time deem
necessary. A majority of the members of the Executive Committee, if more than a
single member, shall constitute a quorum.
6
ARTICLE
V
OFFICERS
Section
1. Designation, Term and
Vacancies. The officers of the Corporation shall be a President, one or
more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the
Board of Directors may from time to time deem necessary. Such officers may have
and perform the powers and duties usually pertaining to their respective
offices, the powers and duties respectively prescribed by law and by these
By-Laws, and such additional powers and duties as may from time to time be
prescribed by the Board. The same person may hold any two or more offices,
except that the offices of President and Secretary may not be held by the same
person unless all the issued and outstanding stock of the Corporation is owned
by one person, in which instance such person may hold all or any combination of
offices. The initial officers of the Corporation shall be appointed by the
initial Board of Directors, each to hold office until the meeting of the Board
of Directors following the first annual meeting of shareholders and until his
successor has been appointed and qualified. Thereafter, the officers of the
Corporation shall be appointed by the Board as soon as practicable after the
election of the Board at the annual meeting of shareholders, and each officer so
appointed shall hold office until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been appointed and qualified. Any officer may be removed at any time, with or
without cause, by the affirmative note therefor of a majority of the entire
Board of Directors. All other agents and employees of the Corporation shall hold
office during the pleasure of the Board of Directors. Vacancies occurring among
the officers of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
Section
2. President. The
President shall preside at all meetings of the shareholders and at all meetings
of the Board of Directors at which he may be present. Subject to the direction
of the Board of Directors, he shall be the chief executive officer of the
Corporation, and shall have general charge of the entire business of the
Corporation. He may sign certificates of stock and sign and seal bonds,
debentures, contracts or other obligations authorized by the Board, and may,
without previous authority of the Board, make such contracts as the ordinary
conduct of the Corporation's business requires. He shall have the usual powers
and duties vested in the President of a corporation. He shall have power to
select and appoint all necessary officers and employees of the Corporation,
except those selected by the Board of Directors, and to remove all such officers
and employees except those selected by the Board of Directors, and make new
appointments to fill vacancies. He may delegate any of his powers to a
Vice-President of the Corporation.
Section
3. Vice-President. A
Vice-President shall have such of the President's powers and duties as the
President may from time to time delegate to him, and shall have such other
powers and perform such other duties as may be assigned to him by the Board of
Directors. During the absence or incapacity of the President, the
Vice-President, or, if there be more than one, the Vice-President having the
greatest seniority in office, shall perform the duties of the President, and
when so acting shall have all the powers and be subject to all the
responsibilities of the office of President.
Section
4. Treasurer. The
Treasurer shall have custody of such funds and securities of the Corporation as
may come to his hands or be committed to his care by the Board of Directors.
Whenever necessary or proper, he shall endorse on behalf of the Corporation, for
collection, checks, notes, or other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or depositaries, approved by
the Board of Directors as the Board of Directors or President may designate. He
may sign receipts or vouchers for payments made to the Corporation, and the
Board of Directors may require that such receipts or vouchers shall also be
signed by some other officer to be designated by them. Whenever required by the
Board of Directors, he shall render a statement of his cash accounts and such
other statements respecting the affairs of the Corporation as may be required.
He shall keep proper and accurate books of account. He shall perform all acts
incident to the office of Treasurer, subject to the control of the
Board.
7
Section
5. Secretary. The
Secretary shall have custody of the seal of the Corporation and when required by
the Board of Directors, or when any instrument shall have been signed by the
President duly authorized to sign the same, or when necessary to attest any
proceedings of the shareholders or directors, shall affix it to any instrument
requiring the same and shall attest the same with his signature, provided that
the seal may be affixed by the President or Vice-President or other officer of
the Corporation to any document executed by either of them respectively on
behalf of the Corporation which does not require the attestation of the
Secretary. He shall attend to the giving and serving of notices of meetings. He
shall have charge of such books and papers as properly belong to his office or
as may be committed to his care by the Board of Directors. He shall perform such
other duties as appertain to his office or as may be required by the Board of
Directors.
Section
6. Delegation. In case
of the absence of any officer of the Corporation, or for any other reason that
the Board of Directors may deem sufficient, the Board may temporarily delegate
the powers or duties, or any of them, of such officer to any other officer or to
any director.
ARTICLE
VI
STOCK
Section
1. Certificates Representing
Shares. All certificates representing shares of the capital stock of the
Corporation shall be in such form not inconsistent with the Certificate of
Incorporation, these By-Laws or the laws of the State of Delaware of the
Business Corporation Law. Such shares shall be approved by the Board of
Directors, and shall be signed by the President or a Vice-President and by the
Secretary or the Treasurer and shall bear the seal of the Corporation and shall
not be valid unless so signed and sealed. Certificates countersigned by a duly
appointed transfer agent and/or registered by a duly appointed registrar shall
be deemed to be so signed and sealed whether the signatures be manual or
facsimile signatures and whether the seal be a facsimile seal or any other form
of seal. All certificates shall be consecutively numbered and the name of the
person owning the shares represented thereby, his residence, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
All certificates surrendered shall be cancelled and no new certificates issued
until the former certificates for the same number of shares shall have been
surrendered and cancelled, except as provided for herein.
In case any
officer or officers who shall have signed or whose facsimile signature or
signatures shall have been affixed to any such certificate or certificates,
shall cease to be such officer or officers of the Corporation before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation, and
may be issued and delivered as though the person or persons who signed such
certificates, or whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers of the
Corporation.
Any
restriction on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.
8
Section
2. Fractional Share
Interests. The Corporation, may, but shall not be required to, issue
certificates for fractions of a share. If the Corporation does not issue
fractions of a share, it shall: (1) arrange for the disposition of fractional
interests by those entitled thereto; (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined; or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any distribution of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing full shares before a specified
date, or subject to the condition that the shares for which scrip or warrants
are exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
Section
3. Addresses of
Shareholders. Every shareholder shall furnish the Corporation with an
address to which notices of meetings and other notices may be served upon or
mailed to him, and in default thereof notices may be addressed to him at his
last known post office address.
Section
4. Stolen, Lost or Destroyed
Certificates. The Board of Directors may in its sole discretion direct
that a new certificate or certificates of stock be issued in place of any
certificate or certificates of stock theretofore issued by the Corporation,
alleged to have been stolen, lost or destroyed, and the Board of Directors when
authorizing the issuance of such new certificate or certificates, may, in its
discretion, and as a condition precedent thereto, require the owner of such
stolen, lost or destroyed certificate or certificates or his legal
representatives to give to the Corporation and to such registrar or registrars
and/or transfer agent or transfer agents as may be authorized or required to
countersign such new certificate or certificates, a bond in such sum as the
Corporation may direct not exceeding double the value of the stock represented
by the certificate alleged to have been stolen, lost or destroyed, as indemnity
against any claim that may be made against them or any of them for or in respect
of the shares of stock represented by the certificate alleged to have been
stolen, lost or destroyed.
Section
5. Transfers of Shares.
Upon compliance with all provisions restricting the transferability of shares,
if any, transfers of stock shall be made only upon the books of the Corporation
by the holder in person or by his attorney thereunto authorized by power of
attorney duly filed with the Secretary of the Corporation or with a transfer
agent or registrar, if any, upon the surrender and cancellation of the
certificate or certificates for such shares
properly
endorsed and the payment of all taxes due thereon. The Board of Directors may
appoint one or more suitable banks and/or trust companies as transfer agents
and/or registrars of transfers, for facilitating transfers of any class or
series of stock of the Corporation by the holders thereof under such regulations
as the Board of Directors may from time to time prescribe. Upon such appointment
being made all certificates of stock of such class or series thereafter issued
shall be countersigned by one of such transfer agents and/or one of such
registrars of transfers, and shall not be valid unless so
countersigned.
9
ARTICLE
VII
DIVIDENDS
AND FINANCE
Section
1. Dividends. The Board
of Directors shall have power to fix and determine and to vary, from time to
time, the amount of the working capital of the Corporation before declaring any
dividends among its shareholders, and to direct and determine the use and
disposition of any net profits or surplus, and to determine the date or dates
for the declaration and payment of dividends and to determine the amount of any
dividend, and the amount of any reserves necessary in their judgment before
declaring any dividends among its shareholder, and to determine the amount of
the net profits of the Corporation from time to time available for
dividends.
Section
2. Fiscal Year. The
fiscal year of the Corporation shall end on the last day of December in each
year and shall begin on the next succeeding day, or shall be for such other
period as the Board of Directors may from time to time designate with the
consent of the Department of Taxation and Finance, where
applicable.
ARTICLE
VIII
MISCELLANEOUS
PROVISIONS
Section
3. Stock of Other
Corporations. The Board of Directors shall have the right to authorize
any director, officer or other person on behalf of the Corporation to attend,
act and vote at meetings of the shareholders of any corporation in which the
Corporation shall hold stock, and to exercise thereat any and all rights and
powers incident to the ownership of such stock, and to execute waivers of notice
of such meetings and calls therefor; and authority may be given to exercise the
same either on one or more designated occasions, or generally on all occasions
until revoked by the Board. In the event that the Board shall fail to give such
authority, such authority may be exercised by the President in person or by
proxy appointed by him on behalf of the Corporation.
Any stocks or
securities owned by this Corporation may, if so determined by the Board of
Directors, be registered either in the name of this Corporation or in the name
of any nominee or nominees appointed for that purpose by the Board of
Directors.
Section
4. Books and Records.
Subject to the Delaware Business Corporation Law, the Corporation may keep its
books and accounts outside the State of Delaware.
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Section
5. Notices. Whenever any
notice is required by these By-Laws to be given, personal notice is not meant
unless expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in a post office box in a sealed
postpaid wrapper, addressed to the person entitled thereto at his last known
post office address, and such notice shall be deemed to have been given on the
day of such mailing.
Whenever
any notice whatsoever is required to be given under the provisions of any law,
or under the provisions of the Certificate of Incorporation or these By-Laws a
waiver in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
Section
6. Amendments. Except as
otherwise provided herein, these By-Laws may be altered, amended or repealed and
By-Laws may be made at any annual meeting of the shareholders or at any special
meeting thereof if notice of the proposed alteration, amendment or repeal, or
By-Law or By-Laws to be made be contained in the notice of such special meeting,
by the holders of a majority of the shares of stock of the Corporation
outstanding and entitled to vote thereat; or by a majority of the Board of
Directors at any regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors, if notice of the proposed alteration,
amendment or repeal, or By-Law or By-Laws to be made, be contained in the notice
of such special meeting.
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