Attached files
| file | filename |
|---|---|
| 8-K - GLOBAL AXCESS CORP | v180208_8k.htm |
| EX-14.1 - GLOBAL AXCESS CORP | v180208_ex14-1.htm |
| EX-10.1 - GLOBAL AXCESS CORP | v180208_ex10-1.htm |
GLOBAL
AXCESS CORP.
BY-LAWS
(As
Amended and Restated March 31, 2010)
*
* * *
ARTICLE
I
OFFICES
Section 1. The
principal office shall be located within or without the State of Nevada as the
board of directors may from time to time determine or the business of the
corporation may require.
Section 2. The
corporation may also have offices at such other places both within and without
the State of Nevada as the board of directors may from time to time determine or
the business of the corporation may require.
ARTICLE
II
MEETING
OF THE STOCKHOLDERS
Section
1. All annual meetings of the stockholders shall be held
at such time and place within or without the State of Nevada as shall be stated
in the notice of the meeting. Special meetings of the stockholders
may be held at such time and place within or without the State of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2. At
each annual meetings of stockholders, the stockholders shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.
Section
3. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section
4. Notices of meetings shall be in writing and signed by
the president or a vice president, or the secretary, or an assistant secretary,
or by such other person or persons as these by-laws may permit or the directors
shall designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time when, and the place, which may be within or
without the State of Nevada, where it is to be held, and the means of electronic
communications, if any, by which stockholders and proxies shall be deemed to be
present in person and vote. A copy of such notice shall be sent to each
stockholder of record entitled to vote at such meeting in accordance with the
provisions of Article IV, Section 1, and shall be sent not less than ten (10)
nor more than sixty (60) days before such meeting.
Section
5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
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Section
6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, entitled to vote
thereat, present in person or represented by proxy, the meeting may be adjourned
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be presented or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. If
a quorum is present, action on a matter (other than the election of directors
which is governed by Section 2 of this Article II) by the stockholders is
approved if the votes cast by the stockholders favoring the action exceed the
votes cast opposing the action unless provided otherwise (i) under the
corporation’s articles of incorporation, (ii) under the rights and preferences
of any class or series of stock authorized, or (iii) under Nevada
law.
Section
8. Every stockholder of record of the corporation shall
be entitled at each meeting of stockholders to one vote for each share of stock
standing in his or her name on the books of the corporation.
Section 9. At any
meeting of the stockholders, any stockholder may be represented and vote by a
proxy or proxies appointed by an instrument in writing. In the event that any
such instrument in writing shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated.
Unless the instrument shall otherwise provide, no such proxy shall be valid
after the expiration of six months from the date of its execution, unless
coupled with an interest, or unless the person executing it specifies therein
the length of time for which it is to continue in force, which in no case shall
exceed seven years from the date of its execution. Subject to the above, any
proxy duly executed is not revoked and continues in full force and effect unless
an instrument revoking it or a duly executed proxy bearing a later date is filed
with the secretary of the corporation.
Section
10. Any action, except the election of directors, which
may be taken by the vote of the stockholders at a meeting, may be taken without
a meeting if authorized by the written consent of stockholders holding at least
a majority of the voting power, unless the provisions of the statutes or of the
articles of incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
ARTICLE
III
DIRECTORS
Section
1. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section
2. The number of directors which shall constitute the
whole board shall be a minimum of four (4) and a maximum of nine (9), all of
whom shall be at least twenty-one years of age and at least one of whom shall be
a citizen of the United States. The directors shall be elected at the annual
meeting of the stockholders, and except as provided in Section 3 of this
article, each director elected shall hold office until his or her successor is
elected and qualified. Directors need not be stockholders.
Section
3. Vacancies, including those caused by an increase in
the number of directors, may be filed by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his,
her or their resignation to the board, effective at a future date, the board
shall have the power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, with each director so
appointed to hold office during the remainder of the term of office of the
resigning director or directors.
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Section 4. The
board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Nevada.
MEETINGS
OF THE BOARD OF DIRECTORS
Section 5. A
regular meeting of the board of directors shall be held, without other notice,
immediately after, and at the same place as, the annual meeting of
stockholders. The board of directors may provide, by resolution, the
time and place within or without the State of Nevada, for the holding of
additional regular meetings without other notice than such
resolution.
Section
6. Special meetings of the board of directors may be
called by the president or secretary on the written request of two directors
(unless there is only one director and if so, upon his or her request). Written
notice of special meetings of the board of directors shall be given to each
director at least two (2) days before the date of the meeting.
Section 7. A
majority of the board of directors, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of business and the act of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the articles of incorporation. Any action
required or permitted to be taken at a meeting of the directors may be taken
without a meeting if a 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.
COMMITTEES
OF THE BOARD OF DIRECTORS
Section
8. 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, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.
Section
9. The committees shall keep regular minutes of their
proceedings and
report the same to the board when required.
COMPENSATION
OF DIRECTORS
Section
10. The directors may be paid for their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
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ARTICLE
IV
NOTICES
Section
1. Notices to directors and stockholders shall be in
writing and shall be either delivered personally, shall be mailed, postage
prepaid, or shall be sent by a form of electronic transmission that has been
previously consented to by the director or stockholder and has not been
revoked. Notice by mail shall be sent to the directors or
stockholders at their addresses appearing on the books of the corporation and
shall be deemed to be given at the time when the same shall be
mailed.
Section
2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if taken at a meeting regularly called and noticed, at such
meeting any business may be transacted which is not excepted from the written
consent or to the consideration of which no objection for want of notice is made
at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meetings; and such consent or approval of stockholders
may be by proxy or power of attorney, but all such proxies and powers of
attorney must be in writing.
Section
3. Whenever any notice whatsoever, is required to be
given under the provisions of the statutes, of the articles of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed
equivalent
thereto.
ARTICLE
V
OFFICERS
Section 1. The
officers of the corporation shall be chosen by the board of directors and shall
be a president, a secretary, and a treasurer. Any person may hold two or more
offices.
Section 2. The
board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, a secretary and a treasurer, none of whom
need be a member of the board.
Section 3. The
board of directors may appoint vice presidents, and assistant secretaries and
assistant treasurers and such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.
Section 4. The
salaries of all officers and agents of the corporation shall be fixed by the
board of directors.
Section 5. The
officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the board of
directors.
THE
PRESIDENT
Section 6. The
president shall be the chief executive officer of the corporation, shall preside
at all meetings of the stockholders and the board of directors, shall have
general and active management of the business of the corporation, and shall see
that all orders and resolutions of the board of directors are carried into
effect.
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Section 7. The
president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.
VICE
PRESIDENT
Section 8. A vice
president shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties as the board of directors may from time to time prescribe.
THE
SECRETARY
Section 9. The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation and of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his or
her signature or by the signature of the treasurer or an assistant
secretary.
THE
TREASURER
Section 10. The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and secure accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other value effects in the
name and to the credit of the corporation in such depositories as may be
designated by the board of directors.
Section 11. The
treasurer shall disburse the funds of the corporation as may be ordered by the
board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board, or when the board of directors so requires, an account of all his or
her transactions as treasurer and of the financial condition of the
corporation.
Section 12. If
required by the board of directors, the treasurer shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of his or her
office and for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the corporation.
ARTICLE
VI
CERTIFICATES
OF STOCK
Section
1. Every stockholder shall be entitled to have a
certificate, signed by the president, or a vice president and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the
corporation.
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When the corporation is authorized to
issue shares of more than one class or more than one series of any class, there
shall be set forth upon the face or back of the certificate, or the certificate
shall have a statement that the corporation will furnish to any stockholders
upon request and without charge, a full or summary statement of the
designations, preferences and relative, participating, optional or other special
rights of the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, and, if the corporation shall be
authorized to issue only special stock, such certificate shall set forth in full
or summarize the rights of the holders of such stock.
Section
2. 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 of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates, shall cease to be such officer or officers of
the corporation, whether because of death, resignation or otherwise, before such
certificates or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be the officer or officers of such
corporation.
LOST
CERTIFICATES
Section
3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificates of stock to be 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 the owner of such
lost or destroyed certificate or certificates, or his or her legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
TRANSFER
OF STOCK
Section
4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING
OF TRANSFER BOOKS
Section
5. The directors may prescribe a period not exceeding
sixty days prior to any meeting of the stockholders during which no transfer of
stock on the books of the corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
REGISTERED
STOCKHOLDERS
Section
6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and 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
express or other notice thereof, except as otherwise provided by the laws of the
State of Nevada.
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ARTICLE
VII
GENERAL
PROVISIONS
DIVIDENDS
Section 1.
Dividends upon the capital stock of the corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the articles of incorporation.
Section
2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purposes as the directors shall believe to be in the interests of
the corporation, and the directors may modify, or abolish such reserves in the
manner in which it was created.
INSPECTION
OF BY-LAWS
Section 3. The
Corporation shall keep in its principal executive office the original or a copy
of these by-laws, as amended to date, which shall be open to inspection to
shareholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside the State of Nevada and the
corporation has no principal business office in such State, it shall upon the
written notice of any shareholder furnish to such shareholder a copy of these
by-laws, as amended to date.
CHECKS
Section
4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designated.
FISCAL
YEAR
Section
5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section
6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its incorporation and the words “Corporate
Seal, Nevada.”
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ARTICLE
VII
AMENDMENTS
These by-laws may be altered or
repealed at any regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of directors if
notice of such alteration or repeal be contained in the notice of such special
meeting.
CERTIFICATE
OF SECRETARY
I, the
undersigned, do hereby certify:
(1)
That I am the duly elected and acting Secretary of Global Axcess Corp, a Nevada
corporation; and
(2)
That the foregoing By-laws, constitute the Amended and Restated By-laws of such
corporation as duly adopted by action of the Board of Directors of the
corporation duly taken on March 31, 2010.
IN WITNESS WHEREOF, I have
hereunto subscribed my name and affixed the seal of such
corporation this 31st day of
March 2010.
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