Attached files
| file | filename |
|---|---|
| S-1 - A.G. Volney Center, Inc | v196530_s1.htm |
| EX-3.1 - A.G. Volney Center, Inc | v196530_ex3-1.htm |
| EX-10.9 - A.G. Volney Center, Inc | v196530_ex10-9.htm |
| EX-10.8 - A.G. Volney Center, Inc | v196530_ex10-8.htm |
| EX-14.1 - A.G. Volney Center, Inc | v196530_ex14-1.htm |
| EX-23.1 - A.G. Volney Center, Inc | v196530_ex23-1.htm |
| EX-99.1 - A.G. Volney Center, Inc | v196530_ex99-1.htm |
| EX-99.3 - A.G. Volney Center, Inc | v196530_ex99-3.htm |
| EX-21.1 - A.G. Volney Center, Inc | v196530_ex21-1.htm |
| EX-10.10 - A.G. Volney Center, Inc | v196530_ex10-10.htm |
| EX-10.11 - A.G. Volney Center, Inc | v196530_ex10-11.htm |
AMENDED
AND RESTATED BYLAWS
OF
BUDDHA
STEEL, INC.
(A
DELAWARE CORPORATION)
ARTICLE
I
NAME AND
PRINCIPAL OFFICE
Section
1. The name of this corporation is:
Buddha
Steel, Inc.
Section
2. The principal office of the corporation shall be located at such place as
shall be designated by the Board of Directors, and it may maintain branch
offices or agents elsewhere, within or without the State of Delaware, as the
Board of Directors may from time to time determine.
Section
3. The corporation shall at all times maintain a registered office and
registered agent within the State of Delaware, at such place within said state
as shall be designated by the Board of Directors.
ARTICLE
II
CAPITAL
STOCK
Section
1. There have been 100,000,000 shares of Common Stock
authorized. There are 10,000,000 shares that have been authorized as
Preferred Stock, and
the preferences, rights and powers
of such
Preferred Shares shall be determined in the discretion of
the Board of Directors.
Section
2. Said shares of stock shall be transferable only on the books of the
corporation or its authorized registration and transfer agent. The
stock transfer records shall be kept by the corporation or the appropriate
designee of the corporation as may be determined by the Board of
Directors.
Section
3. Shares of stock may be represented at all shareholder meetings by the
shareholders of record or by written proxy directed to any other person or legal
entity and filed with the Secretary of the corporation prior to the beginning of
any shareholder meeting. No person, however, shall be entitled to
vote any shares of stock in person or by proxy at any such meeting unless the
same shall have been transferred to him/her on the books of the corporation at
least 30 days prior to the said meeting.
Section
4. Before a new stock certificate shall be transferred or issued to
replace a lost certificate, proof of loss together with proper indemnification
procedures, including an indemnification bond, if requested by the Board of
Directors, shall be furnished by the applicant for the new certificate. Any cost
of reissuing and indemnifying the corporation for reissuing lost certificates
shall be paid by the applicant.
Section
5. The owner as reflected on the books of the corporation, subject to the
provisions of Section 3 of this Article II, shall be entitled to one vote for
each share of stock owned by him/her. No cumulative voting shall be
allowed.
Section
6. The corporation shall not be allowed to vote any Treasury stock held by
it.
Section
7. The Board of Directors may fix a date or dates at which time or times the
persons reflected on the books of
the corporation as shareholders shall
receive dividends or distributions of
the corporate assets.
Section
8. The corporation shall be entitled to treat the holder of record of any share
or shares of stock as the holder in
fact thereof and, accordingly, 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.
Section
9. Shares standing in the name of
another corporation, domestic or
foreign, may be voted by such officer, agent or
proxy as the Bylaws of such corporation may prescribe or,
in the absence of such provision, as the Board of Directors of
such corporation may determine. Shares standing
in the name of a deceased person may be voted by the executor or administrator
of such deceased person, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by
such fiduciary, either in person or by
proxy, but no such fiduciary shall
be entitled to vote shares held in such
fiduciary capacity without
a transfer of such shares into the
name of such fiduciary. Shares standing in the name of a receiver may
be voted by such receiver. A shareholder whose shares are pledged
shall be entitled to vote such shares, unless, in the transfer by the
pledgor on the books of the corporation, he/she has
expressly empowered the pledgee to vote thereon, in which
case only the pledgee or his/her proxy may represent the stock and
vote thereon.
Section
10. There shall be issued no fractional shares of the corporation. In
the event a shareholder shall be entitled to a fractional share by virtue of the
declaration of a stock dividend or stock split or
otherwise, the corporation shall issue to said shareholder
a certificate, called scrip, acknowledging the
right of said shareholder to said fractional share. At
any time that a
shareholder shall become the holder
of sufficient scrip to total one or more whole
shares, then, at the request of
said shareholder, the corporation shall issue
said whole share or shares to
said shareholder. No holder of any scrip shall be entitled
to any vote on account thereof.
Section
11. All issued shares of the corporation shall
be fully paid and
non-assessable; there shall be issued no partially paid shares of the
corporation.
Section
12. Shares of the corporation shall be issued for such consideration
as shall be fixed from time to time by the Board of
Directors; provided, however, that no such shares shall be
issued for consideration less than the par value of such shares.
Section
13. Treasury shares may be disposed of by the corporation for such
consideration as may be fixed from time to time by the Board of
Directors.
ARTICLE
III
MEETINGS
OF SHAREHOLDERS
Section
1. An annual meeting of the shareholders shall be held annually, within five (5)
months of the end of each fiscal year of the Corporation. The annual
meeting shall be held at such time and place and on such date as
the Directors shall determine from time to time and as shall be
specified in the notice of the meeting; at which time
the shareholders shall elect a Board of
Directors and transact such other business as
may be properly brought before the meeting.
Notwithstanding the foregoing, the Board
of Directors may cause the annual meeting
of shareholders to be held on such other date in any year as they
shall determine to be in the best interests of
the corporation; and any business
transacted at said meeting shall have the same validity as if
transacted on the date designated herein.
Notice of
the annual meeting, stating the time and
place thereof, shall be mailed to
each shareholder at his/her address as shown on
the records of the corporation not less than ten (10) days
and not more than sixty (60) days prior to such meeting.
Section
2. For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of
dividends, the Board of Directors may fix
in advance a date as the record date
for any such determination of
shareholders, such date in any case to be not less than
ten (10) nor more than sixty (60) days prior to the date on which the
particular action requiring such determination of shareholders is to
be taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of dividends, the date on which notice of the
meeting is mailed, or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date. When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof.
Section
3. A simple majority of the capital stock issued and outstanding represented in
person or by proxy, shall constitute a quorum for the transaction of business at
any shareholders' meeting.
Section
4. A special meeting of the shareholders may be called at any time by the
President or as directed by a majority vote of the Board of
Directors. The same notice shall be given of
special meetings as is herein provided for the
annual meeting, except that, in the case of special
meetings, the notice shall state
the objective therefor, and no matters may
be considered except those mentioned in said
notice.
Section
5. A special meeting of the shareholders shall be called by the corporation upon
the written request of the holders of not less than twenty-five (25%) percent of
the outstanding shares of the corporation. Such written request shall be
presented to the Secretary of the corporation. The Secretary shall then comply
with the provisions of this Article regarding notice to shareholders of any
special or annual meeting.
Section
6. Notice of meetings, both annual
and special, may be waived by any
shareholder, and his/her presence at
such meetings will constitute such a
waiver.
Section
7. At all meetings of shareholders, all questions shall be determined by a
majority vote of the holders of each class of capital stock entitled
to vote, present in person or by proxy, unless otherwise provided for
by these Bylaws or by the laws of the State of Delaware.
Section
8. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting, without prior notice and
without a vote if written consents are signed by shareholders representing a
majority of the shares entitled to vote at such a meeting, except however, if a
different proportion of voting power is required by law, the Certificate of
Incorporation or these Bylaws, then that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the shareholders of the corporation.
Section
9. The Board of Directors may adopt whatever rules it deems necessary or
desirable for the orderly transaction of business at any meeting of
shareholders; provided that such rules shall be
in writing and shall be
distributed to the shareholders prior to or at
the beginning of said meeting, and provided further that such rules shall not
abrogate any right of the holders of capital stock as defined by statute or by
these Bylaws.
ARTICLE
IV
BOARD OF
DIRECTORS
Section
1. The business and affairs of the corporation shall be managed by its Board of
Directors, which may exercise all powers of the corporation as are not, by
statute, by the Articles of Incorporation or by these Bylaws, directed or
required to be exercised or done by the shareholders.
Section
2. The number of Directors which shall constitute the whole Board shall be not
less than one (1) no more than fifteen (15). Such number of Directors
shall from time to time be fixed and determined by the shareholders and shall be
set forth in the notice of any meeting of shareholders held for the purpose of
electing Directors. The Directors shall be elected at the Annual
Meeting of the Shareholders, except
as provided in Section 3 of
this Article IV, and each Director elected shall hold
office until his/her successor shall be elected and
shall qualify. Except as
provided otherwise herein, Directors need
not be
residents of Delaware nor shareholders of
the corporation.
Section 3.
Any Director may resign at any time by written notice to the
corporation. Any such resignation shall take effect at the date of
receipt of such notice or any later time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. If any vacancy occurs on
the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any Director
or otherwise, or if any
new directorship is created by
an increase in the authorized number
of Directors, a majority of
the Directors then in office, though less than a
quorum, or a sole remaining Director may choose a
successor or fill the
newly created directorship; and a
Director so chosen shall hold office until the next annual
meeting and until his/her successor shall be duly elected
and shall qualify, unless sooner displaced.
Section
4. A regular meeting of the Board of Directors shall be held each year, without
other notice than this Bylaw, at the place of and
immediately following the Annual Meeting
of Shareholders, and other regular meetings of the Board
of Directors shall be
held each year, at such time
and place as the Board of Directors may
provide, by resolution, either within
or without the State of Delaware, without other notice than such
resolution.
Section
5. A special meeting of the Board of Directors may be called by the President
and shall be called by the Secretary on the written request of any two
Directors. The President so calling, or the Directors so requesting,
any such meeting shall fix the time and place, either within or without the
State of Delaware, as the place for holding such meeting.
Section
6. Written notice of special meetings of the Board of Directors shall be given
to each Director at least twenty-four (24) hours prior to the time of any such
meeting. Any Director may waive notice of any meeting. The attendance
of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a
Director attends a meeting for the purpose of objecting 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 special
meeting of the Board of Directors needs to be specified in the notice or waiver
of notice of
such meeting, except that notice shall
be given of any proposed amendment to the Bylaws if it is to be
adopted at any special meeting or with respect to any other matter
where notice is required by statute.
Section
7. A simple majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, and the act of
a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation or by these
Bylaws. If a quorum shall not
be present at any meeting of
the Board of Directors, the
Directors present thereat may adjourn the meeting from
time to time, without notice other
than announcement at the meeting, until a
quorum shall be present.
Section
8. Unless otherwise restricted by the Articles of Incorporation or these Bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof, as provided in Article V of these Bylaws,
may be taken without a meeting; provided that a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
committee.
Section
9. Directors, as such, shall not be entitled to any stated salary for
their services unless voted by the Board of Directors. By resolution
of the Board, a fixed sum
and expenses of attendance, if
any, may be allowed for attendance at each
regular or special meeting of the Board of Directors or any meeting
of a committee of Directors. No provision of
these Bylaws shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation
therefor.
Section
10. Members of the Board of Directors, or any committee designated by
such Board, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting.
ARTICLE
V
COMMITTEES
OF DIRECTORS
Section
1. The Board of Directors may, by resolution passed by a majority of the entire
Board, designate one or more committees, including, if it shall so determine, an
Executive Committee. Each such committee shall consist of two or more
of the Directors of the corporation, which shall have and may exercise such of
the powers of the Board of Directors in the management of the business and
affairs of the corporation as may be provided in this Article and may authorize
the seal of the corporation to be affixed to all papers which may require it.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of such committee. Such committee or committees shall have
such name or names and such authority as may be determined from time to time by
resolution adopted by the Board of Directors.
Section
2. In the event the Board of Directors shall, pursuant to Section 1 of this
Article, designate an Executive Committee to have and exercise the full powers
of the Board of Directors, such power shall extend to the
full limit of the powers of the entire Board
of Directors, except that no committee
of Directors shall have or exercise any of
the following powers: amend the Articles
of Incorporation of
the corporation; undertake any
actions toward
merger or consolidation of
the corporation; recommend the lease, sale
or exchange of all or substantially all of the assets of
the corporation; amend
these Bylaws; declare
any dividend; or authorize the issuance of any
of the stock of the corporation.
Section
3. Each committee of Directors shall keep regular minutes of its proceedings and
report same to the Board of Directors when required.
Section
4. Members of special or standing committees may be allowed compensation for
attending committee meetings, if the Board shall so determine.
ARTICLE
VI
NOTICE
Section
1. Whenever, under the provisions of
the statutes, the Articles of Incorporation or these
Bylaws, notice is required to be given to any Directors, member of
any committee or shareholders, such
notice shall be in writing and shall be delivered personally or mailed to such
Director, member or shareholder or, in the case of a Director or a
member of any committee, may be delivered in person or given orally
by telephone. If mailed, notice to a Director, member of a
committee or shareholder shall be deemed to be
given when deposited in the
United States mail in a sealed envelope, with postage thereon prepaid,
addressed, in the case of a shareholder, to the shareholder at the shareholder's
address as it appears on the records of
the corporation or, in the case of a Director or a member
of a committee, to such person at his/her business address. If sent by
telegraph, notice to a Director or member of a committee shall be deemed to
be given when
the telegram, so addressed, is delivered to
the telegraph company.
Section
2. Whenever any notice is required to be given under the provisions
of the statutes, the Articles of Incorporation or these Bylaws, 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
VII
OFFICERS
Section
1. The officers of the corporation shall be
a President, one or more Vice Presidents, any
one or more of which may
be designated Executive Vice President or
Senior Vice President, a Secretary and a
Treasurer. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, 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 by the Board. Any two or more offices may be held by the
same person. The President shall be elected from among the
Directors. With that exception, none of the other officers need be a
Director, and none of the officers need be a shareholder of the
corporation.
Section
2. The officers of the corporation shall be elected annually by the Board of
Directors at its first regular meeting held after the Annual Meeting of
Shareholders or as soon thereafter as conveniently possible. Each
officer shall
hold office until his/her successor shall have
been chosen and shall have qualified, or until his/her
death or the effective date of his/her resignation
or removal, or
until he/she shall cease to be a Director in
the case of the President.
Section
3. Any officer or agent elected or appointed by the Board of Directors may be
removed without cause by affirmative vote of a majority of
the Board of Directors whenever, in its judgment, the best interests of the
corporation shall
be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed. Any officer may
resign at any time by giving written notice to the corporation. Any such
resignation shall take effect on the date of receipt of such notice or at any
later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section
4. Any vacancy occurring in any office of the corporation by death, resignation,
and removal or otherwise may be filled by the Board of Directors for the
unexpired portion of the term.
Section
5. The salaries of all officers and agents of the corporation shall be fixed by
the Board of Directors or pursuant to its direction, and no officer shall be
prevented from receiving such salary by reason of his/her also being a
Director.
Section
6. The President shall be the chief executive officer of the corporation and
subject to the control of the Board of Directors, shall generally supervise and
control the business and affairs of the corporation. The President
shall preside at all meetings of the Board of Directors and the
shareholders. He/She shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors. The President shall keep the Board of
Directors and the Executive Committee fully informed and shall consult with them
concerning the business of the corporation.
The President may sign, with the Secretary or
any other officer of the
corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and
any deeds, bonds, mortgages, contracts, checks,
notes, drafts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof has been expressly delegated by these
Bylaws or by the Board of Directors to some other officer or agent of the
corporation, or shall be required by law to be otherwise
executed. The President shall vote, or give a proxy to any other
officer of the corporation to vote, all shares of stock of any
other corporation standing in the name of
the corporation and, in
general, shall perform all other duties
incident to the office of President and such other duties as may
be prescribed by the Board of Directors or the Executive Committee
from time to time.
Section
7. In the absence of the President, or in the event of his/her inability or
refusal to act, the Executive Vice President (or, in the event there shall be no
Vice President designated Executive Vice President, any
Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. The Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President, the Board of Directors or the Executive Committee.
Section
8. The Secretary shall: (a) keep the minutes of
the meetings of the shareholders, the Board of Directors
and the committees of Directors; (b) see that
all notices are duly given
in accordance with the provisions of
these Bylaws or as required by law; (c) be custodian of
the corporate records and of
the seal of the corporation, and see that the seal is affixed to
all certificates for shares or a facsimile thereof is
affixed to all certificates for shares prior to the issuance thereof
and to all documents, the execution of
which on behalf of
the corporation under its seal is
duly authorized in accordance with the
provisions of these Bylaws; (d) keep or cause to be kept a register
of the post office address of
each shareholder as furnished by each
shareholder; (e) sign, with
the President, certificates for shares
of the corporation, the issuance of which shall have
been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer
books of the corporation; and (g) in general, perform all
duties incident to the office of Secretary and such other
duties as from time to time may be assigned by the President, the
Board of Directors or
the Executive Committee.
Section
9. If required by the Board of
Directors, the Treasurer shall give a bond for
the faithful discharge of his/her duties
in such sum and with such surety or sureties as the Board
of Directors shall determine. The
Treasurer shall: (a)
have charge and custody of and
be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable
to the corporation from any
source whatsoever and deposit all
such monies in the name of the corporation in such
banks, trust companies or other depositories as
shall be selected in accordance with
the provisions of these Bylaws; (c) prepare or cause to
be prepared, for submission at each
regular meeting of the Directors, at each annual meeting of the shareholders and
at such other times as may be required by the Directors, the
President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and
(d) in general, perform all of the duties incident to
the office of Treasurer and
such other duties as from time to time may be
assigned by the President, Board of Directors or Executive
Committee.
Section
10. The
Assistant Secretaries and Assistant Treasurers shall, in
general, perform such duties as shall be assigned to them
by the Secretary or
the Treasurer, respectively, or
by the President, Board of Directors or
Executive Committee. The Assistant Secretaries and
Assistant Treasurers shall, in the absence of
the Secretary or Treasurer, respectively, perform all
functions
and duties which such absent officers may delegate, but such
delegation shall not relieve the absent officer from
the responsibilities and liabilities of his/her
office. The Assistant Treasurers shall, 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.
ARTICLE
VIII
CONTRACTS,
CHECKS AND DEPOSITS
Section
1. Subject to the provisions of these Bylaws, the Board of Directors may
authorize any officer or officers and agent or agents to enter into any contract
or execute and deliver any such instrument in the name of
and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section
2. All checks, demands, drafts or other orders
for payment of money, notes or other evidences
of indebtedness issued in the name of the corporation
shall be signed by
such officer or officers or
such agent or agents of the corporation and in such manner as may be
determined by the Board of Directors.
Section
3. All funds of
the corporation not otherwise employed shall
be deposited from time to time to the credit of
the corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE
IX
DIVIDENDS
Section
1. Dividends upon the capital stock of the corporation 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 capital stock.
Section
2. Before payment of any dividends, there may be set aside out of any
funds the corporation available for dividends such sum or sums as the
Directors may from time to time, in their
absolute discretion, think proper as a reserve or reserves
to meet contingencies, for
equalizing dividends, for repairing or
maintaining any property of the corporation or
for such other purpose as the
Directors deem conducive to the
best interests of the corporation, and the
Directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE
X
INDEMNIFICATION
Section
1. The Corporation shall indemnify each person who is or was a director,
officer, employee or agent of the Corporation (including the
heirs, executors, administrators or estate of such person)
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 to the full extent permitted under the Delaware Statutes or any
successor law or laws of the Code. Any such indemnification shall be made in
accordance with the provisions of the Delaware Statutes.
Section
2. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any of the above-referenced parties against any
liability, cost, payment or expense, whether or not the Corporation would have
the power to indemnify such person against such liability.
ARTICLE
XI
FISCAL
YEAR
The
fiscal year of the corporation shall be set by resolution of the Board of
Directors.
ARTICLE
XII
AMENDMENTS
TO BYLAWS
At any
regular meeting of the Board of Directors or at any meeting of the Board of
Directors specially called for said purpose, with each
Director having been mailed, along with notice of said meeting, a copy of the
proposed changes in the Bylaws, these Bylaws may be altered, amended
or repealed, in whole or in part, and
new Bylaws may
be adopted in accordance with the
copy of the proposed changes mailed to the Directors by vote of a
majority of said Directors.