Attached files
Exhibit 3.2
AMENDED
BYLAWS
OF
RumbleON, INC.
a Nevada corporation
ARTICLE I
OFFICES
Section
1. PRINCIPAL OFFICES. The
principal office shall be in the City of Charlotte, County of
Mecklenburg, State of North Carolina.
Section
2. OTHER OFFICES. The board of
directors may at any time establish branch or subordinate offices
at any place or places where the corporation is qualified to do
business.
ARTICLE
II
MEETINGS OF
STOCKHOLDERS
Section
1. PLACE OF MEETINGS. Meetings of
stockholders shall be held at any place within or without the State
of Nevada designated by the board of directors. In the absence of
any such designation, stockholders' meetings shall be held at the
principal executive office of the corporation.
Section
2. ANNUAL MEETINGS. The annual
meetings of stockholders shall be held at a date and time
designated by the board of directors. (At such meetings, directors
shall be elected and any other proper business may be transacted by
a plurality vote of stockholders.)
Section
3. SPECIAL MEETINGS. A special
meeting of the stockholders, for any purpose or purposes
whatsoever, unless prescribed by statute or by the articles of
incorporation, may be called at any time by the president and shall
be called by the president or secretary at the request in writing
of a majority of the board of directors, or at the request in
writing of stockholders holding shares in the aggregate entitled to
cast not less than a majority of the votes at any such
meeting.
The
request shall be in writing, specifying the time of such meeting,
the place where it is to be held and the general nature of the
business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president,
any vice president or the secretary of the corporation. The officer
receiving such request forthwith shall cause notice to be given to
the stockholders entitled to vote, in accordance with the
provisions of Sections 4 and 5 of this Article II, that a meeting
will be held at the time requested by the person or persons calling
the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the
person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 3 shall be
construed as limiting, fixing or affecting the time when a meeting
of stockholders called by action of the board of directors may be
held.
1
Section
4. NOTICE OF STOCKHOLDERS'
MEETINGS. All notices of meetings of stockholders shall be
sent or otherwise given in accordance with Section 5 of this
Article II not less than ten (10) nor more than sixty (60) days
before the date of the meeting being noticed. The notice shall
specify the place, date and hour of the meeting and (i) in the case
of a special meeting the general nature of the business to be
transacted, or (ii) in the case of the annual meeting those matters
which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders. The notice of
any meeting at which directors are to be elected shall include the
name of any nominee or nominees which, at the time of the notice,
management intends to present for election.
If
action is proposed to be taken at any meeting for approval of (i)
contracts or transactions in which a director has a direct or
indirect financial interest, (ii) an amendment to the articles of
incorporation, (iii) a reorganization of the corporation, (iv)
dissolution of the corporation, or (v) a distribution to preferred
stockholders, the notice shall also state the general nature of
such proposal.
Section
5. MANNER OF GIVING NOTICE; AFFIDAVIT OF
NOTICE. Notice of any meeting of stockholders shall be given
either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the
stockholder at the address of such stockholder appearing on the
books of the corporation or given by the stockholder to the
corporation for the purpose of notice. If no such address appears
on the corporation's books or is given, notice shall be deemed to
have been given if sent by mail or telegram to the corporation's
principal executive office, or if published at least once in a
newspaper of general circulation in the county where this office is
located. Personal delivery of any such notice to any officer of a
corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association
or partnership. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication. In the event of
the transfer of stock after delivery or mailing of the notice of
and prior to the holding of the meeting, it shall not be necessary
to deliver or mail notice of the meeting to the
transferee.
If any
notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned
to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver
the notice to the stockholder at such address, all future notices
or reports shall be deemed to have been duly given without further
mailing if the same shall be available to the stockholder upon
written demand of the stockholder at the principal executive office
of the corporation for a period of one year from the date of the
giving of such notice.
An
affidavit of the mailing or other means of giving any notice of any
stockholders' meeting shall be executed by the secretary, assistant
secretary or any transfer agent of the corporation giving such
notice, and shall be filed and maintained in the minute book of the
corporation.
Business transacted
at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
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Section
6. QUORUM. The presence in person
or by proxy of the holders of one-third (33%) of the shares issued
and outstanding and entitled to vote at any meeting of stockholders
shall constitute a quorum for the transaction of business, except
as otherwise provided by statute or the articles of incorporation.
The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to
constitute a quorum.
Section
7. ADJOURNED MEETING AND NOTICE
THEREOF. Any stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at such
meeting, either in person or by proxy, but in the absence of a
quorum, no other business may be transacted at such
meeting.
When
any meeting of stockholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at
which the adjournment is taken. At any adjourned meeting the
corporation may transact any business which might have been
transacted at the original meeting.
Section
8. VOTING. Unless a record date
set for voting purposes be fixed as provided in Section 1 of
Article VII of these bylaws, only persons in whose names shares
entitled to vote stand on the stock records of the corporation at
the close of business on the business day next preceding the day on
which notice is given (or, if notice is waived, at the close of
business on the business day next preceding the day on which the
meeting is held) shall be entitled to vote at such meeting. Any
stockholder entitled to vote on any matter other than elections of
directors or officers, 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 stockholder fails to specify the
number of shares such stockholder is voting affirmatively, it will
be conclusively presumed that the stockholder's approving vote is
with respect to all shares such stockholder is entitled to vote.
Such vote may be by voice vote or by ballot; provided, however,
that all elections for directors must be by ballot upon demand by a
stockholder at any election and before the voting
begins.
When a
quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by
express provision of the statutes or of the articles of
incorporation a different vote is required in which case such
express provision shall govern and control the decision of such
question. Every stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share
of stock standing in his name on the books of the
corporation.
Section
9. WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions at any meeting of
stockholders, 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, 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 thereof. The waiver
of notice or consent need not specify either the business to be
transacted or the purpose of any regular or special meeting of
stockholders, except that if action is taken or proposed to be
taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the general nature of such proposal. 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 of a
person at a meeting shall also constitute a waiver of notice of
such 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 if such objection is
expressly made at the meeting.
Section
10. STOCKHOLDER ACTION BY WRITTEN CONSENT
WITHOUT A MEETING. Any action which may be taken at any
annual or special meeting of stockholders 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 such action at a meeting at which
all shares entitled to vote thereon were present and voted. All
such consents shall be filed with the secretary of the corporation
and shall be maintained in the corporate records. Any stockholder
giving a written consent, or the stockholder's proxy holders, or a
transferee of the shares of a personal representative of the
stockholder of their respective proxy holders, may revoke the
consent by a writing received by the secretary of the corporation
prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the
secretary.
Section
11. PROXIES. Every person entitled
to vote for directors or on any other matter shall have the right
to do so either in person or by one or more agents authorized by a
written proxy signed by the person and filed with the secretary of
the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by
the stockholder or the stockholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless revoked by the person
executing it, prior to the vote pursuant thereto, by a writing
delivered to the corporation stating that the proxy is revoked or
by a subsequent proxy executed by, or attendance at the meeting and
voting in person by the person executing the proxy; provided,
however, that no such proxy shall be valid after the expiration of
six (6) months from the date of such proxy, unless coupled with an
interest, or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no
case shall exceed seven (7) years from the date of its execution.
Subject to the above and the provisions of Section 78.355 of the
Nevada General Corporation Law, any proxy duly executed is not
revoked and continues in full force and effect until an instrument
revoking it or a duly executed proxy bearing a later date is filed
with the secretary of the corporation.
Section
12. INSPECTORS OF ELECTION. Before
any meeting of stockholders, the board of directors may appoint any
persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment. If no inspectors of
election are appointed, the chairman of the meeting may, and on the
request of any stockholder or his proxy shall, appoint inspectors
of election at the meeting. The number of inspectors shall be
either one (1) or three (3). If inspectors are appointed at a
meeting on the request of one or more stockholders or proxies, the
holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are
to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment by the board of directors before the meeting, or by the
chairman at the meeting.
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The
duties of these inspectors shall be as follows:
(a) Determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and
the authenticity, validity, and effect of proxies;
(b) Receive votes,
ballots, or consents;
(c) Hear and determine
all challenges and questions in any way arising in connection with
the right to vote;
(d) Count and tabulate
all votes or consents;
(e) Determine the
election result; and
(f) Do any other acts
that may be proper to conduct the election or vote with fairness to
all stockholders.
ARTICLE
III
DIRECTORS
Section
1. POWERS. Subject to the
provisions of the Nevada General Corporation Law and any
limitations in the articles of incorporation and these bylaws
relating to action required to be approved by the stockholders or
by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of
directors.
Without
prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors
shall have the power and authority to:
(a) Select and remove
all officers, agents, and employees of the corporation, prescribe
such powers and duties for them as may not be inconsistent with
law, with the articles of incorporation or these bylaws, fix their
compensation, and require from them security for faithful
service.
(b) Change the
principal executive office or the principal business office from
one location to another; cause the corporation to be qualified to
do business in any other state, territory, dependency, or foreign
country and conduct business within or without the State; designate
any place within or without the State for the holding of any
stockholders' meeting, or meetings, including annual meetings;
adopt, make and use a corporate seal, and prescribe the forms of
certificates of stock, and alter the form of such seal and of such
certificates from time to time as in their judgment they may deem
best, provided that such forms shall at all times comply with the
provisions of law.
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(c) Authorize the
issuance of shares of stock of the corporation from time to time,
upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities
cancelled, tangible or intangible property actually
received.
(d) Borrow money and
incur indebtedness for the purpose of the corporation, and cause to
be executed and delivered therefor, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities
therefor.
Section
2. NUMBER OF DIRECTORS. The
authorized number of directors shall be no fewer than one (1) nor
more than seven (7). The exact number of authorized directors shall
be set by resolution of the board of directors, within the limits
specified above. The maximum or minimum number of directors cannot
be changed, nor can a fixed number be substituted for the maximum
and minimum numbers, except by a duly adopted amendment to this
bylaw duly approved by a majority of the outstanding shares
entitled to vote.
Section
3. QUALIFICATION, ELECTION AND TERM OF
OFFICE OF DIRECTORS. Directors shall be elected at each
annual meeting of the stockholders to hold office until the next
annual meeting, but if any such annual meeting is not held or the
directors are not elected at any annual meeting, the directors may
be elected at any special meeting of stockholders held for that
purpose, or at the next annual meeting of stockholders held
thereafter. Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for
which elected and until a successor has been elected and qualified
or until his earlier resignation or removal or his office has been
declared vacant in the manner provided in these bylaws. Directors
need not be stockholders.
Section
4. RESIGNATION AND REMOVAL OF
DIRECTORS. Any director may resign effective upon giving
written notice to the chairman of the board, the president, the
secretary or the board of directors of the corporation, unless the
notice specifies a later time for the effectiveness of such
resignation, in which case such resignation shall be effective at
the time specified. Unless such resignation specifies otherwise,
its acceptance by the corporation shall not be necessary to make it
effective. The board of directors may declare vacant the office of
a director who has been declared of unsound mind by an order of a
court or convicted of a felony. Any or all of the directors may be
removed without cause of such removal is approved by the
affirmative vote of a majority of the outstanding shares entitled
to vote. No reduction of the authorized number of directors shall
have the effect of removing any director before his term of office
expires.
Section
5. VACANCIES. Vacancies in the
board of directors, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining
director. Each director so elected shall hold office until the next
annual meeting of the stockholders and until a successor has been
elected and qualified.
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A
vacancy in the board of directors exists as to any authorized
position of directors which is not then filled by a duly elected
director, whether caused by death, resignation, removal, increase
in the authorized number of directors or otherwise.
The
stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such
election by written consent shall require the consent of a majority
of the outstanding shares entitled to vote. If the resignation of a
director is effective at a future time, the board of directors may
elect a successor to take office when the resignation becomes
effective.
If
after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office,
any holder or holders of an aggregate of five percent or more of
the total number of shares at the time outstanding having the right
to vote for such directors may call a special meeting of the
stockholders to elect the entire board. The term of office of any
director not elected by the stockholders shall terminate upon the
election of a successor.
Section
6. PLACE OF MEETINGS. Regular
meetings of the board of directors shall be held at any place
within or without the State of Nevada that has been designated from
time to time by resolution of the board. In the absence of such
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 without the State of Nevada
that has been designated in the notice of the meeting or, if not
stated in the notice or there is not 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
such meeting can hear one another, and all such directors shall be
deemed to be present in person at such meeting.
Section
7. ANNUAL MEETINGS. Immediately
following each annual meeting of stockholders, the board of
directors shall hold a regular meeting for the purpose of
transaction of other business. Notice of this meeting shall not be
required.
Section
8. OTHER REGULAR MEETINGS. Other
regular meetings of the board of directors shall be held without
call at such time as shall from time to time be fixed by the board
of directors. Such regular meetings may be held without notice,
provided the notice of any change in the time of any such meetings
shall be given to all of the directors. Notice of a change in the
determination of the time shall be given to each director in the
same manner as notice for special meetings of the board of
directors.
Section
9. SPECIAL MEETINGS. Special
meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board or the president
or any vice president or the secretary or any two
directors.
Notice
of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class
mail or facsimile, charges prepaid, addressed to each director at
his or her address as it is shown upon the records of the
corporation. In case such notice is mailed, it shall be deposited
in the United States mail at least four (4) days prior to the time
of the holding of the meeting. In case such notice is delivered
personally, or by telephone or facsimile, it shall be delivered
personally or by telephone or facsimile at least forty-eight (48)
hours prior to the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated to
either the director or to a person at the office of the director
who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not
specify the purpose of the meeting nor the place if the meeting is
to be held at the principal executive office of the
corporation.
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Section
10. QUORUM. A majority of the
authorized number of directors shall constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present shall
be regarded as the act of the board of directors, subject to the
provisions of Section 78.140 of the Nevada General Corporation Law
(approval of contracts or transactions in which a director has a
direct or indirect material financial interest), Section 78.125
(appointment of committees), and Section 78.751 (indemnification of
directors). A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
Section
11. WAIVER OF NOTICE. The
transactions of any meeting of the board of directors, however
called and noticed or wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a
consent to holding the meeting or an approval of the minutes
thereof. The waiver of notice of consent need not specify the
purpose of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed
given to any director who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to such
director.
Section
12. ADJOURNMENT. A majority of the
directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
Section
13. NOTICE OF ADJOURNMENT. Notice
of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four
(24) hours, in which case notice of such time and place shall be
given prior to the time of the adjourned meeting, in the manner
specified in Section 8 of this Article III, to the directors who
were not present at the time of the adjournment.
Section
14. ACTION WITHOUT MEETING. Any
action required or permitted to be taken by the board of directors
may be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to such action.
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.
Section
15. FEES AND
COMPENSATION OF DIRECTORS. Directors and members of committees may
receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by
resolution of the board of directors. Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee,
or otherwise, and receiving compensation for such services. Members
of special or standing committees may be allowed like compensation
for attending committee meetings.
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ARTICLE
IV
COMMITTEES
Section
1. COMMITTEES OF DIRECTORS. The
board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees,
each consisting of one or more directors, to serve at the pleasure
of the board. The board may designate one or more directors as
alternate members of any committees, who may replace any absent
member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the board, shall have all the
authority of the board, except with regard to:
(a) the approval of any
action which, under the Nevada General Corporation Law, also
requires stockholders' approval or approval of the outstanding
shares;
(b) the filing of
vacancies on the board of directors or in any
committees;
(c) the fixing of
compensation of the directors for serving on the board or on any
committee;
(d) the amendment or
repeal of bylaws or the adoption of new bylaws;
(e) the amendment or
repeal of any resolution of the board of directors which by its
express terms is not so amendable or repealable;
(f) a distribution to
the stockholders of the corporation, except at a rate or in a
periodic amount or within a price range determined by the board of
directors; or
(g) the appointment of
any other committees of the board of directors or the members
thereof.
Section
2. MEETINGS AND ACTION BY
COMMITTEES. Meetings and action of committees shall be
governed by, and held and taken in accordance with, the provisions
of Article III, Sections 6 (place of meetings), 8 (regular
meetings), 9 (special meetings and notice), 10 (quorum), 11 (waiver
of notice), 12 (adjournment), 13 (notice of adjournment) and 14
(action without meeting), with such changes in the context of those
bylaws as are necessary to substitute the committee and its members
for the board of directors and its members, except that the time or
regular meetings of committees may be determined by resolutions of
the board of directors and notice of special meetings of committees
shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of
directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws. The committees
shall keep regular minutes of their proceedings and report the same
to the board when required.
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ARTICLE
V
OFFICERS
Section
1. OFFICERS. The officers of the
corporation shall be a president, a secretary and a treasurer. The
corporation may also have, at the discretion of the board of
directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any
two or more offices may be held by the same person.
Section
2. ELECTION OF OFFICERS. The
officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section
5 of this Article V, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the
rights, if any, of an officer under any contract of employment. The
board of directors at its first meeting after each annual meeting
of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the
board. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section
3. SUBORDINATE OFFICERS, ETC. The
board of directors may appoint, and may empower the president to
appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in the bylaws or
as the board of directors may from time to time
determine.
Section
4. REMOVAL AND RESIGNATION OF
OFFICERS. The officers of the corporation shall hold office
until their successors are chosen and qualify. Subject to the
rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by the board
of directors, at any regular or special meeting thereof, or, except
in case of an officer chosen by the board of directors, by any
officer upon whom such power or removal may be conferred by the
board of directors.
Any
officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of
the 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. Any such
resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a
party.
Section
5. VACANCIES IN OFFICES. A vacancy
in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such
office.
Section
6. CHAIRMAN OF THE BOARD. The
chairman of the board, if such an officer be elected, shall, if
present, preside at all meetings of the board of directors and
exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or
prescribed by the bylaws. If there is no president, the chairman of
the board shall in addition be the chief executive officer of the
corporation and shall have the powers and duties prescribed in
Section 7 of this Article V.
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Section
7. PRESIDENT. Subject to such
supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an
officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of
directors, have general supervision, direction and control of the
business and the officers of the corporation. He shall preside at
all meetings of the stockholders and, in the absence of the
chairman of the board, of if there be none, at all meetings of the
board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be
prescribed by the board of directors or the bylaws. He shall
execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent
of the corporation.
Section
8. VICE PRESIDENTS. 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, the president or the chairman of the
board.
Section
9. SECRETARY. The secretary shall
attend all meetings of the board of directors and all meetings of
the stockholders and shall record, keep or cause to be kept, at the
principal executive office or such other place as the board of
directors may order, a book of minutes of all meetings of
directors, committees of directors and stockholders, with the time
and place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those
present at directors' and committee meetings, the number of shares
present or represented at stockholders' meetings, and the
proceedings thereof.
The
secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer
agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing
the names of all stockholders and their addresses, 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.
The
secretary shall give, or cause to be given, notice of all meetings
of stockholders and of the board of directors required by the
bylaws or by law to be given, and he shall keep the seal of the
corporation in safe custody, as may be prescribed by the board of
directors or by the bylaws.
Section
10. TREASURER. The treasurer shall
keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings and shares. The books of account shall
at all reasonable times be open to inspection by any
director.
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The
treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositories as may
be designated by the board of directors. He shall disburse the
funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever
they request it, an account of all of his transactions as treasurer
and of the financial condition of the corporation, and shall have
other powers and perform such other duties as may be prescribed by
the board of directors or the bylaws.
If
required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
ARTICLE
VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER
AGENTS
Section
1. ACTIONS OTHER THAN BY THE
CORPORATION. The corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
Section
2. ACTIONS BY THE CORPORATION. The
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees, actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be made
for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
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Section
3. SUCCESSFUL DEFENSE. To the
extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1
and 2, or in defense of any claim, issue or matter therein, he must
be indemnified by the corporation against expenses, including
attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section
4. REQUIRED APPROVAL. Any
indemnification under Sections 1 and 2, unless ordered by a court
or advanced pursuant to Section 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be
made:
(a) By the
stockholders;
(b) By the board of
directors by majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding;
(c) If a majority vote
of a quorum consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal counsel in
a written opinion; or
(d) If a quorum
consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a
written opinion.
Section
5. ADVANCE OF EXPENSES. The
articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this section do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.
Section
6. OTHER RIGHTS. The
indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this Article VI:
(a) Does not exclude
any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to Section 2 or for the advancement of expenses made
pursuant to Section 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action.
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(b) Continues for a
person who has ceased to be a director, officer, employee or agent
and inures to the benefit of the heirs, executors and
administrators of such a person.
Section
7. INSURANCE. The corporation may
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article VI.
Section
8. RELIANCE ON PROVISIONS. Each
person who shall act as an authorized representative of the
corporation shall be deemed to be doing so in reliance upon the
rights of indemnification provided by this Article.
Section
9. SEVERABILITY. If any of the
provisions of this Article are held to be invalid or unenforceable,
this Article shall be construed as if it did not contain such
invalid or unenforceable provision and the remaining provisions of
this Article shall remain in full force and effect.
Section
10. RETROACTIVE EFFECT. To the
extent permitted by applicable law, the rights and powers granted
pursuant to this Article VI shall apply to acts and actions
occurring or in progress prior to its adoption by the board of
directors.
ARTICLE
VII
RECORDS AND
BOOKS
Section
1. MAINTENANCE OF SHARE REGISTER.
The corporation shall keep at its principal executive office, or at
the office of its transfer agent or registrar, if either be
appointed and as determined by resolution of the board of
directors, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of shares
held by each stockholder.
Section
2. MAINTENANCE OF BYLAWS. The
corporation shall keep at its principal executive office, or if its
principal executive office is not in this State at its principal
business office in this State, the original or a copy of the bylaws
as amended to date, which shall be open to inspection by the
stockholders at all reasonable times during office hours. If the
principal executive office of the corporation is outside this state
and the corporation has no principal business office in this state,
the secretary shall, upon the written request of any stockholder,
furnish to such stockholder a copy of the bylaws as amended to
date.
Section
3. MAINTENANCE OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of
proceedings of the stockholders and the board of directors and any
committee or committees of the board of directors shall be kept at
such place or places designated by the board of directors, or, in
the absence of such designation, at the principal executive office
of the corporation. The minutes shall be kept in written form and
the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written
form.
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Every
director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and
to inspect the physical properties of this corporation and any
subsidiary of this corporation. Such inspection by a director may
be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts. The
foregoing rights of inspection shall extend to the records of each
subsidiary of the corporation.
Section
4. ANNUAL REPORT TO STOCKHOLDERS.
Nothing herein shall be interpreted
as
prohibiting the board of directors from issuing annual or other
periodic reports to the stockholders of the corporation as they
deem appropriate.
Section
5. FINANCIAL STATEMENTS. A copy of
any annual financial statement and any income statement of the
corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the corporation as of the end of each
such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation
for twelve (12) months.
Section
6. ANNUAL LIST OF
DIRECTORS, OFFICERS AND RESIDENT AGENT. The corporation shall, on
or before April 1st of each year, file with the Secretary of State
of the State of Nevada, on the prescribed form, a list of its
officers and directors and a designation of its resident agent in
Nevada.
ARTICLE
VIII
GENERAL CORPORATE
MATTERS
Section
1. RECORD DATE. For purposes of
determining the stockholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any
rights in respect of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be
more than sixty (60) days nor less than ten (10) days prior to the
date of any such meeting nor more than sixty (60) days prior to any
other action, and in such case only stockholders of record on the
date so fixed are entitled to notice and to vote or to receive the
dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date fixed
as aforesaid, except as otherwise provided in the Nevada General
Corporation Law.
If the
board of directors does not so fix a record date:
(a) The record date for
determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
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(b) The record date for
determining stockholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the
board has been taken, shall be the day on which the first written
consent is given.
(c) The record date for
determining stockholders for any other purpose shall be at the
close of business on the day on which the board adopts the
resolution relating thereto, or the sixtieth (60th) day prior to
the date of such other action, whichever is later.
Section
2. CLOSING OF TRANSFER BOOKS. The
directors may prescribe a period not exceeding sixty (60) days
prior to any meeting of the stockholders during which no transfer
of stock on the books of the corporation may be made, or may fix a
date not more than sixty (60) days prior to the holding of any such
meeting 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 on such day shall be entitled to notice or
to vote at such meeting.
Section
3. REGISTERED STOCKHOLDERS. The
corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of
Nevada.
Section
4. CHECKS, DRAFTS, EVIDENCES OF
INDEBTEDNESS. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the board of
directors.
Section
5. CORPORATE CONTRACTS AND INSTRUMENTS;
HOW EXECUTED. The board of directors, except as in the
bylaws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances;
and, unless so authorized or ratified by the board of directors or
within the agency power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it
liable for any purpose or to any amount.
Section
6. STOCK CERTIFICATES. A
certificate or certificates for shares of the capital stock of the
corporation shall be issued to each stockholder when any such
shares are fully paid, and the board of directors may authorize the
issuance of certificates or shares as partly paid provided that
such certificates shall state the amount of the consideration to be
paid therefor and the amount paid thereon. All certificates shall
be signed in the name of the corporation by the president or vice
president and by the treasurer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of
shares and the class or series of shares owned by the stockholder.
When the corporation is authorized to issue shares of more than one
class or more than one series of any class, there shall be set
forth upon the face or back of the certificate, or the certificate
shall have a statement that the corporation will furnish to any
stockholders upon request and without charge, a full or summary
statement of the designations, preferences and relatives,
participating, optional or other special rights of the various
classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, and, if the corporation
shall be authorized to issue only special stock, such certificate
must set forth in full or summarize the rights of the holders of
such stock. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by
the corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of
issue.
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No new
certificate for shares shall be issued in place of any certificate
theretofore issued unless the latter is surrendered and canceled at
the same time; provided, however, that a new certificate may be
issued without the surrender and cancellation of the old
certificate if the certificate thereto fore issued is alleged to
have been lost, stolen or destroyed. In case of any such allegedly
lost, stolen or destroyed certificate, the corporation may require
the owner thereof or the legal representative of such owner to give
the corporation a bond (or other adequate security) sufficient to
indemnify it against any claim that may be made against it
(including any expense or liability) on account of the alleged
loss, theft or destruction of any such certificate or the issuance
of such new certificate.
Section
7. DIVIDENDS. Dividends upon the
capital stock of the corporation, subject to the provisions of the
articles of incorporation, if any, 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 the
capital stock, subject to the provisions of the articles of
incorporation.
Before
payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserves in the manner in
which it was created.
Section
8. FISCAL YEAR. The fiscal year of
the corporation shall be fixed by resolution of the board of
directors.
Section
9. SEAL. The corporate seal shall
have inscribed thereon the name of the corporation, the year of its
incorporation and the words "Corporate Seal, Nevada."
Section
10. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The chairman of the
board, the president, or any vice president, or any other person
authorized by resolution of the board of directors by any of the
foregoing designated officers, is authorized to vote on behalf of
the corporation any and all shares of any other corporation or
corporations, foreign or domestic, standing in the name of the
corporation. The authority herein granted to said officers to vote
or represent on behalf of the corporation any and all shares held
by the corporation in any other corporation or corporations may be
exercised by any such officer in person or by any person authorized
to do so by proxy duly executed by said officer.
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Section
11. CONTROL SHARE ACQUISITION
EXEMPTION. The corporation elects not to be governed by the
provisions of NRS §78.378 to NRS §78.3793 inclusive,
generally known as the “Control Share Acquisition
Statute” under the Nevada Business Corporation Law, which
contains a provision governing “Acquisition of Controlling
Interest.”
Section
12. COMBINATIONS WITH INTERESTED
STOCKHOLDERS. The corporation elects not to be governed by
the provisions of NRS §78.411 through NRS §78.444,
inclusive, of the Nevada Business Corporation Law.
Section
13. CONSTRUCTION AND DEFINITIONS.
Unless the context requires otherwise, the general provisions,
rules of construction, and definitions in the Nevada General
Corporation Law shall govern the construction of the bylaws.
Without limiting the generality of the foregoing, the singular
number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a
natural person.
ARTICLE
IX AMENDMENTS
Section
1. AMENDMENTS. These bylaws or any
of them may be altered or repealed, and new bylaws may be adopted,
by the stockholders by a vote at a meeting or by written consent
without a meeting. The board of directors shall also have the
power, by a majority vote of the Whole Board, to alter or repeal
any of these bylaws, and to adopt new bylaws, except as otherwise
provided by law or by the articles of incorporation.
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CERTIFICATE
OF SECRETARY
I, the
undersigned, do hereby certify:
1. That
I am the duly elected and acting secretary of RumbleON, Inc., a
Nevada corporation; and
2. That
the foregoing Amended Bylaws, comprising nineteen (18) pages,
constitute the Bylaws of said corporation as duly adopted and
approved by the board of directors of said corporation at a duly
noticed meeting of the Board of Directors on January 30, 2017, to
be effective on February 13, 2017.
IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 13th day of February,
2017.
|
/s/ Steven
Berrard
Steven Berrard,
Secretary
|
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