EXHIBIT 3.2

BY-LAWS

OF

SAFETY QUICK LIGHTING & FANS CORP.

 

Article I

OFFICES

 

The Corporation shall have offices at such places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

Article II

STOCKHOLDERS

 

Section 2.1            Annual Meetings:  Annual meetings of stockholders shall be held on a date and at a time at such place, within or without the State of Florida, as the Board of Directors shall determine.  At the annual meeting of stockholders, directors shall be elected and there shall be transacted such other business as may properly come before said meeting.

 

Section 2.2            Special Meetings:  Special meetings of stockholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the President or the order of the Chairman of the Board or by the President or Secretary or an Assistant Secretary whenever requested in writing to do so by stockholders owning not less than majority of all the outstanding shares of the Corporation entitled to vote for directors as of the date of such request.  Such request shall state the purpose or purposes of the proposed special meeting.  Such meetings shall be held at such place and on a date and at such time as may be designated in the notice thereof by the officer of the Corporation calling any such meeting.

 

Section 2.3            Notice of Meetings:  Except as otherwise provided by law, notice of the time and place and, in the case of special meetings, the purpose or purposes, of every meeting of stockholders shall be mailed at least ten (10) days previous thereto to each stockholder of record entitled to such notice at the address of such person which appears on the books of the Corporation or to such other address as any stockholder shall have furnished in writing to the Secretary of the Corporation for such purpose.

 

Section 2.4            Quorum:  Except as otherwise expressly provided by law, the holders of a majority of the stock of the Corporation entitled to vote at any meeting of stockholders must be present in person or by proxy at such meeting to constitute a quorum.  Less than such quorum, however, shall have the power to adjourn any meeting from time to time without notice.

 

Section 2.5            Voting:  If a quorum is present, and except as otherwise expressly provided by law, the vote of a majority of the shares of stock represented at the meeting shall be the act of the stockholders.  At any meeting of stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share, and may exercise such voting right either in person or by proxy.

 

Section 2.6            Fixing of Record Date:  The Board of Directors may fix a day, not more than sixty (60) nor fewer than ten (10) days prior to the day of holding any meeting of stockholders, as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined, and only stockholders of record at the close of business on such day shall be entitled to notice of or to vote at such meeting.  The Board of Directors may fix a time not exceeding sixty (60) days preceding the date fixed for the payment of any dividend, the making of any distribution, the allotment or exercise of any rights or the taking of any other action as a record time for the determination of the stockholders entitled to receive any such dividend, distribution or allotment, or for the purpose of such other action.

 Section 2.7            Action Without a Meeting: Unless otherwise provided in the certificate of incorporation or by law, any action required to be taken at any annual or special meeting of stockholders or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent 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. Prompt notice of the undertaking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

 

Article III

 

DIRECTORS

 

Section 3.1            Number:  The affairs, business and property of the Corporation shall be managed by a Board of Directors to consist of note less than five directors.  The number of directors may be determined either by the vote of a majority of the entire Board or by vote of the stockholders.  A director need not be a stockholder of the Corporation.

 

Section 3.2            How Elected:  Except as otherwise provided by law or Section 4 of this Article, the directors of the Corporation, other than the first Board of Directors elected by the Incorporator, shall be elected by the stockholders.  Each director shall be elected to serve until the next annual meeting of stockholders and until their successor shall have been duly elected and qualified, except in the event of their death, resignation, removal or the earlier termination of their term of office.

 

Section 3.3            Removal:  Any or all of the directors may be removed, with or without cause, by a majority vote of the stockholders.  Any director may be removed for cause by action of a majority of the Board of Directors.

 

Section 3.4            Vacancies:  Vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, failure of the stockholders to elect the whole Board at any annual meeting of stockholders or for any other reason, including removal of directors for or without cause, may be filled either by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board, or by the stockholders.

 

Section 3.5            Regular Meetings:  Regular meetings of the Board of Directors may be held at such time and place as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting.  Except as otherwise provided by law, any business may be transacted at any regular meeting.

 

Section 3.6            Special Meetings:  Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called from time to time by the President, or the Chairman of the Board or any other officer of the Corporation who is a member of the Board.  The President or the Secretary shall call a special meeting of the Board upon written request directed to either of them by a majority of the Board of Directors stating the time, place and purposes of such special meeting.  Special meetings of the Board shall be held on a date and at such time and at such place as may be designated in the notice thereof by the officer calling the meeting.

 

Section 3.7            Notice of Special Meetings:  Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least forty-eight (48) hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least twenty-four (24) hours prior to such meeting.  For the purpose of this section, notice will be deemed to be duly given to a director if given to them orally (including by telephone) or if such notice be delivered to such director in person or be mailed, telegraphed, cabled, telexed, photocopied or otherwise delivered by facsimile transmission, to their last known address.

 

Section 3.8            Quorum:  At any meeting of the Board of Directors, a majority of the entire Board shall constitute a quorum (except as provided in Section 4 of this Article III), but less than a quorum may adjourn a meeting.  Except as otherwise provided by law or in these By-laws provided, any action taken by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the action of the Board of Directors.

Section 3.9            Action Without a Meeting: Unless otherwise restricted by the Certificate of Incorporation or by law, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

Section 3.10        Conference Telephone:  Members of the Board of Directors or any committee of the Board of Directors 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 such participation shall constitute presence in person at such meeting.

 

Section 3.11        Compensation of Directors and Members of Committees:  The Board may from time to time, in its discretion, fix the amounts, which shall be payable to members of the Board of Directors and to members of any committee, for attendance at the meetings of the Board or of such committee and for services rendered to the Corporation.

 

Section 3.12        Reliance Upon Financial Statements:  In discharging their duties, directors and officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the President or the officer of the Corporation having charge of its books of accounts, or as stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

 

Article IV

 

COMMITTEES

 

The Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate from among its members an executive committee and other committees each to consist of one or more of the directors of the Corporation, each of which, to the extent provided in said resolution or resolutions, or in these By-laws, shall have and may exercise, to the extent permitted by law, the powers of the Board of Directors in the management of the business and affairs of the Corporation and may have powers to authorize the seal of the Corporation to be affixed to all papers which may require it, and to declare dividends and to authorize the issuance of stock.  Members of such committees shall hold office for such period as may be prescribed by the vote of a majority of the entire Board of Directors, subject, however, to removal at any time by the Board of Directors.  Vacancies in membership of such committees shall be filled by the Board of Directors. Committees may adopt their own rules of procedure and may meet at a stated time or on such notice as they may determine.  Each committee shall keep a record of its proceedings and report the same to the Board when required.

 

Article V

 

OFFICERS

 

Section 5.1            Number and Designation:  The Board of Directors may elect a Chairman of the Board, a President, one or more Executive Vice-Presidents, one or more Vice-Presidents, a Secretary and a Treasurer, Assistant Secretaries, Assistant Treasurers, and such other officers, as it may deem necessary.  Any two or more offices may be held by the same person. The salaries of executive officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors.  The Board of Directors may at any meeting elect additional executive officers.  Each officer shall hold office until the first meeting of the Board of Directors following the next annual election of directors and until their successor shall have been duly elected and qualified, except in the event of the earlier termination of their term of office through death, resignation, removal or otherwise.  Any executive officer may be removed by the Board at any time with or without cause.  Any vacancy in an office may be filled for the unexpired portion of the term of such office by the Board of Directors at any regular or special meeting.

 

Section 5.2         Chairman of the Board: The Chairman of the Board shall preside at all meetings of stockholders and directors at which they are present and shall have such other powers and perform such other duties as may be assigned to them by the Board of Directors.

Section 5.3            President:  The President shall be the Chief Executive Officer of the Corporation, shall be responsible for the general management of the affairs of the Corporation, shall have the powers and duties usually incident to the office of President, except as specifically limited by appropriate resolution of the Board of Directors, and shall have such other powers and perform such other duties as may be assigned to them by the Board of Directors. In the absence of the Chairman, or if the office of Chairman is vacant, the President shall preside at all meetings of stockholders at which they are present.

 

Section 5.4            Executive Vice-Presidents:  In the absence or inability to act of the President, or if the office of President is vacant, any Executive Vice-President shall perform all the duties and may exercise all the powers of the President, subject to the right of the Board of Directors to extend or confine such powers and duties or to assign them to others.  Executive Vice-Presidents shall have such other powers and shall perform such other duties as may be assigned to them by the Board of Directors or the President.

 

Section 5.5            Chief Financial Officer: The Chief Financial Officer shall be the principal financial officer of the Company, and shall have such duties as the Board, by resolution, shall determine. In the absence or disability of the Chief Financial Officer, the Chairman of the Board’s Audit Committee may designate a person to exercise the powers of such office.

 

Section 5.6            Treasurer:  The Treasurer shall have general supervision over the care and custody of the money, bills, funds, securities and other valuable effects of the Corporation and shall deposit the same or cause the same to be deposited in the name of the Corporation in such depositories as the Board of Directors may designate, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall have supervision over the accounts of all receipts and disbursements of the Corporation, shall, whenever required by the board, render or cause to be rendered financial statements or records of the Corporation, shall have the power and perform the duties usually incident to the office of Treasurer, and shall have such other powers and perform such other duties as may be assigned to them by the Board of Directors or the President.

 

Section 5.7            Secretary:  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors at which they are present, shall have supervision over the giving and serving of notices of the Corporation, shall be the custodian of the corporate records and of the corporate seal of the Corporation, shall exercise the powers and perform the duties usually incident to the office of Secretary and shall exercise such other powers and perform such other duties as may be assigned to them by the Board of Directors or the President or such other executive officers as the Board may from time to time appoint.

 

a.       One person may hold two or more offices, except that no person shall simultaneously hold the offices of President and Secretary.

 

Section 5.8           Other Executive Officers: Officers other than those listed and described in Sections 2 through 8 of this Article V shall exercise such powers and perform such duties as may be assigned to them by the Board of Directors or the President.

 

Section 5.9           Delegation of Duties of Executive Officers:  The Board of Directors may delegate the duties and powers of any officer, agent or employee of the Corporation to any other officer, agent, employee or director for a specified time during the absence of any such person or for any other reason that the Board of Directors may deem sufficient.

 

Article VI

 

INDEMNIFICATION

 

Each person who is, has been, or shall hereafter be, a director, officer, employee or agent of the Corporation, or who is serving, may have served, or shall serve at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation to the fullest extent to which indemnification is permitted by the Florida Business Corporation Act. The foregoing rights of indemnification shall inure to the benefit of the personal representatives of such persons, and shall be in addition to any other rights to which any such persons may be entitled to at law or agreement or otherwise.

Section 6.1            The Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person who is or was or has agreed to become a director or officer of the Company (hereinafter, a “director” or “officer”) and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (including any appeal therein), whether civil, criminal, administrative, investigative, legislative or otherwise (hereinafter, a “proceeding“), including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Company, or, while a director or officer of the Company, is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties, and (ii) costs, charges and expenses, including attorneys fees (hereinafter, “expenses”), incurred in connection with such proceeding, provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the foregoing, except as provided in Paragraph E with respect to a suit to enforce rights to indemnification or advancement of expenses under this Article VI, the Company shall be required to indemnify a director or officer under this Paragraph A in connection with any suit (or part thereof) initiated by such person only if such suit (or part thereof) was authorized by the Board of Directors.

 

Section 6.2            In addition to the right to indemnification conferred by Paragraph A, a director or officer of the Company shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, also have the right to be paid by the Company the expenses incurred in defending any proceeding in advance of the final disposition of such proceeding upon delivery to the Company of an undertaking by or on behalf of such person to repay any amounts so advanced if (i) such person is ultimately found, under the procedure set forth in Paragraph C or by a court of competent jurisdiction, not to be entitled to indemnification under this Article VI or otherwise, or (ii) where indemnification is granted, to the extent the expenses so advanced by the Company exceed the indemnification to which such person is entitled.

 

Section 6.3            To receive indemnification under Paragraph A, a director or officer of the Company shall submit to the Company a written request, which shall include documentation or information that is necessary to determine the entitlement of such person to indemnification and that is reasonably available to such person. Upon receipt by the Company of a written request for indemnification, if required by the Florida Business Corporation Law, a determination with respect to the request shall be made (i) by the Board of Directors, acting by a quorum consisting of directors who are not parties to the proceeding upon a finding that the director or officer has met the applicable standard of conduct set forth in the Florida Business Corporation Law, or (ii) if a quorum of such disinterested directors is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the director or officer has met the applicable standard of conduct set forth in the Florida Business Corporation Law or by the shareholders upon a finding that such person has met such standard of conduct. The determination of entitlement to indemnification shall be made, and such indemnification shall be paid in full, within 90 days after a written request for indemnification has been received by the Company. Upon making a request for indemnification, a director or officer shall be presumed to be entitled to indemnification and the burden of establishing that a director or officer is not entitled to indemnification under this Article VI or otherwise shall be on the Company.

 

Section 6.4            To receive an advancement of expenses under Paragraph B, a director or officer shall submit to the Company a written request, which shall reasonably evidence the expenses incurred by such person and shall include the undertaking required by Paragraph B. Expenses shall be paid in full within 30 days after a written request for advancement has been received by the Company.

Section 6.5            If a claim for indemnification or advancement of expenses is not paid in full by the Company or on its behalf within the time frames specified in Paragraph C or D, as applicable, a director or officer of the Company may at any time thereafter bring suit against the Company in a court of competent jurisdiction to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a director or officer of the Company to enforce a right to indemnification or advancement of expenses under this Article VI, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that such person is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Company.

 

Section 6.6            Notwithstanding any other provision of this Article VI, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, a director or officer of the Company shall be entitled to indemnification against all expenses incurred by such person or on such person’s behalf if such person appears as a witness or otherwise incurs legal expenses as a result of or related to such person’s service (i) as a director or officer of the Company, or (ii) while a director or officer of the Company, at any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Company, in any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding to which such person neither is, nor is threatened to be made, a party.

 

Section 6.7            The Company may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such purpose, provide indemnification to employees or agents of the Company who are not officers or directors of the Company with such scope and effect as determined by the Board, or such committee.

 

Section 6.8            The Company may indemnify any person to whom the Company is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the Florida Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the advancement of expenses authorized by this Paragraph H shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise.

 

Section 6.9            The rights conferred by this Article VI shall be contract rights and shall vest at the time a person agrees to become a director or officer of the Company. Such rights shall continue as to a person who has ceased to be a director or officer of the Company and shall extend to the heirs and legal representatives of such person. Any repeal or modification of the provisions of this Article VI shall not adversely affect any right or protection hereunder of any director or officer in respect of any act or omission occurring prior to the time of such repeal or modification.

 

Section 6.10        If any provision of this Article VI is held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality and enforceability of the remaining provisions of this Article VI (including without limitation, all portions of any paragraphs of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

Section 6.11        This Article VI may be amended, modified or repealed either by action of the Board of Directors of the Company or by the vote of the shareholders.

Article VII

CERTIFICATES FOR SHARES

 

Section 7.1            Form and Issuance:  The shares of the Corporation shall be represented by certificates in form meeting the requirements of law and approved by the Board of Directors.  Certificates shall be signed by the Chairman of the Board or the President or an Executive Vice-President or a Vice-President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.  These signatures may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employees.

 

Section 7.2            Transfer:  The Board of Directors shall have power and authority to make such rules and regulations as they deem expedient concerning the issuance, registration and transfer of certificates representing shares of the Corporation’s transfer agents and registrars thereof.

 

Section 7.3            Lost Stock Certificates:  Any person claiming that a stock certificate has been lost, destroyed or stolen shall make an affidavit or affirmation of that fact setting forth the circumstances in connection with such loss, destruction or theft and shall furnish to the Corporation and to the transfer agents and registrars of the stock of the Corporation, if any, such indemnity as shall be satisfactory to them and each of them, whereupon, upon authorization given to the appropriate officers or agents of the Corporation or the transfer agent for such stock by the President of the Corporation or by any of such other officers of the Corporation, as the Board of Directors may designate to give such authorization, a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, destroyed or stolen.

 

Section 7.4            Holders of Record:  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 claims to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

Article VIII

 

DIVIDENDS

 

Dividends may be declared in conformity with law by, and at the discretion of, the Board of Directors at any regular or special meeting.  Dividends may be declared and paid in cash, shares or evidences of indebtedness of the Corporation, or any property of the Corporation, including the shares or evidences of indebtedness of any other corporation.

 

Article IX

 

CORPORATE SEAL

 

The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

 

Article X

  

FISCAL YEAR

 

The fiscal year of the Corporation shall be such period of twelve (12) consecutive months as the Board of Directors may by resolution designate.

Article XI

 

WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of these By-laws, the Certificate of Incorporation or any of the laws of the State of Florida, 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 thereto.

 

Article XII

 

AMENDMENTS

 

These By-laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of stockholders of the Corporation by the affirmative vote of the holders of a majority of the stock present and voting at such meeting.