Attached files
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S-1 - GOLDEN FORK CORP S-1 08.26.10 - Staffing 360 Solutions, Inc. | forms-1.htm |
EX-3.1 - Staffing 360 Solutions, Inc. | ex3_1.htm |
EX-5.1 - Staffing 360 Solutions, Inc. | ex5_1.htm |
EX-23.1 - Staffing 360 Solutions, Inc. | ex23_1.htm |
EX-99.1 CHARTER - Staffing 360 Solutions, Inc. | ex99_1.htm |
BYLAWS
OF
GOLDEN FORK CORPORATION
I. SHAREHOLDER'S
MEETING.
.01 Annual
Meetings.
The
annual meeting of the shareholders of this Corporation, for the purpose of
election of Directors and for such other business as may come before it, shall
be held at the registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be designated by the notice
of the meeting, on the first week in December of each and every year,
at 1:00 p.m., commencing in 2009 but in case such day shall be a legal holiday,
the meeting shall be held at the same hour and place on the next succeeding day
not a holiday.
.02 Special
Meeting.
Special
meetings of the shareholders of this Corporation may be called at any time by
the holders of ten percent (10%) of the voting shares of the Corporation, or by
the President, or by the Board of Directors or a majority thereof. No
business shall be transacted at any special meeting of shareholders except as is
specified in the notice calling for said meeting. The Board of
Directors may designate any place, either within or without the State of Nevada,
as the place of any special meeting called by the president or the Board of
Directors, and special meetings called at the request of shareholders shall be
held at such place in the State of Nevada, as may be determined by the Board of
Directors and placed in the notice of such meeting.
.03 Notice of
Meeting.
Written
notice of annual or special meetings of shareholders stating the place, day, and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder of record entitled to
vote at the meeting. Such notice shall be given not less than ten
(10) nor more than fifty (50) days prior to the date of the meeting, and such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his/her address as it appears on the stock
transfer books of the Corporation.
.04 Waiver of
Notice.
Notice of
the time, place, and purpose of any meeting may be waived in writing and will be
waived by any shareholder by his/her attendance thereat in person or by
proxy. Any shareholder so waiving shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had been
given.
.05 Quorum
and Adjourned Meetings.
A
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. A majority of the shares represented at a meeting, even
if less than a quorum, may adjourn the meeting from time to time without further
notice. 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. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
.06 Proxies.
At all
meetings of shareholders, a shareholder may vote by proxy executed in writing by
the shareholder or by his/her duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy.
.07 Voting
of Shares.
Except as
otherwise provided in the Articles of Incorporation or in these Bylaws, every
shareholder of record shall have the right at every shareholder's meeting to one
(1) vote for every share standing in his/her name on the books of the
Corporation, and the affirmative vote of a majority of the shares represented at
a meeting and entitled to vote thereat shall be necessary for the
adoption of a motion or for the determination of all questions and business
which shall come before the meeting.
II.
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DIRECTORS.
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.01 General
Powers.
The business and affairs of the
Corporation shall be managed by its Board of Directors.
.02 Number, Tenure and
Qualifications.
The
number of Directors of the Corporation shall be not less than one nor more than
thirteen. Each Director shall hold office until the next annual
meeting of shareholders and until his/her successor shall have been elected and
qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
.03 Election.
The
Directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause the Directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
.04 Vacancies.
In case
of any vacancy in the Board of Directors, the remaining Directors, whether
constituting a quorum or not, may elect a successor to hold office for the
unexpired portion of the terms of the Directors whose place shall be vacant, and
until his/her successor shall have been duly elected and
qualified. Further, the remaining Directors may fill any empty seats
on the Board of Directors even if the empty seats have never been
occupied.
.05 Resignation.
Any
Director may resign at any time by delivering written notice to the secretary of
the Corporation.
.06 Meetings.
At any
annual, special or regular meeting of the Board of Directors, any business may
be transacted, and the Board may exercise all of its powers. Any such
annual, special or regular meeting of the Board of Directors of the Corporation
may be held outside of the State of Nevada, and any member or members of the
Board of Directors of the Corporation may participate in any such meeting by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time; the participation by such means shall constitute presence in person at
such meeting.
A. Annual
Meeting of Directors.
Annual
meetings of the Board of Directors shall be held immediately after the annual
shareholders' meeting or at such time and place as may be determined by the
Directors. No notice of the annual meeting of the Board of Directors
shall be necessary.
B. Special
Meetings.
Special
meetings of the Directors shall be called at any time and place upon the call of
the president or any Director. Notice of the time and place of each
special meeting shall be given by the secretary, or the persons calling the
meeting, by mail, radio, telegram, or by personal communication by telephone or
otherwise at least one (1) day in advance of the time of the
meeting. The purpose of the meeting need not be given in the
notice. Notice of any special meeting may be waived in writing or by
telegram (either before or after such meeting) and will be waived by any
Director in attendance at such meeting.
C. Regular
Meetings of Directors.
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Regular
meetings of the Board of Directors shall be held at such place and on such day
and hour as shall from time to time be fixed by resolution of the Board of
Directors. No notice of regular meetings of the Board of Directors
shall be necessary.
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.07 Quorum
and Voting.
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A
majority of the Directors presently in office shall constitute a quorum for all
purposes, but a lesser number may adjourn any meeting, and the meeting may be
held as adjourned without further notice. At each meeting of the
Board at which a quorum is present, the act of a majority of the Directors
present at the meeting shall be the act of the Board of
Directors. 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.
.08 Compensation.
By
resolution of the Board of Directors, the Directors may be paid 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.
.09 Presumption
of Assent.
A
Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his/her dissent shall be entered in the
minutes of the meeting or unless he/she shall file his/her written dissent to
such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who
voted in favor of such action.
.10 Executive
and Other Committees.
The Board
of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an executive committee and one
of more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors, in reference to amending the Articles of Incorporation, adoption a
plan of merger or consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially all the property
and assets of the dissolution of the Corporation or a revocation thereof,
designation of any such committee and the delegation thereto of authority shall
not operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
.11 Chairman
of Board of Directors.
The Board
of Directors may, in its discretion, elect a chairman of the Board of Directors
from its members; and, if a chairman has been elected, he/she shall, when
present, preside at all meetings of the Board of Directors and the shareholders
and shall have such other powers as the Board may prescribe.
.12 Removal.
Directors
may be removed from office with or without cause by a vote of shareholders
holding a majority of the shares entitled to vote at an election of
Directors.
III. ACTIONS
BY WRITTEN CONSENT.
Any
corporate action required by the Articles of Incorporation, Bylaws, or the laws
under which this Corporation is formed, to be voted upon or approved at a duly
called meeting of the Directors or shareholders may be accomplished without a
meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
IV. OFFICERS.
.01 Officers
Designated.
The
Officers of the Corporation shall be a president, one or more vice presidents
(the number thereof to be determined by the Board of Directors), a secretary and
a treasurer, each of whom shall be elected by the Board of
Directors. Such other Officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors. Any Officer may be held by the same person, except that in
the event that the Corporation shall have more than one director, the offices of
president and secretary shall be held by different persons.
.02 Election, Qualification
and Term of Office.
Each of
the Officers shall be elected by the Board of Directors. None of said
Officers except the president need be a Director, but a vice president who is
not a Director cannot succeed to or fill the office of president. The
Officers shall be elected by the Board of Directors. Except as
hereinafter provide, each of said Officers shall hold office from the date of
his/her election until the next annual meeting of the Board of Directors and
until his/her successor shall have been duly elected and qualified.
.03 Powers
and Duties.
The powers and duties of the respective
corporate Officers shall be as follows:
A. President.
The
president shall be the chief executive Officer of the Corporation and, subject
to the direction and control of the Board of Directors, shall have general
charge and supervision over its property, business, and
affairs. He/she shall, unless a Chairman of the Board of Directors
has been elected and is present, preside at meetings of
the shareholders and the Board of Directors.
B. Vice
President.
In the
absence of the president or his/her inability to act, the senior vice president
shall act in his place and stead and shall have all the powers and authority of
the president, except as limited by resolution of the Board of
Directors.
C. Secretary.
The secretary shall:
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Keep
the minutes of the shareholder's and of the Board of Directors meetings in
one or more books provided for that purpose;
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2. |
See
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;
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3. |
Be
custodian of the corporate records and of the seal of the Corporation and
affix the seal of the Corporation to all documents as may be
required;
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4. |
Keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder;
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5. |
Sign
with the president, or a vice president, certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;
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6. |
Have
general charge of the stock transfer books of the corporation;
and,
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7. |
In
general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him/her by the
president or by the Board of
Directors.
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D. Treasurer.
Subject
to the direction and control of the Board of Directors, the treasurer shall have
the custody, control and disposition of the funds and securities of the
Corporation and shall account for the same; and, at the expiration of his/her
term of office, he/she shall turn over to his/her successor all property of the
Corporation in his/her possession.
E. Assistant Secretaries and
Assistant Treasurers.
The
assistant secretaries, when authorized by the Board of Directors, may sign with
the president or a vice president certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall, respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall
determine. The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the secretary
or the treasurer, respectively, or by the president or the Board of
Directors.
.04 Removal.
The Board
of Directors shall have the right to remove any Officer whenever in its judgment
the best interest of the Corporation will be served thereby.
.05 Vacancies.
The Board
of Directors shall fill any office which becomes vacant with a successor who
shall hold office for the unexpired term and until his/her successor shall have
been duly elected and qualified.
.06 Salaries.
The
salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
V. SHARE
CERTIFICATES
.01 Form
and Execution of Certificates.
Certificates
for shares of the Corporation shall be in such form as is consistent with the
provisions of the Corporation laws of the State of Nevada. They shall
be signed by the president and by the secretary, and the seal of the Corporation
shall be affixed thereto. Certificates may be issued for fractional
shares.
.02 Transfers.
Shares
may be transferred by delivery of the certificates therefor, accompanied either
by an assignment in writing on the back of the certificates or by a written
power of attorney to assign and transfer the same signed by the record holder of
the certificate. Except as otherwise specifically provided in these
Bylaws, no shares shall be transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the
Corporation.
.03 Loss or Destruction of
Certificates.
In case
of loss or destruction of any certificate of shares, another may be issued in
its place upon proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the Corporation. A new certificate
may be issued without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
VI. BOOKS
AND RECORDS.
.01 Books of Accounts,
Minutes and Share Register.
The
Corporation shall keep complete books and records of accounts and minutes of the
proceedings of the Board of Directors and shareholders and shall keep at its
registered office, principal place of business, or at the office of its transfer
agent or registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the number of
shares held by each.
.02 Copies of
Resolutions.
Any
person dealing with the Corporation may rely upon a copy of any of the records
of the proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the president or secretary.
VII. CORPORATE
SEAL.
The
Corporation is not required to have a corporate seal.
VIII. LOANS.
No loans
shall be made by the Corporation to its Officers or Directors
IX. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
.02 Derivative
Action
The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in the Corporation's favor by
reason of the fact that such person is or was a Director, Trustee, Officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) and amount paid in settlement actually
and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to amounts paid in settlement,
the settlement of the suit or action was in the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or willful misconduct in the performance of
such person's duty to the Corporation unless and only to the extent that, the
court in which such action or suit was brought shall determine upon application
that, despite circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or
settlement shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation.
.03 Successful
Defense.
To the
extent that a Director, Trustee, Officer, employee or Agent of the Corporation
has been successful on the merits or otherwise, in whole or in part in defense
of any action, suit or proceeding referred to in Paragraphs .01 and .02 above,
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
.04 Authorization.
Any
indemnification under Paragraphs .01 and .02 above (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, Trustee, Officer, employee
or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Paragraphs .01 and .02
above. Such determination shall be made (a) by the Board of Directors
of the Corporation by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (b) is such a quorum is
not obtainable, by a majority vote of the Directors who were not parties to
such action, suit or proceeding, or (c) by independent legal counsel
(selected by one or more of the Directors, whether or not a quorum and whether
or not disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this Paragraph
.04 may determine that a person has met the standards therein set forth as to
some claims, issues or matters but not as to others, and may reasonably prorate
amounts to be paid as indemnification.
.05 Advances.
Expenses
incurred in defending civil or criminal action, suit or proceeding shall be paid
by the Corporation, at any time or from time to time in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Paragraph .04 above upon receipt of an undertaking by or on behalf
of the Director, Trustee, Officer, employee or agent to repay such amount unless
it shall ultimately be by the Corporation is authorized in this
Section.
.06 Nonexclusivity.
The
indemnification provided in this Section shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law, bylaw,
agreement, vote of shareholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a
person.
.07 Insurance.
The
Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a Director, Trustee, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
assessed against such person in any such capacity or arising out of
such person's status as such, whether or not the corporation would
have the power to indemnify such person against such liability.
.08 "Corporation"
Defined.
For
purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, an constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the power and authority to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting stock of which
is owned by such constituent corporation or is or was serving at the request of
such constituent corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section with respect to
the resulting or surviving Corporation as such person would have with respect to
such constituent corporation if its separate existence had
continued.
X. AMENDMENT
OF BYLAWS.
.01 By
the Shareholders.
These
Bylaws may be amended, altered, or repealed at any regular or special meeting of
the shareholders if notice of the proposed alteration or amendment is contained
in the notice of the meeting.
.02 By the Board of
Directors.
These
Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special meeting of
the Board.
XI.
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FISCAL
YEAR.
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The fiscal year of the Corporation shall be set by resolution of the Board of Directors.
XII. RULES
OF ORDER.
The rules
contained in the most recent edition of Robert's Rules or Order, Newly Revised,
shall govern all meetings of shareholders and Directors where those rules are
not inconsistent with the Articles of Incorporation, Bylaws, or special rules or
order of the Corporation.
XIII.
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REIMBURSEMENT
OF DISALLOWED EXPENSES.
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If any
salary, payment, reimbursement, employee fringe benefit, expense allowance
payment, or other expense incurred by the Corporation for the benefit of an
employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the
disallowance. This legally enforceable obligation is in accordance
with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the
purpose of entitling such employee to a business expense deduction for the
taxable year in which the repayment is made to the Corporation. In
this manner, the Corporation shall be protected from having to bear the entire
burden of disallowed expense items.