Attached files
| file | filename |
|---|---|
| S-1/A - Cell-nique Corp | v164412_s1-a.htm |
| EX-3.1 - Cell-nique Corp | v164412_ex3-1.htm |
| EX-5.1 - Cell-nique Corp | v164412_ex5-1.htm |
| EX-3.2 - Cell-nique Corp | v164412_ex3-2.htm |
| EX-23.3 - Cell-nique Corp | v164412_ex23-3.htm |
| EX-23.1 - Cell-nique Corp | v164412_ex23-1.htm |
| EX-10.1 - Cell-nique Corp | v164412_ex10-1.htm |
Exhibit
3.3
Cell-nique
Corporation BYLAWS
ARTICLE
I Offices
1.
Registered Office
The
registered office of the Corporation in the State of Delaware is located at 160
Greentree Dr #101, Dover, DE 19904.
2.
Principal Office
The
principal office of the Corporation will be in Weston, CT or at such other place
as the Board of Directors may from time to time determine.
3.
Other Offices
The
Corporation may also have offices at such other places as the Board of Directors
may from time to time determine or the business of the Corporation may
require.
ARTICLE
II Meetings of Stockholders
1.
Place of Meetings
All
meetings of stockholders will be held at the principal office of the
Corporation, or at such other place as will be determined by the Board of
Directors and specified in the notice of the meeting.
2.
Annual Meeting
The
annual meeting of stockholders will be held at such date and time as will be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which meeting the stockholders will elect a Board of
Directors and transact such other business as may properly be brought before the
meeting of stockholders.
The
Certificate provides that, unless the by-laws so provide, a written ballot is
unnecessary.
The Board
of Directors may postpone the time of holding the annual meeting of stockholders
for such period as they may deem advisable. Failure to hold the annual meeting
at the designated time shall not work a dissolution of the Corporation nor
impair the powers, rights and duties of the Corporation's officers and
Directors. At annual meetings, the stockholders shall elect Directors and
transact such other business as may properly be brought before the meeting. If
the election of Directors shall not be held on the day designated herein for any
annual meeting of the stockholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as is convenient.
3.
Notice of Annual Meeting
Written
or printed notice of the annual meeting, stating the place, day, and hour
thereof, will be delivered personally to each stockholder at his residence or
usual place of business or mailed to each stockholder entitled to vote at such
address as appears on the books of the Corporation, not less than ten (10) nor
more than sixty (60) days before the date of the meeting. Waiver by a
stockholder (or his duly authorized attorney) in writing of notice of a
stockholders' meeting, signed by the stockholder, whether before or after the
time of such meeting, shall be equivalent to the giving of such notice.
Attendance by a stockholder, whether in person or by proxy, at a stockholders'
meeting shall constitute a waiver of notice of such meeting of which the
stockholder has had no notice.
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4.
Special Meeting
Special
meetings of stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chief Executive Officer or the Board
of Directors, and will be called by the Chief Executive Officer or Secretary at
the request in writing of the stockholders owning sixty percent (60%) of the
outstanding shares of capital stock of the Corporation entitled to vote at such
meeting. Such request will state the purpose(s) of the proposed meeting, and any
purpose so stated will be conclusively deemed to be a "proper"
purpose.
5.
Notice of Special Meeting
Written,
printed or electronic notice of a special meeting stating the place, day, hour
and purpose(s) thereof, will be personally delivered to each stockholder at his
residence or usual place of business mailed to each stockholder entitled to vote
at such address as appears on the books of the Corporation, or transmitted to
each stockholder electronically at the address specified in such stockholder's
consent not less than ten (10) nor more than sixty (60) days before the date of
the meeting.
6.
Adjournment
At any
meeting of stockholders of the Corporation, if less than a quorum be present, a
majority of the stockholders entitled to vote, present in person or by proxy,
shall have the power to adjourn the meeting from time to time without notice
other than announcement at the meeting until a quorum shall be present. Any
business may be transacted at the adjourned meeting which might have been
transacted at the meeting originally noticed. If the adjournment is for more
than thirty days, or if after the adjournment a new record date, as provided for
in Section 5 of Article V of these Bylaws, is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
7.
Fixing of Date for Determination of Stockholders of Record
The Board
of Directors may, by resolution, fix in advance a date as the record date for
the purpose of determining stockholders entitled to notice of, or to vote at,
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other purposes (other than
determining stockholders entitled to consent to action by stockholders proposed
to be taken without a meeting of stockholders). Such date, in any case, shall
not be more than sixty (60) days and not less than ten (10) days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, such date shall be at the close of
business on the day 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, and shall be the record date for such determination
of stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer records
and the stated period of closing has expired.
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At least
ten (10) days before each meeting of stockholders, a complete list of
stockholders entitled to vote at each such meeting or in any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, will be prepared by the Secretary or the officer or agent
having charge of the stock transfer ledger of the Corporation. Such list will be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for such ten (10) day period either at a
place within the city where the meeting is to be held, or, if not so specified,
the place where the meeting is to be held. Such list will also be produced and
kept open at the time and place of the meeting. The stock ledger shall be the
only evidence as to who are the stockholders entitled to vote in person or by
proxy at any meeting of stockholders.
9.
Quorum
The
holders of a majority of the shares of capital stock issued and outstanding and
entitled to vote, represented in person or by proxy, will constitute a quorum at
all meetings of the stockholders for the transaction of business. The
stockholders present may adjourn the meeting despite the absence of a quorum.
When a meeting is adjourned for less than thirty (30) days in any one
adjournment, it will not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted which might have been transacted on the original date
of the meeting. When a meeting is adjourned for thirty (30) days or more,
notices of the adjourned meeting will be given as in the case of an original
meeting. The vote of the holders of a majority of the shares entitled to vote
and thus represented at a meeting at which a quorum is present shall be the act
of the stockholders' meeting unless the vote of a greater number is required by
law, the Certificate of Incorporation or these Bylaws, in which case the vote of
such greater number shall be requisite to constitute the act of the meeting. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
10.
Proxies and Voting
Stockholders
entitled to vote shall have the number of votes specified in the Certificate of
incorporation for each share of stock owned by them and a proportionate vote for
a fractional share. Stockholders may vote in person or by written proxy dated
not more than six months before the meeting named therein. Proxies shall be
filed with the secretary of the meeting, or of any adjournment thereof, before
being voted. Except as otherwise limited therein, proxies shall entitle the
person named therein to vote at any meeting or adjournment of such meeting but
shall not be valid after final adjournment of such meeting. A proxy with respect
to stock held in the name of two or more persons shall be valid if executed by
any one of them unless at or prior to its exercise the Corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger.
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When a
quorum is present at any meeting, the holders of a majority of the stock
represented and entitled to vote on any question (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class represented and
entitled to vote on any question) other than an election by stockholders shall,
except where a larger vote is required by law, by the articles of organization
or by these bylaws, decide any question brought before such meeting. Any
election by stockholders shall be determined by a plurality of the votes
cast.
11.
Consent of Stockholders in Lieu of Meeting
Any
action which may be taken at a special or annual meeting of the 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, will be signed by all of
the holders of outstanding shares having not less than the minimum number of
votes which 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 taking of the corporate action without a meeting by less than unanimous
written consent will be given to those stockholders who have not consented in
writing.
12.
Presiding Officer and Conduct of Meetings
The
Chairman of the Board of Directors shall preside at all meetings of the
stockholders and shall automatically serve as Chairman of such meetings. In the
absence of the Chairman of the Board of Directors, or if the Directors neglect
or fail to elect a Chairman, then the President of the Corporation shall preside
at the meetings of the stockholders and shall automatically be the Chairman of
such meeting, unless and until a different person is elected by a majority of
the shares entitled to vote at such meeting. The Secretary of the Corporation
shall act as Secretary at all meetings of the stockholders. In the absence or
disability of the Secretary, the Chairman of the Board of Directors, the Chief
Executive Officer, or the President shall appoint a person to act as Secretary
at such meetings.
13.
Inspectors
The Board
of Directors may, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman of the meeting
may, or if inspectors shall not have been appointed, the Chairman of the meeting
shall, appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
directors or candidate for the office of director shall act as an inspector of
an election of directors
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At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, otherwise properly brought before the meeting by or at the direction
of the Board of Directors or otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation, not less
than 14 days nor more than 120 days prior to the meeting; provided, however,
that in the event that less than 14 days notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting, (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder in such business.
Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Article II, provided, however, that nothing in this Article II shall be deemed
to preclude discussion by any stockholder of any business properly brought
before the annual meeting in accordance with said procedure.
The
Chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Article II, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
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Nothing
in this Section 6 shall affect the right of a stockholder to request inclusion
of a proposal in the corporation's proxy statement to the extent that such right
is provided by an applicable rule of the Securities and Exchange
Commission.
ARTICLE
III Board of Directors
1.
Number of Directors
The
number of Directors comprising the full Board of Directors will be as provided
in the Certificate of Incorporation, but the number of Directors may be
increased or decreased (provided such decrease does not shorten the term of any
incumbent Director), from time to time by the amendment to these
Bylaws.
2.
Election and Term
Except as
provided in Section 6 of this Article, Directors will be elected by a plurality
vote at the annual meeting of the stockholders, and each Director will be
elected to serve until the next annual meeting or until his successor will have
been elected and qualified, unless sooner removed in accordance with these
Bylaws or until the Corporation has received a written resignation from a
Director. Directors need not be stockholders of the Corporation.
3.
Vacancies and Newly Created Directorships
Vacancies
and newly created directorships resulting from any increase in the authorized
number of Directors may be filled by a majority of the Directors, although less
than a quorum, and the Directors so elected shall hold office for the unexpired
term of their predecessor in office until the next annual meeting and until
their successors are elected and have qualified. Vacancies created by the
removal of Directors by the owners of a majority of the outstanding shares of
capital stock will be filled by the owners of the majority of the outstanding
shares of capital stock. A vacancy shall be deemed to exist by reason of the
death, resignation, or upon the failure of stockholders to elect Directors to
fill the unexpired terms of any Directors removed in accordance with the
provisions of these Bylaws.
4.
Resignation; Removal
Any
Director may resign at any time by giving written notice thereof to the Board of
Directors. Any such resignation will take effect as of its date unless some
other date is specified therein, in which event it will be effective as of that
date. The acceptance of such resignation will not be necessary to make it
effective. The Board of Directors may, by majority vote of the Directors then in
office, remove a Director for cause. The owners of a majority of the outstanding
shares of capital stock may remove any Director, any class of Directors or the
entire Board of Directors, with or without cause, either by a vote at a special
meeting or annual meeting, or by written consent. The holders of a majority of
the shares of the outstanding capital stock of any class or series may consent
to the removal of any Director or Directors elected by that class or
series.
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Unless
the certificate of incorporation otherwise provides, if the board of directors
is classified as provided in Section 6, shareholders may effect removal only for
cause.
If the
corporation has cumulative voting for directors and if less than the entire
board is to be removed, no director may be removed without cause if the votes
cast against his removal would be sufficient to elect him if voted cumulatively
at an election of the entire board.
5.
Compensation
The Board
of Directors shall have the authority to fix the compensation of directors for
their services. A director may also serve the Corporation in other capacities
and receive compensation therefore.
6.
Classes
The
directors shall be two classes, designated Class I and Class II, as nearly equal
in number as the then total number of directors permits. At the 2008 annual
meeting of stockholders, Class I directors shall be elected for a one-year term,
Class II directors for a three-year terms. At each succeeding annual meeting of
stockholders beginning in 2009, successors to the class of directors whose terms
expires at that annual meeting shall be elected for a one-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional directors of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these Bylaws applicable thereto, and such directors so elected shall
not be divided into classes pursuant to this Section 6 unless expressly provided
by such terms.
Any
amendment, change or repeal of this Section 6, or any other amendment to these
Bylaws that will have the effect of permitting circumvention of or modifying
this Section 6, shall require the favorable vote, at a stockholders' meeting, of
the holders of at least 80% of the then-outstanding shares of stock of the
Corporation entitled to vote.
ARTICLE
IV Meetings of the Board
1.
Regular Meetings
The Board
of Directors will meet each year immediately following the annual meeting of the
stockholders to appoint the members of such committees of the Board of Directors
as the Board may deem necessary or advisable, to elect officers for the ensuing
year, and to transact such other business as may properly come before the Board
of Directors at such meeting. No notice of such meeting will be necessary to the
newly elected Directors in order legally to constitute the meeting provided a
quorum will be present. Regular meetings may be held at such other times as
shall be designated by the Board of Directors without notice to the
Directors.
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2.
Special Meetings
Special
meetings of the Board of Directors will be held whenever called by the Chairman
of the Board, Chief Executive Officer, chairman of the Executive Committee or by
two or more Directors. Notice of each meeting will be given at least three (3)
days prior to the date of the meeting either personally or by telephone or
telegraph to each Director, and will state the purpose, place, day and hour of
the meeting. Waiver by a Director in writing of notice of a Directors meeting,
signed by the Director, whether before or after the time of said meeting, shall
be equivalent to the giving of such notice. Attendance by a Director, whether in
person or by proxy, at a Directors' meeting shall constitute a waiver of notice
of such meeting of which the Director had no notice.
3.
Quorum and Voting
At all
meetings of the Board of Directors (except in the case of a meeting convened for
the purpose specified in Article III, Section C of these Bylaws) a majority of
the number of the Directors will be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum will be the act of
the Board of Directors. If a quorum will not be present at any such meeting of
Directors, the Directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum will be
present.
4.
Telephone Meetings
Subject
to the provisions of applicable law and these Bylaws regarding notice of
meetings, the Directors may participate in and hold a meeting using conference
telephone or similar communications equipment by means of which all persons
participating in a meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting. A
Director so attending will be deemed present at the meeting for all purposes
including the determination of whether a quorum is present except when a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting was not lawfully called or
convened.
5.
Action by Written Consent
Any
action required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the Board.
6.
Attendance Fees
Directors
will not receive any stated salary, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance may
be allowed for attendance at each regular or special meeting of the Board;
however, this provision will not preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefore.
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7.
Interest of Directors in Contracts
Any
contract or other transaction between the Corporation and one (1) or more of its
Directors, or between the Corporation and any firm of which one or more of its
Directors are members or employees, or in which they are interested, or between
the Corporation and any corporation or association of which one or more of its
Directors are shareholders, members, directors, officers or employees, or in
which they are interested, shall be valid for all purposes, notwithstanding the
presence of such Director or Directors at the meeting of the Board of Directors
of the Corporation, which acts upon, or in reference to, such contract or
transaction, and notwithstanding their participation in such action, if the fact
of such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall, nevertheless, authorize, approve, and ratify such
contract or transaction by a vote of a majority of the Directors present, such
interested Director or Directors to be counted in determining whether a quorum
is present, but not to be counted in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.
ARTICLE
V Committees
1.
Executive Committee
The Board
of Directors by resolution may designate one or more Directors to constitute an
Executive Committee, which committee, to the extent provided in such resolution,
will have and may exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the Company, except
where action of the Board of Directors is required by statute. Unless expressly
authorized by resolution of the Board of Directors, no committee shall have the
power or authority to (1) amend the Certificate of Incorporation, (2) adopt an
agreement of merger or consolidation, (3) recommend to the shareholders the
sale, lease or exchange of all or substantially all of the Company's property
and assets, (4) recommend to the stockholders a dissolution of the Company or a
revocation of a dissolution, or (5) amend the Bylaws of the
Company.
2.
Other Committees
The Board
of Directors may by resolution create other committees for such terms and with
such powers and duties as the Board shall deem appropriate.
3.
Organization of Committees
The
chairman of each committee of the Board of Directors will be chosen by the
members thereof. Each committee will elect a Secretary, who will be either a
member of the committee or the secretary of the Corporation. The chairman of
each committee will preside at all meetings of such committee.
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4.
Meetings
Regular
meetings of each committee may be held without the giving of notice if a day of
the week, a time, and a place will have been established by the committee for
such meetings. Special meetings (and, if the requirements of the preceding
sentence have not been met, regular meetings) will be called in the manner
provided as respect to notices of special meetings of the Board of
Directors.
5.
Quorum and Manner of Acting
A
majority of the members of each committee must be present, either in person or
by telephone, radio, television, or similar means of communication, at each
meeting of such committee in order to constitute a quorum for the transaction of
business. The act of a majority of the members so present at a meeting at which
a quorum is present will be the act of such committee. The members of each
committee will act only as a committee, and will have no power or authority, as
such, by virtue of their membership on the committee.
6.
Action by Written Consent
Any
action required or permitted to be taken by any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all the members of the committee.
7.
Record of Committee Action; Reports
Each
committee will maintain a record, which need not be in the form of complete
minutes, of the action taken by it at each meeting, which record will include
the date, time, and place of the meeting, the names of the members present and
absent, the action considered, and the number of votes cast for and against the
adoption of the action considered. All action by each committee will be reported
to the Board of Directors at its meeting next succeeding such action, such
report to be in sufficient detail as to enable the Board to be informed of the
conduct of the Company's business and affairs since the last meeting of the
Board.
8.
Removal
Any
member of any committee may be removed from such committee, either with or
without cause, at any time, by resolution adopted by a majority of the whole
Board of Directors at any meeting of the board.
9.
Vacancies
Any
vacancy in any committee will be filled by the Board of Directors in the manner
prescribed by these Bylaws for the original appointment of the members of such
committee.
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ARTICLE
VI Officers
1.
Appointment and Term of Office
The
officers of the Company may consist of a President, a Secretary, and a
Treasurer, and there may be a Chief Executive Officer, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed by the Board. One of the Directors
may also be chosen Chairman of the Board. Each of such officers will be chosen
annually by the Board of Directors at its regular meeting immediately following
the annual meeting of stockholders and, subject to any earlier resignation or
removal, will hold office until the next annual meeting of stockholders or until
his earlier death, resignation, retirement, disqualification, or removal from
office and until his successor shall have been duly elected and qualified. Two
or more offices may be held by the same person.
2.
Removal
Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors, with or without cause, whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal will
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent will not of itself create
contract rights.
3.
Vacancies
Whenever
any vacancy shall occur in any office of any officer by death, resignation,
increase in the number of officers of the Corporation, or otherwise, the same
shall be filled by vote of a majority of the Directors for the unexpired portion
of the term.
4.
Compensation
The
compensation of all officers of the Corporation shall be determined by the Board
of Directors and may be altered by the Board from time to time, except as
otherwise provided by contract, and no officer shall be prevented from receiving
such compensation by reason of the fact such officer is also a Director of the
Corporation. All officers shall be entitled to be paid or reimbursed for all
costs and expenditures incurred in the Corporation's business.
5.
Powers and Duties
The
powers and duties of the officers will be those usually pertaining to their
respective offices, subject to the general direction and supervision of the
Board of Directors. Such powers and duties will include the
following:
a. Chairman of the Board. The
Chairman of the Board shall be selected among the members of the Board of
Directors and will preside when present at all meetings of the Board of
Directors and of the stockholders. The Chairman of the Board shall be available
to consult with and advise the officers of the Corporation with respect to the
conduct of the business and affairs of the Corporation and shall have such other
powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned by the Board of Directors. The Chairman of the Board
shall be the highest officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all business and
affairs of the Corporation.
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b. President. The President
shall be the Chief Executive Officer of the Corporation unless otherwise
designated by the Board of Directors. The President will be responsible for
general supervision of the affairs, properties, and operations of the
Corporation, and over its several officers and be the Corporation's general
manager responsible for the management and control in the ordinary course of the
business of the Corporation. The President may execute and deliver in the name
and on behalf of the Corporation, deeds, mortgages, leases, assignments, bonds,
notes, bills of sale, assignments, releases, receipts, contracts or other
instruments of any kind or character authorized by the Board of Directors.
Unless otherwise directed by the Board, the President shall attend in person or
by substitute or by proxy and act and vote on behalf of the Corporation at all
meetings of the stockholders of any corporation in which the Corporation holds
stock. The President may appoint or employ and discharge employees and agents of
the Corporation and fix their compensation.
c. Vice Presidents. Each Vice
President will perform the duties prescribed or delegated by the President or by
the Board of Directors, and at the request of the President, will perform as
well the duties of the President's office.
d. Secretary. The Secretary
will give notice to and attend all meetings and keep the minutes of all of the
proceedings at all meetings of the Board of Directors and all meetings of the
stockholders and will be the custodian of all corporate records and of the seal
of the Corporation. The Secretary will see that all notices required to be given
to the stockholders and to the Board of Directors are duly given in accordance
with these Bylaws or as required by law. It shall also be the duty of the
Secretary to attest, by personal signature and the seal of the Corporation, all
stock certificates issued by the Corporation and to keep a stock ledger in which
shall be correctly recorded all transactions pertaining to the capital stock of
the Corporation. The Secretary shall also attest, by personal signature and the
seal of the Corporation, all deeds, conveyances, or other instruments requiring
the seal of the Corporation. The person holding the office of Secretary shall
also perform, under the direction and subject to the control of the President
and the Board of Directors, such other duties as may be assigned to such
officer. Unless a transfer agent is appointed, the Secretary shall also keep or
cause to be kept at any such office the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, for inspection by stockholders. Any such inspection by a
stockholder of the articles of organization, bylaws, records of meetings of the
incorporators or stockholders, or the stock and transfer records must be at a
reasonable time and for a proper purpose, but not to secure a list of
stockholders for the purpose of selling said list or copies thereof or of using
the same for a purpose other than in the interest of the applicant, as a
stockholder, relative to the affairs of the Corporation.
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Said
copies and records need not all be kept in the same office.
Any
Assistant Secretary shall have the powers and perform the duties of the
Secretary in his absence or in case of his inability to act and shall have such
other powers and duties as the directors may from time to time prescribe. If
neither the Secretary nor any Assistant Secretary is present at any meeting of
the stockholders, a temporary Secretary to be designated by the person presiding
at the meeting shall perform the duties of the Secretary.
In the
absence of the appointment of a Treasurer for the Corporation, the Secretary
shall perform the duties of the Treasurer.
e. Treasurer. The Treasurer
will be the principal accounting and financial officer of the Corporation and
will have active control of and shall be responsible for all matters pertaining
to the accounts and finances of the Corporation. The Treasurer will have charge
of the corporate funds and securities and will keep a record of the property and
indebtedness of the Corporation. If required by the Board of Directors, the
Treasurer will give bond for the faithful discharge of duties in such sum and
with such surety or sureties as the Board may require. The Treasurer shall keep
such monies and securities of the Corporation as may be entrusted to his keeping
and account for the same. The Treasurer shall be prepared at all times to give
information as to the condition of the Corporation and shall make a detailed
annual report of the entire business and financial condition of the Corporation.
The person holding the office of Treasurer shall also perform, under the
direction and subject to the control of the President and the Board of
Directors, such other duties as may be assigned by either of such officers. The
duties of the Treasurer may also be performed by any Assistant
Treasurer.
f. Other Officers. The Board
of Directors may appoint such other officers, agents, or employees as it may
deem necessary for the conduct of the business of the Corporation. In addition,
the Board may authorize the President or some other officers to appoint such
agents or employees as they deem necessary for the conduct of the business of
the Corporation.
6.
Resignations
Any
officer may resign at any time by giving written notice thereof to the Board of
Directors. Any such resignation will take effect as of its date unless some
other date is specified therein, in which event it will be effective as of that
date. The acceptance of such resignation will not be necessary to make it
effective.
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ARTICLE
VII Shares of Stock and Their Transfer; Books
1.
Forms of Certificates
Shares of
the capital stock of the Corporation will be represented by certificates in such
form, not inconsistent with law or with the Certificate of Incorporation of the
Company, as will be approved by the Board of Directors, and will be signed by
the Chairman of the Board or President or a Vice President and the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed
with the seal of the Company. Such seal may be facsimile, engraved, or printed.
Where any such certificate is countersigned by a transfer agent or by a
registrar, the signature of such Chairman of the Board, President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer upon
such certificate may be facsimiles, engraved, or printed. Such certificates
shall be delivered representing all shares to which stockholders are
entitled.
2.
Issuance
Shares of
stock with par value (both treasury and authorized but unissued) may be issued
for such consideration (not less than par value) and to such persons as the
Board of Directors may determine from time to time. Shares of stock without par
value may be issued for such consideration as is determined from time to time by
the Board of Directors. Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid.
3.
Payment for Shares
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a.
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The
consideration for the issuance of shares shall consist of cash, services
rendered (including services actually performed for the Corporation), or
real or personal property (tangible or intangible) or any combination
thereof actually received. Neither promissory notes nor the promise of
future services shall constitute payment for
shares.
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b.
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In
the absence of actual fraud in the transaction, the judgment of the Board
of Directors as to the value of consideration received shall be
conclusive.
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c.
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When
consideration, fixed as provided by law, has been paid, the shares shall
be deemed to have been issued and shall be considered fully paid and
nonassessable.
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d.
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The
consideration received for shares shall be allocated by the Board of
Directors, in accordance with law, between stated capital and capital
surplus accounts.
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4.
Transfer of Shares
Shares of
stock of the Corporation will be transferred only on the stock books of the
Corporation by the holder of record thereof in person, or by a duly authorized
attorney, upon the endorsement and surrender of the certificate
therefor.
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5.
Stockholders of Record
Stockholders
of record entitled to vote at any meeting of stockholders or entitled to receive
payment of any dividend or to any allotment of rights or to exercise the rights
in respect of any change or conversion or exchange of capital stock will be
determined according to the Corporation's stock ledger and, if so determined by
the Board of Directors in the manner provided by statute, will be such
stockholders of record (a) at the date fixed for closing the stock transfer
books, or (b) as of the date of record.
6.
Lost, Stolen, or Destroyed Certificates
The Board
of Directors may direct the issuance of new or duplicate stock certificates in
place of lost, stolen, or destroyed certificates, upon being furnished with
evidence satisfactory to it of the loss, theft, or destruction and upon being
furnished with indemnity satisfactory to it. The Board of Directors may delegate
to any officer authority to administer the provisions of this
Section.
7.
Closing of Stock Transfer Books
The Board
of Directors will have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days nor less than ten (10)
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when change or conversion or exchange of capital stock will go into effect, or
for a period not exceeding sixty (60) days nor less than ten (10) days in
connection with obtaining the consent of stockholders for any purpose; or the
Board may, in its discretion, fix a date, not more than sixty (60) days nor less
than ten (10) days before any stockholders' meeting, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock will go into effect as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and at any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of such change, conversion, or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as will be stockholders of record on the date so fixed
will be entitled to notice of and to vote at such meeting and at any adjournment
thereof, or to receive payment of such dividend, or to exercise rights, or to
give such consent as the case may be, notwithstanding any transfer of any stock
on the books of the Corporation after such record date fixed as
aforesaid.
8.
Regulations
The Board
of Directors may make such rules and regulations as it may deem expedient
concerning the issuance, transfer, and registration of certificates of stock.
The Board of Directors may appoint one or more transfer agents or registrars, or
both, and may require all certificates of stock to bear the signature of either
or both.
9.
Examination of Books by Stockholders
The
original or duplicate stock ledger of the Corporation containing the names and
addresses of the stockholders and the number of shares held by them and the
other books and records of the Corporation will, at all times during the usual
hours of business, be available for inspection at its principal office, and any
stockholder, upon compliance with the conditions set forth in and to the extent
authorized by § 220 of the Delaware General Corporation Law, will have the right
to inspect such books and records.
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All
bonds, debentures and other corporate securities of the corporation, other than
stock certificates, may be signed by the Chairman of the Board (if there be such
an officer appointed), or the President or any Vice-President or such other
person as may be authorized by the Board of Directors and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature of a
trustee under an indenture pursuant to which such bond, debenture or other
corporate security shall be issued, the signature of the persons signing and
attesting the corporate seal on such bond, debenture or other corporate security
may be the imprinted facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation, or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile
signature of such person. In case any officer who shall have signed or attested
any bond, debenture or other corporate security, or whose facsimile signature
shall appear thereon or before the bond, debenture or other corporate security
so signed or attested shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation and issued and
delivered as though the person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such officer of the
corporation.
ARTICLE
VIII Insurance
1.
Insurance
By action
of its Board of Directors, notwithstanding any interest of the Directors in the
action, to the full extent permitted by the General Corporation Law of the State
of Delaware, the Corporation may purchase and maintain insurance, in such
amounts and against such risks as the Board of Directors deems appropriate, on
behalf of any person who is or was a Director, advisory Director, officer,
employee, or agent of the Corporation, or of any entity a majority of the voting
stock of which is owned by the Corporation, or who is or was serving at the
request of the Corporation as a Director, advisory Director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of the status as such, whether
or not the Corporation would have the power or would be required to indemnify
such person against such liability under the provisions of this Article, or of
the Corporation's Certificate of Incorporation or of the General Corporation Law
of the State of Delaware.
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ARTICLE
IX Miscellaneous
1.
Amendments
These
Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any
regular meeting of the stockholders or at any special meeting of the
stockholders at which a quorum is present or represented, provided notice of the
proposed alteration or repeal be contained in the notice of such special
meeting, by the affirmative vote of a majority of the shares entitled to vote at
such meeting and present or represented, or by a majority vote of the Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice of proposed alteration or repeal be contained in the notice of
such special meeting, except the Director shall not alter, amend, or repeal any
bylaw, or enact any bylaw in conflict with a bylaw, adopted by the stockholders
after the original adoption of these Bylaws; provided, however, no change of the
time or place of the meeting for the election of Directors shall be made within
sixty (60) days next before the date on which such meeting is to be held, and in
case of any change of said time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to the last known post office address
for such person at least twenty (20) days before the meeting is
held.
2.
Methods of Notice
Whenever
any notice is required to be given in writing to any stockholder or Director
pursuant to any statute, the Certificate of Incorporation, or these Bylaws, it
will not be construed to require personal or actual notice, and such notice will
be deemed for all purposes to have been sufficiently given at the time the same
is deposited in the United States mail with postage thereon prepaid, addressed
to the stockholder or Director at such address as appears on the books of the
Corporation. Whenever any notice may be or is required to be given by telegram
or facsimile to any Director, it will be deemed for all purposes to have been
sufficiently given at the time the same is filed with the telegraph or cable
office, properly addressed.
3.
Waiver of Notice
The
giving of any notice of the time, place, or purpose of holding any meeting of
stockholders or Directors and any requirement as to publication thereof, whether
statutory or otherwise, will be waived by the attendance at such meeting by any
person entitled to receive such notice except when the person attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and may be waived by such person by an instrument in writing executed
and filed with the records of the meeting, either before or after the holding
thereof.
The seal
of the Corporation shall be in such form as shall be adopted and approved from
time to time by the Board of Directors. The seal may be used by causing it, or a
facsimile thereof, to be impressed, affixed, imprinted or in any manner
reproduced.
The Board
of Directors may determine not to adopt a seal for the Corporation, in which
case any documents or instruments providing for the use of a seal shall be valid
despite the lack of a corporate seal.
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4.
Securities of Other Corporation
The
President or any Vice President of the Corporation shall have power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.
5.
Fiscal Year
The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
6.
Dividends
Dividends
upon the outstanding stock of the Corporation, subject to the provisions of the
statutes and the Certificate of Incorporation, may be declared by the Board of
Directors at any regular or special meeting. Dividends may be declared and paid
in cash, in property, or in shares of the Corporation, or in any combination
thereof.
7.
Reserves
There may
be created from time to time by resolution of the Board of Directors, out of
funds of the Corporation available for dividends, such reserve or reserves as
the Directors from time to time in their discretion think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors shall think
beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
8.
Signature of Negotiable Instruments
All
bills, notes, checks, or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents, and in such
manner, as are prescribed by resolution (whether general or special) of the
Board of Directors or the executive committee.
9.
Surety Bonds
Such
officers and agents of the Corporation (if any) as the Board of Directors may
direct from time to time shall be bonded for the faithful performance of their
duties and for the restoration to the Corporation, in case of their death,
resignation, disqualification or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in their possession or
under their control belonging to the Corporation, in such amounts and by such
surety companies as the Board of Directors may determine. The premiums on such
bonds shall be paid by the Corporation, and the bonds so furnished shall be in
the custody of the Secretary.
10.
Loans and Guaranties
The
Corporation may lend money to, guaranty obligations of, and otherwise assist its
Directors, officers and employees if the Board of Directors determines such
loans, guaranties, or assistance reasonably may be expected to benefit, directly
or indirectly, the Corporation.
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11.
Relation to Certificate of Incorporation
These
Bylaws are subject to, and governed by, the Certificate of
Incorporation.
Cell-nique
Corporation,
a Delaware
corporation
CERTIFICATE OF ADOPTION OF BYLAWS
The undersigned hereby certifies that he
or she is the duly elected, qualified, and acting Secretary Cell-nique
Corporation, a Delaware corporation and that the foregoing bylaws were adopted
as the corporation’s bylaws on October 1st 2008 by the
corporation’s board of directors.
IN WITNESS WHEREOF, the undersigned has
hereunto set his or her hand this 1st day of October,
2008.
___________________________
/s/ Dan
Ratner
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