Attached files
EXHIBIT
3.2
BYLAWS
FROZEN
FOOD GIFT GROUP, INC.
(a
Delaware corporation)
ARTICLE
I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING
STOCK. Certificates representing stock in the corporation
shall be signed by, or in the name of, the corporation by the Chairman or
Vice-Chairman of the Board of Directors, if any, or by the Chief Executive
Officer, President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the
corporation. Any or all the signatures on any such certificate may be
a facsimile. In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of
issue.
Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, and whenever the corporation shall
issue any shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such partly paid stock
shall set forth thereon the statements prescribed by the Delaware General
Corporation Law. Any restrictions 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.
The
corporation may issue a new certificate of stock or uncertificated shares in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of the
lost, stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate
or uncertificated shares.
2. UNCERTIFICATED
SHARES. Subject to any conditions imposed by Delaware General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by Delaware General Corporation Law.
3. FRACTIONAL SHARE
INTERESTS. The corporation may, but shall not be required to,
issue 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 form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated 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 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 the full shares or uncertificated full shares
before a specified date, or subject to the conditions 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.
4. AUTHORIZATION FOR COMMON
STOCK. The corporation shall have authority to issue twenty
billion (20,000,000,000) shares of common stock at .00001 par value and such
other shares of common stock and preferred stock as the corporation determines
through Amendment of its Certificate of Incorporation
5. STOCK
TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
6. RECORD DATE FOR
STOCKHOLDERS. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting. In order that the corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by Delaware General Corporation
Law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation’s registered office shall
be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by Delaware General
Corporation Law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action. In order that the corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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 a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed by the
Board of Directors, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
7. MEANING OF CERTAIN
TERMS. As used herein in respect of the right to notice of a
meeting of stockholders or a waiver thereof or to participate or vote thereat or
to consent or dissent in writing in lieu of a meeting, as the case may be, the
term “share” or “shares” or “share of stock” or “shares of stock” or
“stockholder” or “stockholders” refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the certificate of incorporation confers such
rights where there are two or more classes or series of shares of stock or upon
which or upon whom Delaware General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
8. STOCKHOLDER
MEETINGS.
a. TIME. The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided, that the next annual meeting shall be held on
or before December 30, 2009, and each successive annual meeting shall be held on
a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date and at the time
fixed by the directors.
b. PLACE. Annual
meetings and special meetings shall be held at such place, within or without the
State of Delaware, as the directors may, from time to time,
fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
c. CALL. Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.
d. NOTICE OR WAIVER OF
NOTICE. Written notice of all meetings shall be given, stating
the place, date, and hour of the meeting and stating the place within the city
or other municipality or community at which the list of stockholders of the
corporation may be examined. The notice of an annual meeting shall
state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The
notice of a special meeting shall in all instances state the purpose or purposes
for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by Delaware General Corporation Law. Except as
otherwise provided by Delaware General Corporation Law, a copy of the notice of
any meeting shall be given, personally or by mail, not less than ten days nor
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the
corporation. 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
days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment, fix a
new record date for the adjourned meeting. Notice need not be given
to any stockholder who submits a written waiver of notice signed by him before
or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of
notice.
e. STOCKHOLDER
LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting or
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the corporation, or to vote at
any meeting of stockholders.
f. CONDUCT OF
MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting – the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary or every meeting, but if neither the
Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.
g. PROXY
PRESENTATION. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder 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 stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three
years from its date unless such proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally.
h. INSPECTORS. The
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, but need not, appoint one of 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
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
inspectors 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
stockholders. On request of the person presiding at the meeting, 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.
i. QUORUM. The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite
the absence of a quorum.
j. VOTING. Each
share of stock shall entitle the holders thereof to one
vote. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where Delaware General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power and except as may be otherwise prescribed by the
provisions of the certificate of incorporation and these Bylaws. In
the election of directors, and for any other action, voting need not be by
ballot.
9. STOCKHOLDER ACTION WITHOUT
MEETINGS. Any action required by Delaware General Corporation
Law to be taken at any annual or special meeting of stockholders, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.
ARTICLE
II
DIRECTORS
1. FUNCTIONS AND
DEFINITION. The business and affairs of the corporation shall
be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix
the compensation of the members thereof. The use of the phrase “whole
board” herein refers to the total number or directors which the corporation
would have if there were no vacancies.
2. QUALIFICATIONS AND
NUMBER. A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware. The current
Board of Directors shall consist of three (3) persons, and the number of
directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by the Board of Directors, but shall consist of not more than nine (9)
nor less than three (3) directors. The number of directors
constituting the whole board may be increased or decreased by action of the
stockholders or of the directors.
3. ELECTION AND
TERM. The directors shall be divided, with respect
to the time for which they severally hold office, into three classes, as nearly
equal in umber of directors as practicable, the term of office of the first
class (“Class I”) to expire at the 2010 annual meeting of shareholders, the term
of the second class (“Class II”) to expire at the 2011 annual meeting of
shareholders and the term of office of the third class (“Class III”) to expire
at the 2012 annual meeting of shareholders. Each director shall hold
office until his or her successor shall have been duly elected and
qualified. At each annual meeting of shareholders, commencing with
the 2010 annual meeting, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified. Vacancies may be filled by the Board of Directors at
any time except as otherwise provided in these Bylaws. Directors may
be elected by the shareholders to fill any vacancy for an unexpired term on the
Board of Directors, regardless of how such vacancy has been created, only if and
when authorized by a resolution of the Board of Directors. The Board
of Directors shall increase or decrease the number of directors in one or more
classes as may be appropriate whenever it increases or decreases the number or
directors to constitute the full Board of Directors in order to ensure that the
three classes shall be as nearly equal in number of directors as
practicable. The Chief Executive Officer shall be designated by the
Board of Directors.
4. MEETINGS.
a. TIME. Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.
b. PLACE. Meetings
shall be held at such place within or without the State of Delaware as shall be
fixed by the Board.
c. CALL. No
call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.
d. NOTICE OF ACTUAL OR
CONSTRUCTIVE WAIVER. No notice shall be required for regular
meetings for which the time and place have been fixed. Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted
at, nor, the purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.
e. QUORUM AND
ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at lease on-third of the whole
Board. A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place. Except
as herein otherwise provided, and except as otherwise provided by Delaware
General 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. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of Delaware General Corporation Law
and these Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested
directors.
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 a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
f. CHAIRMAN OF THE
MEETING. The Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF
DIRECTORS. Except as may otherwise be provided by Delaware
General Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
6. COMMITTEES. The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. 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 any member of any such committee or committees, 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. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation with the exception of any authority the
delegation of which is prohibited by Delaware General Corporation Law, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.
7. WRITTEN
ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or 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.
ARTICLE
III
OFFICERS
The officers of the corporation shall
consist of a Chief Executive Officer, a President, a Secretary, a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the Chairman or
Vice-Chairman of the board, if any, need be a director. Any number of
offices may be held by the same person, as the directors may
determine.
Unless otherwise provided in the
resolution choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor shall have been chosen and
qualified.
All
officers of the corporation shall have such authority and perform such duties in
the management and operation of the corporation as shall be prescribed in the
resolutions of the Board of Directors designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
or directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to him. Any officer may
be removed, with or without cause, by the Board of Directors. Any
vacancy in any office may be filled by the Board of Directors.
ARTICLE
IV
CORPORATE
SEAL
The
corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE
V
FISCAL
YEAR
The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE
VI
CONTROL OVER
BYLAWS
Subject
to the provisions of the certificate of incorporation and the provisions of
Delaware General Corporation Law, the power to amend, alter, or repeal these
Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by
the stockholders.
Approved
and Ratified
By the
Stockholders
This ____
day of November, 2009
________________________
Secretary