VECAST INC - FORM S-1 - EX-3.2 - BYLAWS - December 14, 2010

Attached files

file filename
S-1 - VECAST, INC. - VECAST INCvecasts1121410.htm
EX-5.1 - LEGAL OPINION - VECAST INCex51.htm
EX-3.1 - ARTICLES OF INCORPORATION - VECAST INCex31.htm
EX-21.1 - SUBSIDIARIES - VECAST INCex211.htm
EX-23.1 - AUDITOR CONSENT - VECAST INCex231.htm
EX-99.1 - SUBSCRIPTION AGREEMENT - VECAST INCex991.htm
 








BYLAWS

OF

VECAST, INC.














 
 
 


Table of Content
 
   Page
ARTICLE I - Offices
1
Section 1                      Principal Offices
1
 
    1
1ARTICLE II - Shareholders
1
Section 2.1                      Annual Meeting
1
Section 2.2                      Special Meeting
1
Section 2.3                      Place of Meetings
1
Section 2.4                      Notice of Meeting
2
Section 2.5                      Quorum 
   2
Section 2.6                      Quorum 
   2
Section 2.7                      Proxy           
   3
Section 2.8                      Voting Waiver of Notice or Consent by Absent Shareholders
3
Section 2.9                      Informal Action of Shareholders
3
Section 2.10                    Shareholder Action by Written Consent without a Meeting
   3
   
ARTICLE III - Directors
3
Section 3.1                      Powers 
   3
Section 3.2                      Number of Directors
4
Section 3.3                      Election and Term of Office
4
Section 3.4                      Vacancies
4
Section 3.5                      Place of Meeting by Telephone
4
Section 3.6                      Regular Meeting
4
Section 3.7                      Special Meeting
4
Section 3.8                      Quorum 
   4
Section 3.9                      Waiver of Notice
5
Section 3.10                    Action without Meeting
5
Section 3.11                    Fees and Compensation
5
   
ARTICLE 4 - Offices
5
Section 4.1                      Officers5
   5
Section 4.2                      Election of Officers
5
Section 4.3                      Vacancies in Officers
6
Section 4.4                      Chairman of the Board
6
Section 4.5                      President
6
Section 4.6                      Vice President
6
Section 4.7                      Secretary
6
Section 4.8                      Chief Financial Officer
7
   
ARTICLE 5 - Indemnification of Directors, Officers, Employees and Other Agents
7
Section 5.1                      Indemnification
7
 
 
 
 
 
 
 
   Page
ARTICLE 6 - Issuance and Transference of Shares
7
Section 6.1                      Certificates for paid Unpaid Shares
7
Section 6.2                      Share Certificates
7
Section 6.3                      Replacement of Certificates
7
Section 6.4                      Transfer of Shares
8
   
ARTICLE 7 - Records and Reports
8
Section 7.1                      Inspection of Books and Records
8
Section 7.2                      Annual Report to Shareholders
8
   
ARTICLE 8 - Amendment of Bylaws
8
Section 8.1                      Amendment of Bylaws by Shareholders
8
Section 8.2                      Amendment of Bylaws by Directors
8
 
 
 
 
 
 
 
 
 
    ARTICLE 1: OFFICES

The principal office of the Corporation in the State of Delaware shall be located in Beijing, China. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE 2: SHAREHOLDERS

SECTION 2.1   Annual Meeting.                                                      The annual meeting of the shareholders shall be held on the 12th day in the month of April in each year, beginning with the year 2004, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If this day falls on a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2.2   Special Meetings.                                                                Special meetings of the shareholders, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10 %) of all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 2.3 Place of Meeting.   The Board of Directors may designate any place, either within or without the State of Delaware, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Delaware, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.

SECTION 2.4   Notice of Meeting.   Written notice stating the place and day of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, unless otherwise prescribed by statute, shall be delivered not less than ten (10 ) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record.   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 any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least twenty (20) days immediately preceding such meeting. In lieu of closing the stock transfer books, 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 more than (20) days and, in case of a meeting of shareholders, not less than twenty (20) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.
 
 
 
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If the stock transfer books are not closed and no record date is fixed, 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 for such determination of shareholders. 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 6. Quorum. 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. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented 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 noticed. 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.

SECTION 7. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or 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.

SECTION 8. Voting.  The shareholders vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun.  On any matter other than election of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares, or vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by Delaware General Corporation Law or by the certificate of incorporation.

At a shareholders meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder's shares) unless the candidates names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes.  If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates as the shareholder thinks fit.  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

SECTION 2.9   Informal Action by Shareholders. 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 if a
consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 2.10   Waiver of Notice or Consent by Absent Shareholders.  The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
 
 
 
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Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

SECTION 2.11  Shareholder Action by Written Consent Without A Meeting.  Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.  In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.  All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.



ARTICLE 3: BOARD OF DIRECTORS

SECTION 3.1   General Powers.   Subject to the certificate of incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 3.2   Number, Tenure and Qualifications. The authorized number of directors of the Corporation shall be in no event less than two (2). This number may be changed by a dully adopted amendment to the certificate of incorporation, or by an amendment to this Bylaw adopted by the vote or written consent of holders of majority of the outstanding shares entitled to vote.  Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3.3   Regular Meetings.   A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

SECTION 3.4   Special Meetings.   Special meetings of the Board of Directors may be called by or at the request of the President, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 3.5   Notice.   Notice of any special meeting shall be given at least three (3) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
 
 
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SECTION 3.6   Place of Meetings by Telephone.  Regular meetings of the board of directors may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the board of directors.  In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation.  Special meetings of the board shall be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting, or if not stated in the notice or if there is no notice, at the principal executive office of the corporation.  Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

SECTION 3.7   Quorum.   A majority of the number of directors fixed by Section 2 of this Article 3 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without further notice.

SECTION 3.8   Action Without a Meeting.   Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.  Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

SECTION 3.9   Vacancies.   Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the remaining term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

SECTION 3.10 Compensation. By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation thereof.

SECTION 3.11   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 dissent shall be entered in the minutes of the meeting or unless he shall file his 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.


ARTICLE 4: OFFICERS

SECTION 4.1   Officers.   The officers of the Corporation shall be a President, 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, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be directors or shareholders of the Corporation.
 
 
 
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SECTION 4.2   Election and Term of Office.   The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 4.3   Removal.   Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be.

SECTION 4.4   Vacancies.   A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the remaining portion of the term.

SECTION 4.5   President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 4.6  Vice President.   In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors, or if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws, and the president or the Chairman of the Board.

SECTION 4.7   Secretary.   The Secretary shall:
(a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose; (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 of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a share register or a duplicate share register showing the names of all shareholders and their address, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation; (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 the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 4.8   Treasurer. 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 moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) 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 to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
 
 
 
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SECTION 4.9   Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.


ARTICLE 5: INDEMNITY

The Corporation shall indemnify its directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may become involved, by reason of his being or having been 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 the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

(b) The Corporation shall provide to 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 the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

(c)           The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.


ARTICLE 6
 CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 6.1   Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 6.2   Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 6.3  Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 6.4  Deposits. 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.
 
 
 
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ARTICLE 7
CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 7.1 Certificates for Shares. Form of certificates representing shares of the Corporation shall be determined by the Board of Directors. Certificates for shares of the corporation shall be issued when fully paid, and may be issued prior to full payment under such restrictions as the board of directors may deem to be in compliance with the regulations of the laws of the State of Delaware.  Such Certificate shall be signed by the President and the Secretary, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 7.2 Transfer of Shares. Subject to the terms and provisions of any agreement which may now or hereafter restrict the transfer of the corporation's shares, shares of the corporation may be transferred in any manner permitted by law, but, such transfer shall not be valid, except as to the parties thereto, until the same is entered upon the books of the corporation and until the old certificates are surrendered and canceled.  The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the Bylaws of this corporation to the same extent as if he had signed a written assent thereto.


ARTICLE 8: FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.


ARTICLE 9: DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

ARTICLE 10: CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, Corporate Seal.


ARTICLE 11: WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Certificate of Incorporation or under the provisions of the applicable Business Corporation Act, 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.


ARTICLE 12: AMENDMENTS OF BYLAWS

SECTION 1: Amendment of bylaws by Shareholders.   These Bylaws may be altered, amended or repealed and new or additional Bylaws may be adopted by the vote of the shareholders entitled to exercise a majority of the voting power of the corporation or the written assent of such shareholders, except where a greater number is required by law.
 
 
 
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SECTION 2: Amendment of bylaws by Directors.   Subject to the right of the shareholders to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or repealed at any regular or special meeting of the Board of Directors by a majority vote of the directors present at which a quorum is present; provided, however, that the board of directors may not adopt a bylaw or amendments thereof changing the authorized number of directors.

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 14th day of April, 2003

/s/ Lily Kuo
_______________________________
Secretary


 
 
 

 
 
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