Attached files
EXHIBIT
3.3
BYLAWS
FOR THE
REGULATION, EXCEPT AS OTHERWISE
PROVIDED
BY STATUTE OR ITS ARTICLES OF INCORPORATION
OF
DÉCOR PRODUCTS
INTERNATIONAL, INC.
ARTICLE
1
OFFICES
The
registered office of the Corporation in the State of Florida shall be located in
the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Florida as the Board of Directors may, from time to time,
determine.
ARTICLE 2
MEETINGS
OF SHAREHOLDERS
Section 1- Annual Meetings
The
annual meeting of the shareholders of the Corporation shall be held at the time
fixed, from time to time, by the Directors.
Section 2- Special
Meetings
Special
meetings of the shareholders may be called by the Board of Directors or such
person or persons authorized by the Board of Directors and shall be held within
or without the State of Florida.
Section 3- Place of
Meetings
Meetings
of shareholders shall be held at the registered office of the Corporation, or at
such other places, within or without the State of Florida as the Directors may
from time to time fix. If no designation is made, the meeting shall
be held at the Corporation’s registered office in the state of
Florida.
Section 4- Notice of
Meetings
(a)
Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president of secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the direction of the president, the secretary, or the
officer or the person calling the meeting, not less than ten or more than sixty
days before the date of the meeting, unless the lapse of the prescribed time
shall have been waived before or after the taking of such action, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, addressed to the shareholder as it appears on the share transfer
records of the Corporation or to the current address, which a shareholder has
delivered to the Corporation in a written notice.
(b)
Further notice to a shareholder is not required when notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to him or her during the period between those
two consecutive annual meetings; or all, and at least two payments sent by
first-class mail of dividends or interest of securities during a 12-month period
have been mailed addressed to him or her at his or her address as shown on the
records of the Corporation and have been returned undeliverable.
Section 5- Quorum
(a)
Except as other wise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the “Articles of Incorporation”), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote of that matter are represented at the
meeting in person or by proxy.
(b) The
subsequent withdrawal of any shareholder form the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect of the existence of a quorum,
after a quorum has been established at such meeting.
(c)
Despite the absence of a quorum at any meeting of shareholders, the shareholders
present may adjourn the meeting.
Section 6- Voting and
Acting
(a)
Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy at
a meeting of shareholders at which a quorum is present, shall be the act of the
shareholders of the Corporation.
(b)
Except as otherwise provided by statute, the Certificate of Incorporation, or
these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) Where
appropriate communication facilities are reasonably available, any or all
shareholders shall have the right to participate in any shareholders’ meeting,
by means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.
Section 7- Proxies
Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so either in person or by proxy, so long as such proxy is executed in
writing by the shareholder himself, his authorized officer, director, employee
or agent or by causing the signature of the stockholder to be affixed to the
writing by any reasonable means, including, but not limited to, a facsimile
signature, or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy
conspicuously states that it is irrevocable and the proxy is coupled with an
interest. A telegram, telex, cablegram, or similar transmission by
the shareholder, or a photographic, photostatic, facsimile, shall be treated as
a valid proxy, and treated as a substitution of the original proxy, so long as
such transmission is a complete reproduction executed by the
shareholder. If it is determined that the telegram, cablegram or
other electronic transmission is valid, the persons appointed by the Corporation
to count the votes of shareholders and determine the validity of proxies and
ballots or other persons making those determinations must specify the
information upon which they relied. No proxy shall be valid after the
expiration of six months from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the
Corporation. If any shareholder designates two or more persons to act
as proxies, a majority of those persons present at the meeting, or, if one is
present, then that one has and may exercise all of the powers conferred by the
shareholder upon all of the persons so designated unless the shareholder
provides otherwise.
Section 8- Action Without a
Meeting
Unless
otherwise provided for in the Articles of Incorporation of the Corporation, any
action to be taken at any annual or special shareholders’ meeting, may be taken
without a meeting, without prior notice and without a vote if written consents
are signed by a majority of the shareholders of the Corporation, except however
if a different proportion of voting power is required by law, the Articles of
Incorporation or these Bylaws, than that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the shareholders of the Corporation.
ARTICLE
3
Board of
Directors
Section 1- Number, Term, Election and
Qualifications
(a) The
first Board of Directors and all subsequent Boards of the Corporation shall
consist of at least one director, unless and until otherwise determined by vote
of a majority of the entire Board of Directors. The Board of
Directors or shareholders all have the power, in the interim between annual and
special meetings of the shareholders, to increase or decrease the number of
Directors of the Corporation. A Director need not be a shareholder of
the Corporation unless the Certificate of Incorporation of the Corporation or
these Bylaws so require.
(b)
Except as may otherwise be provided herein or in the Articles of Incorporation,
the members of the Board of Directors of the Corporation shall be elected at the
first annual shareholders’ meeting and at each annual meeting thereafter, unless
their terms are staggered in the Articles of Incorporation of the Corporation or
these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election.
(c) The
first Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified or
until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, unless their terms are staggered in the Articles of incorporation of
the Corporation (so long as at least one-fourth in number of the Directors of
the Corporation are elected at each annual shareholders’ meeting) or these
Bylaws, or until his prior death, resignation or removal. Any
Director may resign at any time upon written notice of such resignation to the
Corporation.
(d) All
Directors of the Corporation shall have equal voting power unless the Articles
of Incorporation of the Corporation provide that the voting power of individual
Directors or classes of directors are greater than or less than that of any
other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may be dependent upon
any fact or event that may be ascertained outside the Articles of Incorporation
is the manner in which the fact or event may operate of those voting powers is
stated in the Articles of Incorporation. If the Articles of
Incorporation provide that any Directors have voting power greater than or less
than other Directors of the Corporation, every reference in these Bylaws to a
majority or other proportion of Directors shall be deemed to refer to majority
or other proportion of the voting power of all the Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section 2- Duties and
Powers
The Board
of Directors shall be responsible for the control and management of the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except such as those stated under Florida state law,
are in the Articles of Incorporation or these Bylaws, expressly conferred upon
or reserved the shareholders or any other person or persons named
therein.
Section 3- Regular Meetings;
Notice
(a) A
regular meeting of the Board of Directors shall be held either within or without
the State of Florida at such time and at such place as the Board shall
fix.
(b) No
notice shall be required of any regular meeting of the Board of Directors and,
if given, need not specify the purpose of the meeting’ provided, however that in
case the Board of Directors shall fix or change the time or place of any regular
meeting when such time and place was fixed before such change, notice of such
action shall be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4- Special Meetings,
Notice
(a)
Special meetings of the Board of Directors shall be held at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
(b)
Except as otherwise required statute, written notice of special meetings shall
be mailed directly to each Director, addressed to him at his residence or usual
place of business, or delivered orally.
With
sufficient time for the convenient assembly of Directors thereat, or shall be
sent to him at such place by telegram, radio or cable, or shall be delivered to
him personally or given to him orally, not later than the day before the day on
which the meeting is to be held. If mailed, the notice of any special
meeting shall be deemed to be delivered on the second day after it is deposited
in the United States mails, so addressed, with postage prepaid. If
notice is given by telegram, it shall be deemed to be delivered when the
telegram is delivered to the telegraph company. A notice, or waiver
of notice, except as required by these Bylaws, need not specify the business to
be Transacted at or the purpose or purposes of the meeting.
(c)
Notice of any special meeting shall not be required to be given to any director
who shall attend such meeting without protesting prior thereto or at its
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned
meeting shall not be required to be given.
Section 5- Chairperson
The
Chairperson of the Board, if any and if present, shall preside at all meetings
of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
Section 6- Quorum and
Adjournments
(a) At
all meetings of the Board of Directors, or any committee thereof, the presence
of a majority of the entire Board, or such committee thereof, shall constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation, or these Bylaws.
(b) A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section 7- Manner of
Acting
(a) At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b)
Except as otherwise provided by law, by the Articles of Incorporation, or these
bylaws, action approved by a majority of the votes of the Directors present at
any meeting of the Board or any committee thereof, at which a quorum is present
shall be the act of the Board of Directors or any committee
thereof.
(c) Any
action authorized in writing made prior or subsequent to such action, by all of
the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.
(d) Where
appropriate communications facilities are reasonably available, any or all
directors shall have the right to participate in any Board of Directors meeting,
or a committee of the Board of Directors meeting, by means of conference
telephone or any means of communications by which all persons participating in
the meeting are able to hear each other.
Section 8- Vacancies
(a)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
Section 9- Resignation
A
Director may resign at any time by giving written notice of such resignation to
the Corporation.
Section 10- Removal
Unless
otherwise provided for by the Articles of Incorporation, one or more or all the
Directors of the Corporation may be removed with or without cause at any time by
a vote of two-thirds of the shareholders entitled to vote thereon, at a special
meeting of the shareholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting
group of shareholders, only the shareholders of that voting group may
participate in the vote to remove that Director.
Section 11- Compensation
The Board
of Directors may authorize and establish reasonable compensation of the
Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the
Board.
Section 12- Committees
Unless
otherwise provided for by the Articles of Incorporation of the Corporation, the
Board of Directors, may from time to time designate from among its members one
or more committees, and alternate members thereof, as they deem desirable, each
consisting of one or more members, with such powers and authority (to the extent
permitted by law and these Bylaws) as may be provided in such
resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such
committee shall serve at the pleasure of the Board and, unless otherwise stated
by law, the Certificate of Incorporation of the Corporation or these Bylaws,
shall be governed by the rules and regulations stated herein regarding the Board
of Directors.
ARTICLE
4
OFFICERS
Section 1- Number,
Qualifications, Election and Term of Office
(a) The Corporation’s officers
shall have such titles and duties as shall be stated in these Bylaws or in a
resolution of the Board of Directors which is not inconsistent with these
Bylaws. The officers of the Corporation shall consist of a president,
secretary and treasurer, and also may have one or more vice presidents,
assistant secretaries and assistant treasurers and such other officers as the
Board of Directors may from time to time deem advisable. Any officer
may hold two or more offices in the Corporation.
(b) The officers
of the Corporation shall be elected by the Board of Directors at the regular
annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer
shall hold office until the annual meeting of the Board of Directors next
succeeding his election, and until his successor shall have been duly elected
and qualified, subject to earlier termination by his or her death, resignation
or removal.
Section 2-
Resignation
Any officer may
resign at any time by giving written notice of such resignation to the
Corporation.
Section 3-
Removal
Any officer
elected by the Board of Directors may be removed, either with or without cause,
and a successor elected by the Board at any time, and any officer or assistant
officer, if appointed by another officer, may likewise by removed by such
officer.
Section 4-
Vacancies
A vacancy, however
caused, occurring in the Board and any newly created Directorships resulting
from an increase in the authorized number of Directors may be filled by the
Board of Directors.
Section 5-
Bonds
The Corporation
may require any or all of its officers or Agents to post a bond, or otherwise,
to the Corporation for the faithful performance of their positions or
duties.
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Section 6-
Compensation
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The compensation
of the officers of the Corporation shall be fixed from time to time by the Board
of Directors.
ARTICLE
5
SHARES OF
STOCK
Section 1-
Certificate of Stock
(a) The shares of
the Corporation shall be represented by certificates or shall be uncertified
shares.
(b) Certificated
shares of the Corporation shall be signed, (either manually or by facsimile), by
officers or agents designated by the Corporation for such purposes, and shall
certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution action in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile
signature has been placed upon such certificate, shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its
issue.
(c) If the
Corporation issues uncertified shares as provided for in these Bylaws, within a
reasonable time after the issuance or transfer of such uncertified shares, and
at least annually thereafter, the Corporation shall send the shareholder a
written statement certifying the number of shares owned by such shareholder in
the Corporation.
(d) Except as
otherwise provided by law, the rights and obligation of the holders of
uncertified shares and the rights and obligations of the holders of certificates
representing shares of the same class and series shall be
identical.
Section 2- Lost or
Destroyed Certificates
The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates therefore issued by the Corporation alleged to
have been lost, stolen or destroyed if the owner:
(a) so requests
before the Corporation has notice that the shares have bee acquired by a bona
fide purchaser,
(b) files with the
Corporation a sufficient indemnity bond; and
(c) satisfies such
other requirements, including evidence of such loss, theft or destruction, as
may be imposed by the Corporation.
Section 3-
Transfers of shares
(a) Transfers or
registration of transfers of shares of the Corporation shall be made of the
stock transfer books of the Corporation by the registered holder thereof, or by
his attorney duly authorized by a written power of attorney; and in the case of
shares represented by certificates, only after the surrender to the Corporation
of the certificates representing such shares with such shares properly endorsed,
with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
the payment of all stock transfer taxes due thereon.
(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and accordingly, shall not
be bound to recognize any legal, equitable or other claim to, or interest in,
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.
Section 4- Record
Date
(a) The Board of
Directors may fix, in advance, which shall not be more than sixty days before
the meeting or action requiring a determination of shareholders, as the record
date for the determination of shareholders entitled to receive notice of, or to
vote at, any meeting of shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividends, or allotment of any rights, or for the purpose of any
other action. If no record date is fixed, the record date for
shareholders entitled to notice of meeting shall be at the close of business on
the day preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held, or if notice is waived, at the close of
business on the day before the day on which the meeting is
held.
(b) the Board of
Directors may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted for shareholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action.
(c) A
determination of shareholders entitled to notice of or to vote at a
shareholders’ meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned
meeting.
Section 5- Fractions of
Shares/Scrip
The Board of
Directors may authorize the issuance of certificates or payment of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the holder to exercise voting rights, receive dividends and
participate in any assets of the Corporation in the event of liquidation, in
proportion to the fractional holdings; or it may authorize the payment in case
of the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance, subject
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the manual or facsimile signature of and officer or agent of the
Corporation or its agent for that purpose, exchangeable as therein provided for
full shares, but such scrip shall not entitle the holder to any rights of
shareholder, except as therein provided. The scrip may contain any provisions or
conditions that the Corporation deems advisable. If a scrip ceases to be
exchangeable for full share certificates, the shares that would otherwise have
been issuable as provided on the scrip are deemed to be treasury shares unless
the scrip contains other provisions for their disposition.
ARTICLE
6
DIVIDENDS
(a) Dividends may
be declared and paid out of any funds available therefor, as often, in such
amounts, and at such time or times as the Board of Directors may determine and
shares may be issued pro rata and without consideration to the Corporation’s
shareholders or to the shareholders of one or more classes or
series.
(b) Shares of one
class or series may not be issued as a share dividend to shareholders of another
class or series unless:
(i) so authorized
by the Articles of Incorporation;
(ii) a majority of
the shareholders of the class or series to be issued approve the issue;
or
(iii) there are no
outstanding shares of the class or series of shares that are authorized to be
issued.
ARTICLE
7
FISCAL
YEAR
The fiscal year of
the Corporation shall be fixed, and shall be subject to change by the Board of
Directors from time to time, subject to applicable law.
ARTICLE
8
CORPORATE
SEAL
The corporate
seal, if any, shall be in such form as shall be prescribed and altered, from
time to time, by the Board of Directors. The use of a seal or stamp
by the Corporation on corporate documents is not necessary and the lack thereof
shall not in any way affect the legality of a corporate
document.
ARTICLE
9
AMENDMENTS
Section 1- By
Shareholders
All Bylaws of the
Corporation shall be subject to alteration or repeal, and new Bylaws may be
made, by a majority vote of the shareholders at the time entitled to vote in the
election of Directors even though these Bylaws may also be altered, amended or
repealed by the Board of Directors.
Section 2- By
Directors
The Board of
Directors shall have power to make, adopt, alter, amend and repeal, from time to
time, Bylaws of the Corporation.
ARTICLE
10
WAIVER OF
NOTICE
Whenever any
notice is required to given by law, the Articles of Incorporation or these
Bylaws, a written waiver signed by the person or persons entitled to such
notice, whether before or after the meeting by any person, shall constitute a
waiver of notice of such meeting.
ARTICLE
11
No contract or
transaction shall be void or voidable if such contract or transaction is between
the corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or Officers, are directors or
officers, or have a financial interest, when such Director or Officer is present
at or participates in the meeting of the Board, or the committee of the
shareholders which authorizes the contract or transaction or his, her or their
votes are counted for such purpose, if:
(a) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee and are noted in the minutes of such meeting, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum, or
(b) the material
facts as to his, her or their relationship or relationships or interest or
interests and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders;
or
(c) the contract
or transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee of the shareholder;
or
(d) the fact of
the common directorship, office or financial interest is not disclosed or known
to the Director or Officer at the time the transaction is brought before the
Board of Directors of the Corporation for such action.
Such interested
Directors may be counted when determining the presence of a quorum at the Board
of Directors or committee meeting authorizing the contract or
transaction.
ARTICLE
12
ANNUAL LIST OF
OFFICERS, DIRECTORS, AND REGISTERED AGENTS
The Corporation
shall, within sixty days after the filing of its Articles of Incorporation with
the Secretary of State, and annually thereafter on or before the last day of the
month in which the anniversary date of incorporation occurs each year, file with
the Secretary of State a list of its president, secretary and treasurer and all
of its Directors, along with the post office box or street address, either
residence or business, and a designation of its resident agent in the state of
Florida. Such list shall be certified by an officer of the
Corporation.