Attached files
BY-LAWS
OF
GLOBAL
SMOOTHIE SUPPLY, INC.
TABLE OF
CONTENTS
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OFFICES
Section
1.0.
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Principal
Office
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Section
1.1.
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Registered
Agent
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Section
1.2.
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Other
Offices
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SHAREHOLDERS
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Section
2.0.
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Place
of Meetings
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Section
2.1.
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Annual
Meetings
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Section
2.2.
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Special
Meetings
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Section
2.3.
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Notice
of Meetings
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Section
2.4.
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Record
Date, Closing Transfer Books
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Section
2.5.
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Voting
List
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Section
2.6.
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Quorum/Majority
Vote
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Section
2.7.
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Method
of Voting
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Section
2.8.
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Oral
and Written Voting
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Section
2.9.
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Presence
at Meeting by Means of Communication Equipment
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Section
2.10.
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Action
Without Meeting
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DIRECTORS
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Section
3.0.
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Management
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Section
3.1.
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Number
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Section
3.2. ,
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Qualifications
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Section
3.3.
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Term
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Section
3.4.
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Removal
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Section
3.5.
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Vacancy
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Section
3.6.
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Election
of Directors
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Section
3.7.
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Change
in Number
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(a)
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Increase
in Number
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(b)
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Decrease
in Number
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Section
3.8.
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Quorum
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Section
3.9.
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Meetings
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(a)
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First
Meeting
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(b)
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Special
Meetings
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(c)
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Regular
Meetings
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Section
3.10. Action Without Meeting
Section
3.11. Interested Directors/Officers or Shareholders Section 3.12.
Chairman
Section
3.13. Compensation
Section
3.14. Committees
(a) Executive
Committee
(b) Other
Committees Section 3.15. Committee Procedures Section 3.16. Advisory
Directors
OFFICERS
Section
4.0. Number
Section
4.1. Election and Term of Office Section 4.2. Removal
Section
4.3. Vacancies
Section
4.4. President
(a) Preside
(b) Signature
Required
(c) General
Section 4.5. Vice-Presidents Section 4.6. Treasurer
(a) Corporate
Funds
(b) Deposit
(c) General
Section 4.7. Secretaries
(a) Minutes
(b) Notices
(c) Corporate
Records
(d) Address
of Shareholders
(e) Signature
Required
(f) Stock
Transfer Books
(g) General
Section 4.8. Assistant Treasurers and Assistant Secretaries Section 4.9.
Salaries Section 4.10. Employment and Other Contracts
NOTICE
Section
5.0. Method Section 5.1. Waiver
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CERTIFICATES
FOR SHARES AND THEIR TRANSFERS
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Section
6.0. Certificates for Shares
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Section
6.1. Replacement of Lost or Destroyed
Certificates
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Section
6.2. Transfer of Shares and Shareholders
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Section
6.3. Restriction on Transfer
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ACCOUNTING
YEAR
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Section
7.0. Term
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DIVIDENDS
AND RESERVES
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Section
8.0. Payment of Dividends
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Section
8.1. Record Date
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Section
8.2. Reserve
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AMENDMENTS
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Section
9.0. Method
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| (a) Regular Meeting | |
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(b) Special
Meeting
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GENERAL
PROVISIONS
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Section
10.0.
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Indemnification
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Section
10.1.
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Loans
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Section
10.2.
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Checks,
Drafts, Etc
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Section
10.3.
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Deposits
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Section
10.4.
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Books
and Records
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Section
10.5.
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Annual
Statement
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Section
10.6.
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Resignation
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Section
10.7.
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Invalid
Provisions
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Section
10.8.
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Table
of Contents-Headings
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Section
10.9.
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Construction
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CERTIFICATE
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BY-LAWS
OF
GLOBAL SMOOTHIE SUPPLY,
INC.
INCORPORATED
UNDER THE LAWS OF THE STATE OF TEXAS
(AS
ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 1, 2005)
OFFICES,
Section
1.0. Principal
Office . The
principal office of this Corporation shall be at 4428 University Boulevard,
Dallas, Texas 75205 or any such other place as the Board of Directors may from
time to time determine.
Section
1.1. Registered
Agent . The
post office address of the registered office of this Corporation is 4510 Abbott
Avenue, Dallas, Texas 75205, and the name of the registered agent in charge
thereof is Harry Ireland. The registered office and/or registered agent may be
changed from time to time by the Board of Directors and/or Shareholders, in
accordance with Texas
law.
Section
1.2. Other
Offices
. The Corporation may also have other offices at such other places as the Board
of Directors may from time to time determine that the business of the
Corporation shall
require.
SHAREHOLDERS,
Section 2.0. Place of
Meetings .
Meetings of the shareholders shall be held at the principal office of the
Corporation, unless some other place, within or without the State of Texas,
shall be stated in the notice of the meeting or in a duly executed waiver
thereof.
Section 2.1. Annual
Meetings . An
annual meeting of shareholders shall be held within the statutory time frame
after the close of the Corporation's accounting year on such day and at such
time and place as determined by the Board of Directors.
Section
2.2. Special
Meetings .
Special meetings of the shareholders may be called by the President, the
Board of Directors or the holders of not less than 1/3 of all the shares
entitled to vote at the meeting so called. The notice of such meeting must state
the business to be transacted and all notes taken shall be confined to such
business as so stated in the notice of such meeting.
Section
2.3. Notice of
Meetings .
Written or printed notice stating the place, day and hour of the meeting,
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than five (5) nor more than twenty (20)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary or the officer or person or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States Postal Service addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon pre-paid.
Section
2.4. Record
Date, Closing Transfer Books . For the purpose of
determining shareholders entitled to notice of any meeting of such shareholders
or any adjournment thereof, the Board of Directors may, by resolution, provide
that the stock transfer books shall be closed for a period, to be stated in such
resolution, of not less than five (5) nor more than twenty (20) days, or the
Board of Directors may fix in advance a record date for determining shareholders
entitled to notice or to vote at such meeting. In the absence of any action by
the Board of Directors, the date upon which notice of the meeting is mailed
shall be the record date.
Section
2.5. Voting
List . The
officer or agent having charge of the Corporation's stock transfer books shall
make, at least five (5) days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at such meeting or any adjournment
thereof. Such list shall be arranged in alphabetical order by class of shares,
with the address of each shareholder and the number of shares held by each,
which list, for a period of five (5) days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
such meeting. The original stock transfer books shall be prima
facie
evidence as to who are the shareholders entitled to examine such list or
transfer books and to vote at any meeting of the shareholders as may be required
by law or provided in the Articles of Incorporation or these
By-Laws.
Section 2.6. Quorum/Majority
Vote . The
holders of a majority of the shares entitled to vote, present, in person or
represented by proxy, shall constitute a quorum at a meeting of shareholders for
the transaction of all business except as provided by statute, the Articles of
Incorporation or these By-Laws. The vote of the holders of the majority of the
shares entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the shareholders' meeting unless the vote of a
greater number is required by law, the Articles of Incorporation or these
By-Laws. The shareholders present at a duly organized meeting may continue to
transact business as authorized by law, the Articles of Incorporation or these
By-Laws until adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.
Section 2.7. Method of
Voting . Each
outstanding share entitled to vote shall be entitled to one (1) vote on each
matter submitted to a vote at the meeting of shareholders. A shareholder may
vote either in person or by proxy executed in writing by the shareholder which
shall be valid for eleven (11) months from the date of its execution unless
otherwise expressly
provided
in the proxy. Each proxy shall be revocable unless expressly provided therein to
be irrevocable and otherwise made irrevocable by law. Voting for Directors shall
be in accordance with the provisions of these By-Laws and the Articles of
Incorporation.
Section 2.8. Oral and
Written Voting .
Voting on any question and on all matters of agenda and procedure shall
be determined in the sole discretion of the presiding officer except where
otherwise required by law or these By-Laws.
Section 2.9. Presence
at Meeting by
Means of
Communication Equipment . Shareholders may
participate in and hold a meeting of such shareholders by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting,
except where a person participates at the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Section 2.10. Action
Without Meeting .
Any action required to be or which may be taken at a meeting of the
shareholders may be taken without a meeting if consent in writing, setting forth
the action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof and such consent shall have the same
force and effect as a unanimous vote of the shareholders. Such consent shall be
delivered to the Secretary of the Corporation for inclusion in the Minute Book
of the Corporation.
DIRECTORS
Section 3.0. Management . The business and affairs of
the Corporation shall be managed by a Board of Directors.
Section 3.1. Number . The number of Directors of
the Corporation shall be at least one (1) and not more than ten (10); provided,
however, that the number of Directors actually serving may be increased or
decreased from time to time only in accordance with Section 3.7. of these
By-Laws. The number of Directors presently authorized shall be three
(3).
Section 3.2. Qualifications . In order to be a Director,
no person need be a shareholder of this Corporation or a resident of the State
of Texas, or of the United States of America.
Section 3.3. Term . At each annual
meeting, the shareholders shall elect Directors to hold office until the next
succeeding annual meeting as provided in the Articles of Incorporation,
provided, however, that a Director so elected may be re-elected at such
succeeding annual meeting by the shareholders so as to succeed himself. Unless
removed in accordance with these By-Laws, each Director shall hold office for
the term for which he is elected and until removed or replaced as provided in
the Articles of Incorporation and these By-Laws.
Section 3.4. Removal . Any Director may be removed
from his position as Director, either with or without cause, and without notice
to such Director unless such removal shall be for cause, by a majority vote of
the shareholders present at any special or regular meeting of the shareholders
at which a quorum is present, if notice of intention to act upon the question of
removing such Director shall have been stated as one of the purposes for the
calling of such meeting. No Director shall be removed if there are sufficient
votes cast against such removal, which votes could, if cumulated, cause the
election of a Director at an annual shareholders' meeting.
Section 3.5. Vacancy . Any vacancy occurring in
the Board of Directors caused by death, resignation, refusal of a person elected
to assent to serve, removal or otherwise shall be filled at the meeting of the
Board of Directors concurrent with or next following the occurrence of such
vacancy. Such vacancy shall be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum. A Director elected to fill a
vacancy shall be elected to fill the unexpired term of his predecessor in such
directorship.
Section 3.6. Election
of Directors . At
such election for Directors, every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are Directors to be elected. No shareholder
shall be entitled to cumulate his votes for the election of any
Directors.
Section 3.7. Change in
Number . The
number of Directors serving may be increased or decreased from time to time as
follows:
(a) Increase
in Number : Any
Directorship to be filled by reason of an increase in the number of Directors
serving shall be filled by election at an annual meeting of the shareholders or
at a special meeting of the shareholders called for that purpose as provided
herein and as may be required by law or the Articles of
Incorporation.
(b) Decrease
in Number: No decrease in the number of
the Directors serving shall have the effect of shortening the term of any
incumbent Director.
Section 3.8. Quorum . A majority of the number of
Directors then elected and serving shall constitute a quorum for the transaction
of business. The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless the
vote of a greater percentage is otherwise specifically required or provided by
law, these By-Laws, or the Articles of Incorporation. The Directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than a
quorum.
Section 3.9. Meetings . All meetings of the Board
of Directors shall be held in strict conformity with this By-Law.
1. First
Meeting : The first meeting of each
newly elected Board of Directors shall be held without other notice than this
By-Law immediately following the meeting of the shareholders at which such
Directors, or any of them, were elected, unless by unanimous consent of the
Directors then elected and serving, such time or place shall be
changed.
(c) Special
Meetings :
Special meetings of the Board of Directors may be called by or at the
request of the President or any Director, or as may be provided by law or the
Articles of Incorporation. Notice of the call of the Special Meeting may be oral
or in writing and delivered to each Director not later than 24 hours immediately
preceding the day for which the meeting is called.
(d) Regular
Meetings, : By resolution, the
Directors may establish regular or periodic meetings which may then be held as
determined by the Directors between first meetings of each newly elected Board
of Directors. Such resolution shall establish the day, time and place of such
meeting which may be so held without further or additional call or notice other
than said resolution.
Section 3.10. Action
Without Meeting .
Any action required to be or which may be taken at a meeting of the
Directors may be taken without a meeting if consent in writing, setting forth
the action so taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof and such consent shall have the
same force and effect as a unanimous vote of the Directors. Such consent shall
be delivered to the Secretary of the Corporation for inclusion in the Minute
Book of the Corporation.
Section 3.11. Interested
Directors/Officers or Shareholders . Any contract or other
transaction between the Corporation and any of its Directors, officers or
shareholders (or any Corporation or firm in which any of them are interested,
directly or indirectly) shall be valid for all purposes, notwithstanding the
presence of such Director, officer or shareholder at the meeting authorizing or
ratifying such contract or transaction or his participation in such meeting. The
foregoing shall, however, apply only if the interest of each such Director,
officer or shareholder is fully known or disclosed to the meeting prior to the
vote on such contract or transaction. Nothing in this Section or
Subsections hereafter shall be construed to invalidate any contract or
transaction which would be valid in the absence of this Section. Each such
interested Director or shareholder may be counted in determining whether a
quorum is present, and, if their interest is fully disclosed, the vote of each
such interested Director or shareholder may be used in calculating the majority
necessary to carry such vote.
Section 3.12. Chairman . At the first meeting of
each newly elected Board of Directors, they may by majority vote, select one of
their number to be Chairman of the Board of Directors who shall preside at all
Directors' and shareholders' meetings. A Chairman of the Board so elected shall
hold such office for the term for which he is elected a Director and until his
successor shall have been elected and qualified. If no Chairman of the Board of
Directors is so elected, the President shall so act.
Section 3.13. Compensation . Directors shall receive
such compensation for each meeting attended as may be determined by the Board of
Directors.
Section 3.14. Committees . The Board of Directors may
appoint Committees from among its members which, in each case, shall have such
duties, authority, rights and powers as the Board of Directors may determine, or
as otherwise provided in these By-Laws. If
not
appointed as a member of any such committee, the President shall be an ex
officio member of each committee so appointed by the Board of Directors. The
Board of Directors may so appoint:
(e) Executive
Committee : An
Executive Committee composed of not less than three (3) nor more than such
number of Directors as the Board of Directors may determine, one of whom shall
be designated as Secretary and keep all minutes of the Executive Committee. The
Executive Committee, if so appointed, shall possess and exercise all powers of
the Board of Directors during the intervals between Directors' meetings except
that the Board of Directors alone shall have the power to (i) declare dividends,
(ii) determine all claims for indemnifications, (iii) issue stock, (iv)
discharge any committee so appointed, or remove any member thereof or other
officer of the Corporation either with or without cause; and
(f) Other
Committees : Such
other Committees composed of not less than two (2) Directors each, which
committees shall have such duties and powers as shall be prescribed from time to
time by the Board of Directors.
Section 3.15. Committee
Procedures . A
majority of the members of each Committee shall fix and prescribe the rules for
its procedure which shall not be inconsistent with law or these By-Laws. Each
Committee shall keep full and complete minutes of all its meetings and the
presiding member thereof shall report all action taken to the first Directors'
meeting succeeding such action. The Board of Directors may modify, alter, revise
and/or approve any actions taken by any Committee; provided that no rights or
acts of third parties shall be affected by any such modification, alteration or
revision. The term of each member of all committees shall expire on the day of
the next annual meeting of the shareholders following such member's
appointment.
Section 3.16. Advisory
Directors
. The Board of Directors may appoint individuals who need not be officers or
employees of the Corporation to serve as Advisory Directors and may fix fees or
other compensation for their attendance at meetings of the Board of Directors.
Such Advisory Directors shall be ex officio members of the Board of Directors,
without vote. The duties of such Advisory Directors shall be to meet with and
advise the Board of Directors, but only when so requested by the President,
Chairman of the Board, or majority of the Directors, with respect to all or any
part of the business, affairs, policies and/or operations of the Corporation.
Advisory Directors shall not be considered official members of the Board of
Directors for the purposes of notice, quorum, voting requirements or liability.
The term of office of each Advisory Director shall be at the pleasure of the
Board of Directors, but shall always ex-
pire on
the day of the annual meeting of shareholders following the appointment of such
Advisory Director.
OFFICERS
Section 4.0. Number. The officers of the
Corporation shall be a Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer, Chief Legal Officer, Chief Strategy Officer,
a Secretary and, if elected by the Board of Directors, one or more Vice
Presidents (the number and title thereof to be determined in the discretion of
the Board of Directors), a Treasurer, and such Assistant Treasurers and
Secretaries or other officers as may be elected by the Board of Directors. Any
two (2) or more offices may be held by the same person. No officer need be a
shareholder, a Director or a resident of Texas.
Section 4.1. Election and Term of Office.
The officers of the Corporation shall be elected by the Board of
Directors for such term as they shall determine, but in no event shall such term
exceed ten (10) years. Each officer shall hold office during his term and
thereafter until his successor shall have been duly elected and qualified,
unless he theretofore dies, resigns or is removed in the manner herein
provided.
Section 4.2. Removal. Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors with or without cause and without notice to such officer or agent by a
majority vote of the Directors present at any regular or special meeting of the
Board of Directors at which a quorum is present, whenever in its judgment the
best interest of the Corporation would be served thereby, unless such removal
shall be for cause, in which event the
officer
or agent shall be entitled to notice five (5) days in advance of such meeting,
but such removal shall be in accordance with these By-Laws and the laws of the
State of Texas, and such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Notice of intention to act upon the
question of removing any such officer or agent shall not be required if such
matter is raised at a regular meeting of the Board of Directors, but shall be
required before such matter can be considered by any special meeting of the
Board of Directors. Election or appointment of any officer or agent shall not of
itself create contract rights.
Section 4.3. Vacancies . A vacancy in any
office because of death, resignation, removal, disqualification, or otherwise,
may be filled by the Board of Directors for the unexpired portion of the
term.
Section 4.4. Chief Executive Officer &
President. The Chief Executive
Officer shall be the principal executive officer of the Corporation and shall in
general, supervise and control all of the business and affairs of the
Corporation. The President shall report to the Chief Executive
Officer.
(g) Preside: The Chief Executive
Officer, at his discretion, shall call all meetings of the officers of the
Corporation at such time and place and with such notice as he may determine. He
shall preside at all meetings of the officers, and if no Chairman of the Board
has been elected, or is then acting, he shall preside at all Directors' and
shareholders' meetings.
(h) Signature Required: He shall
sign, with the Secretary or an Assistant Secretary, when required or deemed
advisable, certificates for shares of the Corporation, any deed, mortgage, bond,
contract or other instrument which the Board of Directors shall authorize to be
executed except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation; or shall be required by law to be otherwise signed or
executed.
(i) General: In general, he shall
perform all duties incident to the office of the Chief Executive Officer, and he
may delegate any of such duties to the President or Chief Operating Officer and
such other duties as may be prescribed by the Board of Directors from time to
time.
Section 4.5. Vice-Presidents . In the
absence of the Chief Executive Officer, President, Chief Operating Officer,
Chief Legal Officer, Chief Strategy Officer or in the event of any one of their
inability or refusal to act, the Vice-President (or in the event that there be
more than one Vice-President, the Vice-President in the order designated or in
the absence of any designation, then in the order of their election) shall
perform the duties of the Chief Executive Officer, President, or Chief Operating
Officer, as appropriate, and when so acting shall have all the powers of and be
subject to all the restrictions upon any such officer. Any Vice-President shall
perform such other duties as from time to time may be assigned him by the
President or by the Board of Directors.
Section 4.6. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. The Treasurer (and Assistant Treasurers as so elected by the
Board of Directors) shall have the following authority and duty:
(i) Corporate Funds: They shall
have charge and custody of and be responsible for all funds and
securities of the Corporation, receive and give receipts for monies due and
payable to the Corporation from any source whatsoever.
(k) Deposit: They shall deposit all
such monies in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board of Directors.
(1) General: They shall, in general,
perform all the duties incident to the office of the Treasurer and such other
duties as from time to time may be assigned to them by the Board of
Directors.
Section
4.7. Secretaries . The Secretary (and
Assistant Secretaries,
if any
are so elected by the Board of Directors) shall have all the duties and
responsibilities as given by the laws of the State of Texas and the Board of
Directors, and shall have such other duties, responsibilities and authority as
set out herein.
(m) Minutes: The Secretary shall keep
the minutes of the shareholders' and Directors' meetings in one or more books
provided for that purpose.
(n) Notices:
The Secretary shall see that all notices are duly given in accordance with the
provisions of these By-Laws or otherwise as required by law.
(o) Corporate
Records: The
Secretary shall be custodian of the corporate records and of the seal of the
Corporation, if any, and see that the seal of the Corporation is affixed to all
certificates for shares prior to the issue thereof if required by law or
directed by the Board of Directors, and to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized in accordance
with the provisions of these ByLaws or directed by the Board of
Directors.
(p) Address
of Shareholders: The Secretary shall keep
a register of the post office address of each shareholder.
(q) Signature
Required: The Secretary shall sign
with the Chief Executive Officer or the President certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors.
(r) Stock
Transfer Books: The Secretary shall have
general charge of the stock transfer books of the Corporation.
(j) General: In general, the
Secretary shall perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to him by the Chief
Executive Officer or by the Board of Directors.
Section 4.8. Assistant
Treasurers and Assistant Secretaries. The Assistant Treasurers
and Assistant Secretaries, if any are so elected by the Board of Directors,
shall
perform
such duties and have such authority as shall be assigned to them by the Board of
Directors.
Section 4.9. Salaries . The salaries of the
officers of the Corporation shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a shareholder or Director of the
Corporation.
Section 4.10. Employment
and Other Contracts .
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of or on behalf of the Corporation, and such authority may be general or
confined to specific instances. The Board of Directors may, when it believes the
interest of
the
Corporation will best be served thereby, authorize executive employment
contracts which will have terms no longer than ten (10) years and contain such
other terms and conditions as the Board of Directors deem appropriate. Nothing
here in shall limit the authority of the Board of Directors to authorize
employment contracts for shorter terms.
NOTICE
Section 5.0. Method . Whenever, under the
provisions of law, the Articles of Incorporation or these By-Laws, notice is
required to be delivered to any Director or shareholder, and no provision is
made as to how such notice shall be delivered, it shall not be construed to mean
personal notice, but any such notice may be given in writing, by mail, postage
prepaid, addressed to such Director or shareholder at such address as appears on
the books of the Corporation or such notice required or permitted to be
delivered by mail shall be deemed to be delivered at the time when the same
shall be deposited, with correct postage affixed in the United States Postal
Service.
Section 5.1. Waiver . Whenever any notice is
required to be given to any shareholder or Director of the Corporation under the
provisions of law, the Articles of Incorporation or these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
shall be equivalent to the giving of such notice. Attendance of a shareholder or
Director at a meeting shall constitute a waiver of notice of such meeting except
when a shareholder or Director attends for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not lawfully
called or convened.
CERTIFICATES FOR SHARES AND
THEIR TRANSFERS
Section 6.0. Certificates
for Shares .
Certificates representing shares of the Corporation shall be in such form
as may be determined by the Board of Directors. Such certificates shall be
signed by the President or by the Secretary and shall be sealed with the seal of
the Corporation, if such seal be authorized by the Board of Directors. All
certificates for shares will be consecutively numbered or otherwise identified.
Fractional shares of any class of the capital stock of the Corporation may not
be issued or transferred. The name of the person to whom such shares are issued,
with the number of shares and date of issue shall be entered on the books of the
Corporation. All certificates for shares shall also contain such language as may
be required by the Articles of Incorporation.
Section 6.1. Replacement
of Lost or Destroyed Certificates . Upon the making of an
affidavit by a shareholder claiming that a certificate or certificates
representing securities of the Corporation have been lost or destroyed, the
Board of Directors may direct that a new certificate or certificates be issued
in place of said certificate or certificates theretofore issued by the
Corporation and alleged to have been lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require that
the owner of such lost or destroyed certificate or certificates, or his legal
representative, give the Corporation an indemnity agreement or a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim or expense resulting from any claim that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.
Section 6.2. Transfer
of Shares and Shareholders . Transfer of shares of the
Corporation shall be made only on the books of the Corporation at the request of
the holder of record thereof, or his legal representative, who shall furnish
proper evidence of authority to transfer, or his attorney thereunto authorized
by Power of Attorney duly executed and filed with the Secretary of the
Corporation and on surrender for cancellation of the certificate for such
shares. The person in whose name any share or shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation and the Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have expressed or other notice
thereof, except as otherwise provided by law.
Section 6.3. Restriction
on Transfer . Any
security of the Corporation that is issued to any person pursuant to an
agreement which in any way restricts the transfer of such security shall
conspicuously note on the face or back of the certificate representing such
security
a
statement which indicates the existence of such restriction on transferability
and the availability of a copy of such document at the offices of the
Corporation. The Secretary or other designated officer of the Corporation shall
cause a stop transfer order to be placed on such security subject to the terms
and conditions of such agreement.
ACCOUNTING
YEAR
Section 7.0. Term
. The Corporation shall operate for all purposes on an accounting year basis.
The year shall be established by the Board of Directors within twelve (12)
months of the date of the formation of the Corporation.
DIVIDENDS
AND RESERVES
Section 8.0. Payment
of Dividends .
The Board of Directors may from time to time declare and the Corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions in accordance with law and the Articles of
Incorporation.
Section 8.1. Record
Date . The Board
of Directors may fix in advance a record date for the purpose of determining
shareholders entitled to receive payment of any dividend; such record date shall
be not more than thirty (30) days prior to the payment date of such dividend, or
the Board of Directors may close the stock transfer books for such purpose for a
period of not more than thirty (30) days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the date upon
which the Board of Directors adopts a resolution declaring such dividend shall
be the record date.
Section 8.2. Reserve . There may be created by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves as the Directors from time to time, in
their discretion, think proper to provide for contingencies, or to equalize
dividends or to acquire, repair or maintain any property of the Corporation, or
for such other purposes as the Directors shall think beneficial to the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
AMENDMENTS
Section 9.0. Method . These By-Laws may be
amended, altered or repealed by the Board of Directors or shareholders as
provided herein as follows:
(t) Regular
Meeting : At any
regular meeting of the Board of Directors or shareholders at which a quorum
is present and notice of the proposed amendments has been given as provided in
Sections 5.0. and 5.1.
(u) Special
Meeting : If notice of a proposal to amend, alter or
repeal these By-Laws and the respect in which it is proposed such By-Laws be
amended, altered or repealed is given in any call of a special meeting of the
Board of Directors
or shareholders at which a quorum is present, then at such special meeting. Such
notice need only indicate the By-Laws to be amended and the general nature of
the change sought and need not specify the exact terms or changes to be
requested.
GENERAL
PROVISIONS,
Section 10.0. Indemnification . The Corporation shall
indemnify any person making application for such indemnification only as
authorized by a resolution of the Board of Directors.
Section 10.1. Loans . No loans shall be
contracted on behalf of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances.
Section 10.2. Checks,
Drafts, Etc . All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation and in such
manner as from time to time may be determined by resolution of the Board of
Directors.
Section 10.3. Deposits . All funds of the
Corporation not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such depositories as the Board of Directors, by
resolution may select.
Section 10.4. Books and
Records . The
Corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of the shareholders and Board of
Directors, and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
of shares held by each.
Section 10.5. Annual
Statement.
The Board of Directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
Corporation, including a reasonably detailed balance sheet and income
statement.
Section 10.6. Resignation.
Any Director, officer or agent may resign by giving written notice to the
President or the Secretary. Such resignation shall take effect at the time
specified therein, or immediately, if no time is specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 10.7. Invalid
Provisions. If any part of these By-Laws shall be held invalid or
inoperative for any reason, then, so far as possible and reasonable, the
remaining part shall be valid and operative, and effect shall be given so far as
possible to the intent manifested by the part held invalid or
inoperative.
Section 10.8. Table of
Contents-Headings.
The Table of Contents and Headings used in these By-Laws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation and construction.
Section 10.9. Construction.
Whenever required by the context, as used in these By-Laws, the singular
number shall include the plural, and vice versa, and the gender of all words
used shall include the masculine, feminine and the neuter.
Effective
January 1, 2009