Attached files
file | filename |
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S-1 - KinerjaPay Corp. | v190351_s1.htm |
EX-23.1 - KinerjaPay Corp. | v190351_ex23-1.htm |
EX-5.1 - KinerjaPay Corp. | v190351_ex5-1.htm |
EX-3.1 - KinerjaPay Corp. | v190351_ex3-1.htm |
EX-3.3 - KinerjaPay Corp. | v190351_ex3-3.htm |
EX-10.1 - KinerjaPay Corp. | v190351_ex10-1.htm |
EX-99.1 - KinerjaPay Corp. | v190351_ex99-1.htm |
SOLARFLEX CORP.
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BY-LAWS
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A
Delaware Corporation
ARTICLE
I
OFFICES
Section
1
The
registered office of the Corporation in the State of Delaware shall be located
in the City and State designated in the Certificate of
Incorporation.
Section
2
The
corporation may also have offices at such other places both within and without
the state of Delaware as the Board of Directors may from time to time determine
or the business of the corporation may require.
ARTICLE
II
ANNUAL MEETINGS OF
SHAREHOLDERS
Section
1
All
meetings of shareholders for the election of directors shall be held at such
time and at such place, either within or without the State of Delaware, as may
be fixed from time to time by the Board of
Directors. The Board of Directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication as authorized by Article
IV, Section 6 of these Bylaws. Unless directors are elected by
written consent in lieu of an annual meeting as permitted by Article IV, Section
5 of these Bylaws, an annual meeting of the stockholders for the election of the
directors shall be held on a date and a time as shall be designated by the Board
of Directors and stated in the notice of the meeting. Any other
proper business may be transacted at the annual meeting.
1
Section
2
Written
or printed notice of the annual meeting stating the place, date and hour of the
meeting shall be delivered not less than ten nor more than sixty 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 persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
Section
3
The
officer who has charge of the stock ledger of the corporation shall prepare and
make, or cause a third party to prepare and make, at least 10 days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.
ARTICLE
III
SPECIAL MEETINGS OF
SHAREHOLDERS
Section
1
Special
meetings of shareholders may be held at such time and place within or without
the State of Delaware as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section
2
Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called by
the chairman or the president or vice president(if any) or secretary at the
request in writing of the majority of the members of the Board of Directors or
holders of a majority of the total voting power of all outstanding shares of
stock of this corporation then entitled to vote, and may not be called by the
stockholders absent such request. Any such request shall state the
purpose or purposes of the proposed meeting.
Section
3
Written
or printed notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, by, or at the direction of, the chairman
or the president or vice president, to each shareholder of record entitled to
vote at such meeting. The notice should also indicate that it is being issued
by, or at the direction of, the person calling the meeting.
2
Section
4
The
business transacted at any special meeting of shareholders shall be limited to
the purposes stated in the notice.
Section
5
After
fixing a record date for a meeting, the officer who has charge of the stock
ledger of the Corporation, shall prepare an alphabetical list of the names of
all its shareholders entitled to notice of the meeting, arranged by voting group
with the address of and the number, class, and series, if any, of shares held by
each shareholder. The stock ledger shall be the only evidence as to
who are the shareholders entitled to examine the stock ledger, the list required
by Section 219 of the Delaware General Corporation Law or the books of the
Corporation, or to vote in person or by proxy at any shareholders’
meeting.
ARTICLE
IV
QUORUM AND VOTING OF
STOCK
Section
1
The
holders of a majority of the shares of stock issued and outstanding and entitled
to vote, represented in person or by proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business except as otherwise
provided by statute or by the certificate of incorporation. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting 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 present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 30 day, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting as provided in Section 3 of Article III.
Section
2
If a
quorum is present, the affirmative vote of a majority of the shares of stock
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater or lesser number of shares of stock is required by law or the
certificate of incorporation.
3
Section
3
Each
outstanding share of stock having voting power shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders. A shareholder may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact.
Section
4
The Board
of Directors in advance of any shareholders' meeting may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at a shareholders' meeting may, and, on
the request of any shareholder entitled to vote there-at, shall appoint one or
more inspectors. In case any person appointed as inspector fails to appear or
act, the vacancy may be filled by the Board in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
Section
5
Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at an annual meeting or special meeting of the stockholders of the
corporation, or any action which may be taken at any annual meeting or special
meeting, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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 and shall be delivered to the corporation by delivery to its
registered office in Delaware, to its principal place of business, or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings are recorded.
Section
6
Unless
otherwise restricted in the certificate of incorporation or these Bylaws, the
Board of Directors may in its sole discretion permit stockholders to participate
in meetings of stockholders by means of remote communication and shall be deemed
present in person and permitted to vote at such meeting, provided that (i) the
corporation shall implement reasonable measures to verify that each person
deemed present in person and permitted to vote at such meeting by means of
remote communication is a stockholder, (ii) the corporation shall implement
reasonable measures to provide such stockholders a reasonable opportunity to
participate in such meeting and to vote on matters submitted to the
stockholders, and (iii) if any stockholder votes or takes action at such meeting
by means of remote communication, a record of such vote or other action shall be
maintained by the corporation.
4
ARTICLE
V
DIRECTORS
Section
1
The first
Board of Directors and all subsequent Boards of the Corporation shall consist of
at least one person, unless and until otherwise determined by vote of a majority
of the entire Board of Directors. Directors shall be at least eighteen years of
age and need not be residents of the State of Delaware nor shareholders of the
corporation. The directors, other than the first Board of Directors, shall be
elected at the annual meeting of the shareholders, except as hereinafter
provided, and each director elected shall serve until the next succeeding annual
meeting and until his successor shall have been elected and qualified. The first
Board of Directors shall hold office until the first annual meeting of
shareholders.
Section
2
Any or
all of the directors may be removed, with or without cause, at any time by the
vote of the shareholders at a special meeting called for that purpose. Any
director may be removed for cause by the action of the directors at a special
meeting called for that purpose. If elected by cumulative voting, a director may
be removed only by
the shareholders and then only when the votes cast against his removal would not
be sufficient to elect him if voted cumulatively at an election at which the
same total number of votes were cast and the entire Board or the entire class of
directors of which he is a member were then being elected. If the director being
removed was elected by the holders of the shares of any class or series he
cannot be removed by the directors and may be removed only by the applicable
vote of the holders of shares of that class or series, voting as a
class.
Section
3
Unless
otherwise provided in the certificate of incorporation, newly created
directorships resulting from an increase in the Board of Directors and all
vacancies occurring in the Board of Directors, including vacancies caused by
removal without cause, may be filled by the affirmative vote of a majority of
the Board of Directors, however, if the number of directors then in office is
less than a quorum then such newly created directorships and vacancies may be
filled by a vote of a majority of the directors then in office. A director
elected to fill a vacancy shall hold office until the next meeting of
shareholders at which election of directors is the regular order of business,
and until his successor shall have been elected and qualified. A director
elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualified.
5
Section
4
The
business affairs 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 certificate of incorporation or
by these by-laws directed or required to be exercised or done by the
shareholders.
Section
5
The
compensation of the officers of the Corporation shall be fixed from time to time
by the Board of Directors.
ARTICLE
VI
MEETINGS OF THE BOARD OF
DIRECTORS
Section
1
Meetings
of the Board of Directors, regular or special, may be held either within or
without the State of Delaware.
Section
2
The first
meeting of each newly elected Board of Directors shall be held at such time and
place as shall be fixed by the vote of the shareholders at the annual meeting
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum shall be present,
or it may convene at such place and time as shall be fixed by the consent in
writing of all the directors. In the event that such meeting is not
held at such time, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.
Section
3
Regular
meetings of the Board of Directors may be held upon such notice,
or without notice, and at such time and at such place as shall from time to time
be determined by the Board.
Section
4
Special
meetings of the Board of Directors may be called by the chairman or the
president on one (1) days notice to each director personally or by mail, or on
two (2) days notice to each director by telegram, telefax, telecopier or
telephone; special meetings shall be called by the chairman, the president or
secretary in like manner and on like notice on the written request of two
directors.
6
Section
5
Notice of
a meeting need not be given to any director who submits a signed waiver of
notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section
6
A
majority of the directors shall constitute a quorum for the transaction
of business unless a greater or lesser number is required by law or by the
certificate of incorporation. The vote 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, unless the vote of a greater number is required by law or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.
Section
7
Unless
the certificate of incorporation provides otherwise, any action required or
permitted to be taken at a meeting of the directors or a committee thereof may
be taken without a meeting if a consent in writing to the adoption of a
resolution authorizing the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter
thereof.
Section
8
Unless
otherwise restricted by the certificate of incorporation or these by-laws,
members of the Board of Directors, may participate in a meeting of the Board of
Directors or any committee by means of conference telephone or any other
communications equipment by means of which all persons participating in a
meeting can hear each other and such participation in a meeting shall constitute
presence in person at the meeting.
7
ARTICLE
VII
EXECUTIVE
COMMITTEE
Section
1
The Board
of Directors, by resolution adopted by a majority of the entire board, may
designate, from among its members, one or more committees, each consisting of
one or more directors, and each of which, to the extent provided in the
resolution, shall have all the authority of the board, except as otherwise
required by law.
Vacancies
in the membership of the committee shall be filled by the Board of Directors at
a regular or special meeting of the Board of Directors. Each committee shall
keep regular minutes of its proceedings and report the same to the board when
required.
ARTICLE
VIII
NOTICES
Section
1
Whenever,
under the provisions of the statutes or of the certificate of incorporation or
of these Bylaws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by electronic transmission when such director or stockholder has
consented to the delivery of notice in such form or in writing by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice given by electronic transmission shall be deemed given: (a
if by facsimile telecommunication, when directed to the number at which a
stockholder or director has consented to receive notice; (by) if by electronic
mail, when directed to an electronic mail address at which a
stockholder or director has consented to receive notice to directors may also be
given by telegram, telefax, telecopier or telephone.
Section
2
Whenever
any notice of a meeting is required to be given under the provisions of the
statutes or under the provisions of the certificate of incorporation or these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
8
ARTICLE
IX
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. The Board of Directors in its
discretion may also elect a Chairman of the board of directors. The Board of
Directors may also choose one or more vice-presidents, and one or more assistant
secretaries and assistant treasurers.
Section
2
The Board
of Directors at its first meeting after each annual meeting of shareholders
shall choose a president, a secretary and a treasurer, none of whom need be a
member of the board. Any two or more offices may be held by the same person,
except the offices of president and secretary. Notwithstanding the above, when
all the issued and outstanding stock of the corporation is owned by one person,
such person may hold all or any combination of offices.
Section
3
The Board
of Directors may appoint 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 of Directors.
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 shall be
filled by the Board of Directors.
CHAIRMAN OF THE BOARD OF
DIRECTORS
Section
6
The
Chairman of the Board of Directors shall be a director and shall preside at all
meetings of the Board of Directors at which he shall be present, and shall have
such power and perform such duties as may from time to time be assigned to him
by the Board of Directors.
9
THE
PRESIDENT
Section
7
The
president shall be the chief executive officer of the corporation, shall preside
at all meetings of the shareholders and, in the absence of the Chairman of the
Board of Directors, 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. He shall have the
power to call special meetings of the stockholders or of the Board of Directors
or of the Executive Committee at any time.
Section
8
The
President shall execute bonds, mortgages and other contracts, 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.
THE
VICE-PRESIDENTS
Section
9
The
vice-president or, if there shall be more than one, the vice-presidents in the
order determined by the board of directors, 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 and have such other powers as the Board of
Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT
SECRETARIES
Section
10
The
secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders 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
shareholders 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.
10
Section
11
The
assistant secretary or, if there be more than one, the assistant secretaries in
the order determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT
TREASURERS
Section
12
The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors.
Section
13
He 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 its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.
Section
14
If
required by the Board of Directors, he 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 office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section
15
The
assistant treasurer, or, if there shall be more than one, the assistant
treasurers in the order determined by the Board of Directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time
prescribe.
11
ARTICLE
X
CERTIFICATES FOR
SHARES
Section
1
The
shares of the corporation shall be represented by certificates signed by the
chairman or vice-chairman of the board or the president or a vice-president and
the secretary or an assistant secretary or the treasurer or an assistant
treasurer of the corporation. When the corporation is authorized to issue shares
of more than one 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 shareholder upon request, the designation, relative rights,
preferences and limitations of each such series so far as the same have been
fixed and the authority of the board of directors to designate and fix the
relative rights, preferences and limitations of other series.
Section
2
The
signatures of the officers of the corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or an employee of the
corporation. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of issue.
LOST
CERTIFICATES
Section
3
The board
of directors may direct a new certificate to be issued in place of
any certificate theretofore issued by the corporation alleged to have been lost
or destroyed. When authorizing such issue of a new certificate, the
board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.
TRANSFERS OF
SHARES
Section
4
Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate cancelled and the
transaction recorded upon the books of the corporation.
12
FIXING RECORD
DATE
Section
5
For the
purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of any meeting nor more than sixty days prior to
any other action. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the board fixes a new record date for the adjourned meeting.
REGISTERED
SHAREHOLDERS
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 Delaware.
LIST OF
SHAREHOLDERS
Section
7
A list of
shareholders as of the record date, certified by the corporate officer
responsible for its preparation or by a transfer agent, shall be produced at any
meeting upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.
13
ARTICLE
XI
GENERAL
PROVISIONS
DIVIDENDS
Section
1
Subject
to the provisions of the certificate of incorporation relating thereto, if any,
dividends may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.
Dividends
may be paid in cash, in shares of the capital stock or in the corporation's
bonds or its property, including the shares or bonds of other corporations
subject to any provisions of law and of the certificate 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 fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
CHECKS
Section
3
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 designate.
FISCAL
YEAR
Section
4
The
fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
14
ARTICLE
XII
INDEMNIFICATION
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Section
1
The
corporation shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware as the same now exists or may hereafter be
amended, indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit,
or proceeding in which such person was or is a party or is threatened to be made
a party by reason of the fact that such person is or was a director or officer
of the corporation. For purposes of this Section 1, a "director" or
"officer" of the corporation shall mean any person (i) who is or was a director
or officer of the corporation, (ii) who is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
The
corporation shall be required to indemnify a director or officer in connection
with an action, suit, or proceeding (or part thereof) initiated by such director
or officer only if the initiation of such action, suit, or proceeding (or part
thereof) by the director or officer was authorized by the Board of Directors of
the corporation.
The
corporation shall pay the expenses (including attorney's fees) incurred by a
director or officer of the corporation entitled to indemnification hereunder in
defending any action, suit or proceeding referred to in this Section 1 in
advance of its final disposition; provided, however, that payment of expenses
incurred by a director or officer of the corporation in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by the director or officer to repay all amounts advanced if it
should ultimately be determined that the director of officer is not entitled to
be indemnified under this Section 1 or otherwise.
The
rights conferred on any person by this Article shall not be exclusive of any
other rights which such person may have or hereafter acquire under any statute,
provision of the corporation's Certificate of Incorporation, these Bylaws,
agreement, vote of the stockholders or disinterested directors or
otherwise.
Any
repeal or modification of the foregoing provisions of this Article shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or
modification.
15
INDEMNIFICATION
OF OTHERS
Section
2
The
corporation shall have the power, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware as the same now exists or
may hereafter be amended, to indemnify any person (other than directors and
officers) against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending or completed action, suit, or proceeding, in which such
person was or is a party or is threatened to be made a party by reason of the
fact that such person is or was an employee or agent of the
corporation. For purposes of this Section 2, an "employee" or "agent"
of the corporation (other than a director or officer) shall mean any person (i)
who is or was an employee or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.
INSURANCE
Section
3
The
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.
ARTICLE
XIII
AMENDMENTS
These
by-laws may be amended or repealed or new by laws may be adopted at any regular
or special meeting of shareholders at which a quorum is present or represented,
by the vote of the holders of shares entitled to vote in the election of any
directors, provided notice of the proposed alteration, amendment or repeal be
contained in the notice of such meeting.
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ARTICLE
XIII
No
contract or transaction shall be void or void-able if such contract or
transaction is between the Corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are Directors or Officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the board or
committee which authorizes the contract or transaction or his/her votes are
counted for such purpose, if:
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(a)
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the
material facts as to his/her relationship or interest and as to the
contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
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(b)
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the
material facts as to his/her relationship or relationships or interest and
as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders;
or
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(c)
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the
contract or transaction is fair as to the Corporation as of the time its
is authorized, approved or ratified, by the board of directors, a
committee or the shareholders. Such interested directors may be
counted when determining the presence of a quorum at the board of
directors or committee meeting authorizing the contract or
transaction.
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Dated:
February 22, 2010
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