Attached files
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S-1 - SONGWAVE INDUSTRIES FORM S-1 - SONGWAVE INDUSTRIES INC | songwave_s1.htm |
EX-23.1 - CONSENT - SONGWAVE INDUSTRIES INC | songwave_s1-2301.htm |
EX-5.1 - LEGAL OPINION - SONGWAVE INDUSTRIES INC | songwave_s1-00501.htm |
EX-3.1 - ARTICLES OF INCORPORATION - SONGWAVE INDUSTRIES INC | songwave_s1-0301.htm |
Exhibit 3.2
BYLAWS
OF
SONGWAVE INDUSTRIES,
INC.
a
Nevada Corporation
TABLE
OF CONTENTS
Page | ||
ARTICLE
I
|
OFFICES
|
1
|
Section
1.
|
Principal
Office
|
1
|
Section
2.
|
Other
Offices
|
1
|
ARTICLE
II
|
DIRECTORS
- MANAGEMENT
|
1
|
Section
1.
|
Powers,
Standard of Care
|
1
|
1.1
|
Powers
|
1
|
1.2
|
Standard
of Care; Liability
|
1
|
Section
2.
|
Number
and Qualification of Directors
|
2
|
Section
3.
|
Election
and Term of Office of Directors
|
2
|
Section
4.
|
Vacancies
|
2
|
Section
5.
|
Removal
of Directors
|
3
|
Section
6.
|
Place
of Meetings
|
3
|
Section
7.
|
Annual
Meetings
|
4
|
Section
8.
|
Other
Regular Meetings
|
4
|
Section
9.
|
Special
Meetings/Notices
|
4
|
Section
10.
|
Waiver
of Notice
|
5
|
Section
11.
|
Quorums
|
5
|
Section
12.
|
Adjournment
|
5
|
Section
13.
|
Notice
of Adjournment
|
5
|
Section
14.
|
Sole
Director Provided by Articles or Bylaws
|
5
|
Section
15.
|
Directors
Action by Unanimous Written Consent
|
5
|
Section
16.
|
Compensation
of Directors
|
6
|
Section
17.
|
Committees
|
6
|
Section
18.
|
Meetings
and Action of Committees
|
6
|
Section
19.
|
Advisors
|
6
|
ARTICLE
III
|
OFFICERS
|
6
|
Section
1.
|
Officers
|
6
|
Section
2.
|
Election
of Officers
|
7
|
Section
3.
|
Subordinate
Officers, Etc
|
7
|
i
Section
4.
|
Removal
and Resignation of Officers
|
7
|
Section
5.
|
Vacancies
|
7
|
Section
6.
|
Chairman
of the Board
|
7
|
Section
7.
|
President
|
7
|
Section
8.
|
Vice
President
|
8
|
Section
9.
|
Secretary
|
8
|
Section
10.
|
Treasurer
|
8
|
ARTICLE
IV
|
SHAREHOLDERS'
MEETINGS
|
9
|
Section
1.
|
Place
of Meetings
|
9
|
Section
2.
|
Annual
Meeting
|
9
|
Section
3.
|
Special
Meetings
|
9
|
Section
4.
|
Notice
of Meetings - Reports
|
10
|
Section
5.
|
Quorum
|
10
|
Section
6.
|
Adjourned
Meeting and Notice Thereof
|
11
|
Section
7.
|
Waiver
or Consent by Absent Shareholders
|
11
|
Section
8.
|
Maintenance
and Inspection of Bylaws
|
12
|
Section
9.
|
Annual
Report to Shareholders
|
12
|
Section
10.
|
Financial
Statements
|
12
|
Section
11.
|
Annual
Statement of General Information
|
13
|
ARTICLE
V
|
AMENDMENTS
TO BYLAWS
|
13
|
Section
1.
|
Amendment
by Shareholders
|
13
|
Section
2.
|
Amendment
by Directors
|
13
|
Section
3.
|
Record
of Amendments
|
13
|
ARTICLE
VI
|
SHARES
OF STOCK
|
13
|
Section
1.
|
Certificate
of Stock
|
13
|
Section
2.
|
Lost
or Destroyed Certificates
|
14
|
Section
3.
|
Transfer
of Shares
|
14
|
Section
4.
|
Record
Date
|
15
|
ARTICLE
VII
|
DIVIDENDS |
15
|
ARTICLE
VIII
|
FISCAL YEAR |
15
|
ii
ARTICLE
IX
|
CORPORATE
SEAL
|
15
|
ARTICLE
X
|
INDEMNITY
|
16
|
ARTICLE
XI
|
MISCELLANEOUS |
17
|
Section
1.
|
Shareholders'
Agreements
|
17
|
Section
2.
|
Effect
of Shareholders' Agreements
|
17
|
Section
3.
|
Subsidiary
Corporations
|
17
|
iii
BYLAWS
OF
SONGWAVE
INDUSTRIES, INC.
a
Nevada Corporation
ARTICLE
I
OFFICES
Section
1. Principal
Office. The principal office for the transaction of business
of the Corporation is hereby fixed and located at 6352 Santa Ynez, Huntington
Beach, CA 92647. The location may be changed by approval of a
majority of the authorized directors, and additional offices may be established
and maintained at such other place or places, within or outside of Nevada, as
the Board of Directors may from time to time designate.
Section
2. Other
Offices. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
Corporation is qualified to do business.
ARTICLE
II
DIRECTORS
- MANAGEMENT
Section
1. Powers, Standard of
Care.
1.1 Powers: Subject
to the provisions of the Nevada Revised Statutes (hereinafter the
"Code"), and subject to any limitations in the Articles of Incorporation of the
Corporation relating to action required to be approved by the Shareholders, as
that term is defined in the Code, or by the outstanding shares, as that term is
defined in the Code, 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. The Board of Directors may delegate the
management of the day-to-day operation of the business of the Corporation to a
management company or other persons, if the business and affairs of the
Corporation shall be managed, and all corporate powers shall be exercised, under
the ultimate direction of the Board.
1.2 Standard of Care;
Liability:
1.2.1 Each
Director shall exercise such powers and otherwise perform such duties, in good
faith, in the matters such Director believes to be in the best interests of the
Corporation, and with such care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar
circumstances.
1
1.2.2 In
performing the duties of a Director, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, in which case prepared or presented by:
(1) One or more
officers or employees of the Corporation whom the Director believes to be
reliable and competent in the matters presented,
(2) Counsel,
independent accountants or other persons as to which the Director believes to be
within such person's professional or expert competence, or
(3) A Committee
of the Board upon which the Director does not serve, as to matters within its
designated authority, which committee the Director believes to merit confidence,
so long as in any such case the Director acts in good faith, after reasonable
inquiry when the need therefore is indicated by the circumstances and without
knowledge that would cause such reliance to be unwarranted.
Section
2. Number and Qualification of
Directors. The authorized number of Directors of the
Corporation shall be not less than one (1) nor more than five (5) until changed
by a duly adopted amendment to the Articles of Incorporation or by an amendment
to this Section 2 of Article II of these Bylaws or, without amendment of these
Bylaws, the number of directors may be fixed or changed by resolution adopted by
the vote of the majority of directors in office or by the vote of holders of
shares representing a majority of the voting power at any annual meeting, or any
special meeting called for such purpose; but no reduction of the number of
directors shall have the effect of removing any director prior to the expiration
of his term.
Section
3. Election and Term of Office
of Directors.
3.1 Directors
shall be elected at each annual meeting of the Shareholders to hold office until
the next annual meeting. If any such annual meeting of Shareholders
is not held or the Directors are not elected thereat, the Directors may be
elected at any special meeting of Shareholders held for that
purpose. 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.
3.2 Except
as may otherwise be provided herein, or in the Articles of Incorporation by way
of cumulative voting rights, the members of the Board of Directors of this
Corporation, who need not be shareholders, shall be elected by a majority of the
votes cast at a meeting of shareholders, by the holders of shares of stock
present in person or by proxy, entitled to vote in the election.
Section
4. Vacancies.
4.1 A
vacancy or vacancies on the Board of Directors shall be deemed to exist in the
event of the death, resignation or removal of any Director, or if the Board of
Directors by resolution declares vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a felony, or if
the authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or directors
are elected, to elect the full authorized number of directors to be voted for at
the meeting.
2
4.2 Vacancies
on the Board of Directors, except for a vacancy created by the removal of a
Director, 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 Shareholders and
until a successor has been elected and qualified. A vacancy in the
Board of Directors created by the removal of a Director may only be filled by
the vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of the holders
of a majority of the outstanding shares.
4.3 The
Shareholders may elect a Director or Directors at any time to fill any vacancy
or vacancies, but any such election by written consent shall require the consent
of a majority of the outstanding shares entitled to vote.
4.4 Any
Director may resign, effective on giving written notice to the Chairman of the
Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for that resignation to become
effective. When one or more directors give notice of his or her or
their resignation from the Board of Directors, effective at a future date, the
Board may fill the vacancy or vacancies to take effect when the resignation or
resignations become effective, each Director so appointed to hold office during
the remainder of the term of office of the resigning Director(s).”
4.5 No
reduction of the authorized number of Directors shall have the effect of
removing any Director before that Director's term of office
expires.
Section
5. Removal of
Directors.
5.1 The
entire Board of Directors, or any individual Director, may be removed from
office as provided by Section 78.335 of the Code at any special meeting of
stockholders called for such purpose by vote of the holders of two-thirds of the
voting power entitling them to elect directors in place of those to be removed,
subject to the provisions of Section 5.2
5.2 No
Director may be removed (unless the entire Board is removed) when the votes cast
against removal or not consenting in writing to such removal would be sufficient
to elect such Director if voted cumulatively at an election at which the same
total number of votes were cast (or, if such action is taken by written consent,
all shares entitled to vote, were voted) and the entire number of Directors
authorized at the time of the Directors most recent election were then being
elected; and when by the provisions of the Articles of Incorporation the holders
of the shares of any class or series voting as a class or series are entitled to
elect one or more Directors, any Director so elected may be removed only by the
applicable vote of the holders of the shares of that class or
series.
Section
6. Place of
Meetings. Regular meetings of the Board of Directors shall be
held at any place within or outside the state that has been designated from time
to time by resolution of the Board. In the absence of such
resolution, regular meetings shall be held at the principal executive office of
the Corporation. Special meetings of the Board shall be held at any
place within or outside the state that has been designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, at the principal
executive office of the Corporation. Any meeting, regular or special,
may be held by conference telephone or similar communication equipment, so long
as all Directors participating in such meeting can hear one another, and all
such Directors shall be deemed to have been present in person at such
meeting.
3
Section
7. Annual
Meetings. Immediately following each annual meeting of
Shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business. Notice of this meeting shall not be
required. Minutes of any meeting of the Board, or any committee
thereof, shall be maintained as required by the Code by the Secretary or other
officer designated for that purpose.
Section
8. Other Regular
Meetings.
8.1 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 time and place of such meetings has been fixed by the Board of Directors,
and further provided the notice of any change in the time of such meeting shall
be given to all 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 such special meetings of the Board of Directors.
8.2 If
said day falls upon a holiday, such meetings shall be held on the next
succeeding day thereafter.
Section
9. Special
Meetings/Notices.
9.1 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.
9.2 Notice
of the time and place for special meetings shall be delivered personally or by
telephone to each Director or sent by first class mail or telegram, charges
prepaid, addressed to each Director at his or her address as it is shown in the
records of the Corporation. In case such notice is mailed, it shall
be deposited in the United States mail at least four days prior to the time of
holding the meeting. In case such notice is delivered personally, or
by telephone or telegram, it shall be delivered personally or be telephone or to
the telegram company at least 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
same 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.
4
Section
10. Waiver of
Notice.
10.1 The
transactions of any meeting of the Board of Directors, however called, noticed,
or wherever held, shall be as valid as though had at a meeting duly held after
the regular call and notice if a quorum is 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. Waivers of notice or consent need not specify the purposes
of the meeting. All such waivers, consents and approvals shall be
filed with the corporate records or made part of the minutes of the
meeting.
10.2 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
11. Quorums. Presence
of a majority of the authorized number of Directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 12 of
this Article II. Members of the Board may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one
another. Participation in a meeting as permitted by the preceding
sentence constitutes presence in person at such meeting. Every act or
decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum was present shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or the Articles of
Incorporation. 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
that meeting.
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 the holding of an
adjourned meeting need not be given, unless the meeting is adjourned for more
than 24 hours, in which case notice of such time and place shall be given prior
to the time of the adjourned meeting to the Directors who were not present at
the time of the adjournment.
Section
14. Sole Director Provided by
Articles or Bylaws. In the event only one Director is required
by the Bylaws or the Articles of Incorporation, then any reference herein to
notices, waivers, consents, meetings or other actions by a majority or quorum of
the Board of Directors shall be deemed or referred as such notice, waiver, etc.,
by the sole Director, who shall have all rights and duties and shall be entitled
to exercise all of the powers and shall assume all the responsibilities
otherwise herein described, as given to the Board of Directors.
Section
15. Directors Action by
Unanimous Written Consent. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting and with the
same force and effect as if taken by a unanimous vote of Directors, if
authorized by a writing signed individually or collectively by all members of
the Board of Directors. Such consent shall be filed with the regular
minutes of the Board of Directors.
5
Section
16. Compensation of
Directors. Directors, and members as such, shall not receive
any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and/or expenses, if any, may be allowed for
their attendance at each regular and special meeting of the Board of Directors
or for their services contributed to the Board of Directors; provided, however,
that nothing contained herein shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, employee or
otherwise receiving compensation for such services.
Section
17. Committees. Committees
of the Board of Directors may be appointed by resolution passed by a majority of
the whole Board. Committees shall be composed of two or more members
of the Board of Directors. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Committees shall have such
powers as those held by the Board of Directors as may be expressly delegated to
it by resolution of the Board of Directors, except those powers expressly made
non-delegable by the Code.
Section
18. Meetings and Action of
Committees. Meetings and action of committees shall be
governed by, and held and taken in accordance with, the provisions of Article
II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of
those Sections as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time of the regular
meetings of the committees may be determined by resolution of the Board of
Directors as well as the committee, and special meetings of committees may 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.
Section
19. Advisors. The
Board of Directors from time to time may request and/or hire for a fee one or
more persons to be Advisors to the Board of Directors, but such persons shall
not by such appointment be members of the Board of
Directors. Advisors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation, and to furnish consultation to the Board of
Directors. The period during which the title shall be held may be
prescribed by the Board of Directors. If no period is prescribed, the
title shall be held at the pleasure of the Board of Directors.
ARTICLE
III
OFFICERS
Section
1. Officers. The
principal officers of the Corporation shall be a President, a Chief Operations
Officer, a Secretary, and a Treasurer who may also be called Chief Financial
Officer. 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 III. Any number of offices may be held by the same
person.
6
Section
2. Election of
Officers. The principal 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, shall be chosen by the Board of Directors, and
each shall serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment. Each
officer shall hold office until his successor shall be duly elected and
qualified, or until his death, resignation, or removal in the manner hereinafter
provided.
Section
3. Subordinate Officers,
Etc. The Board of Directors may 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.
4.1 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 a majority of the
Directors at that time in office, at any regular or special meeting of the Board
of Directors, or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.
4.2 Any
officer may resign at any time by giving written notice to the Board of
Directors. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any 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. A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the Bylaws for
regular appointments to that office.
Section
6. Chairman of the
Board.
6.1 The
Chairman of the Board, if such an officer be elected, shall, if present, preside
at the meetings of the Board of Directors and exercise and perform such other
powers and duties as may, from time to time, be assigned 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
III.
7
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 is 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 officers of the Corporation. The President shall
preside at all meetings of the Shareholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of
Directors. The President shall have the general powers and duties of
management usually vested in the office of President of a corporation, shall be
ex officio a member of all the standing committees, including the Executive
Committee, if any, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the Bylaws.
Section
8. Vice
President. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the 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.
9.1 The
Secretary shall keep, or cause to be kept, a book of minutes of all meetings of
the Board of Directors and Shareholders at the principal office of the
Corporation or such other place as the Board of Directors may
order. The minutes shall include the time and place of holding the
meeting, whether regular or special, and if a special meeting, how authorized,
the notice thereof given, and the names of those present at Directors' and
committee meetings, the number of shares present or represented at Shareholders'
meetings and the proceedings thereof.
9.2 The
Secretary shall keep, or cause to be kept, at the principal office of the
Corporation or at the office of the Corporation's transfer agent, a share
register, or duplicate share register, showing the names of the Shareholders and
their addresses; the number and classes or 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.
9.3 The
Secretary shall give, or cause to be given, notice of all the meetings of the
Shareholders and of the Board of Directors required by the Bylaws or by law to
be given. The Secretary shall keep the seal of the Corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the Bylaws.
Section
10. Treasurer.
10.1 The
Treasurer shall keep and maintain, or cause to be kept and maintained, in
accordance with generally accepted accounting principles, adequate and correct
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, earnings (or surplus) and shares issued. The books
of account shall, at all reasonable times, be open to inspection by any
Director.
10.2 The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the
Board of Directors. The Treasurer 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 the
transactions of the Treasurer and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.
8
ARTICLE
IV
SHAREHOLDERS'
MEETINGS
Section
1. Place of
Meetings. Meetings of the Shareholders shall be held at any
place within or outside the state of Nevada designated by the Board of
Directors. In the absence of any such designation, Shareholders'
meetings shall be held at the principal executive office of the
Corporation.
Section
2. Annual
Meeting.
2.1 The
annual meeting of the Shareholders shall be held, each year, as
follows:
Time
of Meeting:
|
10:00
A.M.
|
Date
of Meeting:
|
May
1
|
2.2 If
this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same time. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as may be properly brought
before the meeting.
2.3 If
the above date is inconvenient, the annual meeting of Shareholders shall be held
each year on a date and at a time designated by the Board of Directors within a
reasonable date of the above date upon proper notice to all
Shareholders.
Section
3.
Special
Meetings.
3.1 Special
meetings of the Shareholders for any purpose or purposes whatsoever, may be
called at any time by the Board of Directors, the Chairman of the Board, the
President, or by one or more Shareholders holding shares in the aggregate
entitled to cast not less than 50% of the votes at any such
meeting.
3.2 If
a special meeting is called by any person or persons other than the Board of
Directors, the request shall be in writing, specifying the time of such meeting
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 shall forthwith cause notice to be given to the Shareholders
entitled to vote, in accordance with the provisions of Sections 4 and 5 of this
Article, that a meeting will be held at the time requested by the person or
persons calling the meeting, not less than 35 nor more than 60 days after the
receipt of the request. If the notice is not given within 20 days
after receipt of the request, the person or persons requesting the meeting may
give the notice in the manner provided in these Bylaws or upon application to
the Superior Court. Nothing contained in this paragraph of this
Section shall be construed as limiting, fixing or affecting the time when a
meeting of Shareholders called by action of the Board of Directors may be
held.
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Section
4. Notice of Meetings -
Reports.
4.1 Notice
of any Shareholders meetings, annual or special, shall be given in writing not
less than 10 days nor more than 60 days before the date of the meeting to
Shareholders entitled to vote thereat by the Secretary or the Assistant
Secretary, or if there be no such officer, or in the case of said Secretary or
Assistant Secretary's neglect or refusal, by any Director or
Stockholder.
4.2 Such
notices or any reports shall be given personally or by mail or other means of
written communication as provided in the Code and shall be sent to the
Stockholder's address appearing on the books of the Corporation, or supplied by
the Stockholder to the Corporation for the purpose of notice, and in the absence
thereof, as provided in the Code by posting notice at a place where the
principal executive office of the Corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located.
4.3 Notice
of any meeting of Shareholders shall specify the place, the day and the hour of
meeting, and (i) in case of a special meeting, the general nature of the
business to be transacted and that no other business may be transacted, or
(ii) in the case of an annual meeting, those matters which the Board of
Directors, at the date of mailing of notice, intends to present for action by
the Shareholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.
4.4 Notice
shall be deemed given at the time it is delivered personally or deposited in the
mail or sent by other means of written communication. The officer
giving such notice or report shall prepare and file in the minute book of the
Corporation an affidavit or declaration thereof.
4.5 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,
pursuant to Section 78.140 of the Code, (ii) an amendment to the Articles
of Incorporation, pursuant to Section 78.390 of the Code, (iii) a
reorganization of the Corporation, (iv) dissolution of the Corporation,
pursuant to Section 783.580 of the Code, or (v) a distribution to preferred
Shareholders, pursuant to Section 78.426 of the Code, the notice shall also
state the general nature of such proposal.
Section
5. Quorum.
5.1 The
holders of a majority of the shares entitled to vote at a Shareholders' meeting,
present in person, or represented by proxy, shall constitute a quorum at all
meetings of the Shareholders for the transaction of business except as otherwise
provided by the Code or by these Bylaws.
5.2 The
Shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by a majority of the shares required
to constitute a quorum.
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Section
6. Adjourned Meeting and Notice
Thereof.
6.1 Any
Shareholders' 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.
6.2 When
any meeting of Shareholders, 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,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the original meeting,
in which case the Board of Directors shall set a new record
date. Notice of any adjourned meeting shall be given to each
Stockholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Section 4 of this Article. At any adjourned
meeting, the Corporation may transact any business, which might have been
transacted at the original meeting.
Section
7. Waiver or Consent by Absent
Shareholders.
7.1 The
transactions of any meeting of Shareholders, either annual or special, however
called and noticed, shall be 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 of the Shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of notice, or a
consent to the holding of such meeting or an approval of the minutes
thereof.
7.2 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 Shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in Section E of Section 4 of this Article, 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.
7.3 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. A Shareholder or Shareholders of the Corporation holding at
least 5% in the aggregate of the outstanding voting shares of the Corporation
may (i) inspect, and copy the records of Shareholders' names and addresses
and shareholdings during usual business hours upon five days prior written
demand upon the Corporation, and/or (ii) obtain from the transfer agent by
paying such transfer agent's usual charges for such a list, a list of the
Shareholders' names and addresses who are entitled to vote for the election of
Directors, and their shareholdings, as of the most recent record date for which
such list has been compiled or as of a date specified by the Shareholders
subsequent to the day of demand. Such list shall be made available by
the transfer agent on or before the later of five days after the demand is
received or the date specified therein as the date as of which the list is to be
compiled. The record of Shareholders shall also be open to inspection
upon the written demand of any Shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to such holder's interest as a Shareholder or as a holder of a voting
trust certificate. Any inspection and copying under this Section may be made in
person or by an agent or attorney of such Shareholder or holder of a voting
trust certificate making such demand.
11
Section
8. Maintenance and Inspection
of Bylaws. The Corporation shall keep at its principal
executive office, or if not in this state, at its principal business office in
this state, the original or a copy of the Bylaws amended to date, which shall be
open to inspection by the Shareholders at all reasonable times during office
hours. If the principal executive office of the Corporation is
outside the state and the Corporation has no principal business office in this
state, the Secretary shall, upon written request of any Shareholder, furnish to
such Shareholder a copy of the Bylaws as amended to date.
Section
9. Annual Report to
Shareholders.
9.1 Provided
the Corporation has 100 Shareholders or less, the Annual Report to Shareholders
is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other period reports
to Shareholders of the Corporation as they deem appropriate.
Section
10. Financial
Statements.
10.1 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 at the principal
executive office of the Corporation for 12 months from the date of its
execution, and each such statement shall be exhibited at all reasonable times to
any Shareholder demanding an examination of such statement or a copy shall be
made for any such Shareholder.
10.2 If
a Shareholder or Shareholders holding at least 5% of the outstanding shares of
any class of stock of the Corporation make a written request to the Corporation
for an Income Statement of the Corporation for the three month, six month or
nine month period of the then current fiscal year ended more than 30 days prior
to the date of the request, and a Balance Sheet of the Corporation at the end of
such period, the Chief Financial Officer shall cause such statement to be
prepared, if not already prepared, and shall deliver personally or mail such
statement or statements to the person making the request within 30 days after
the receipt of such request. If the Corporation has not sent to the
Shareholders its Annual Report for the last fiscal year, this report shall
likewise be delivered or mailed to such Shareholder or Shareholders within 30
days after such request.
10.3 The
Corporation also shall, upon the written request of any Shareholder, mail to the
Shareholder a copy of the last annual, semi-annual or quarterly Income
Statement, which it has prepared, and a Balance Sheet as of the end of such
period. This quarterly Income Statement and Balance Sheet referred to
in this Section shall be accompanied by the report thereon, if any, of
any independent accountants engaged by the Corporation or the
certificate of authorized officer of the Corporation such that financial
statements were prepared without audit from the books and records of the
Corporation.
12
Section
11. Annual Statement of General
Information. The Corporation shall, in a timely manner, in
each year, file with the Secretary of State of Nevada, on the prescribed form,
the statement setting forth the authorized number of Directors, the names and
complete business or residence addresses of all incumbent Directors, the names
and complete business or residence addresses of the Chief Executive Officer,
Secretary and Chief Financial Officer, the street address of its principal
executive office or principal business office in this state and the general type
of business constituting the principal business activity of the Corporation,
together with a designation of the agent of the Corporation for the purpose of
the service of process, all in compliance with the Code.
ARTICLE
V
AMENDMENTS
TO BYLAWS
Section
1. Amendment by
Shareholders. All Bylaws of the Corporation shall be subject
to alteration or repeal, and new Bylaws may be made by the affirmative vote of
shareholders holding of record in the aggregate at least a majority of the
outstanding shares of stock entitled to vote in the election of directors at any
annual or special meeting of shareholders, provided that the notice or waiver of
notice of such meeting shall have summarized or set forth in full therein, the
proposed amendment.
Section
2. Amendment by
Directors. The Board of Directors shall have power to make,
adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation,
provided, however, that the shareholders entitled to vote with respect thereto
as in this Article V above-provided may alter, amend or repeal Bylaws made by
the Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of shareholders or of the Board of Directors
or to change any provisions of the Bylaws with respect to the removal of
directors or the filling of vacancies in the Board resulting from the removal by
the shareholders. If any bylaw regulating an impending election of
directors is adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of shareholders for the election
of directors, the Bylaws so adopted, amended or repealed, together with a
concise statement of the changes made.
Section
3. Record of
Amendments. Whenever an amendment or new Bylaw is adopted, it
shall be copied in the corporate book of Bylaws with the original Bylaws, in the
appropriate place. If any Bylaw is repealed, the fact of repeal with the date of
the meeting at which the repeal was enacted or written assent was filed shall be
stated in the corporate book of Bylaws.
ARTICLE
VI
SHARES
OF STOCK
Section
1. Certificate of
Stock.
13
1.1 The
certificates representing shares of the Corporation's stock shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued. The certificates shall bear the
following: the Corporate Seal, the holder's name, the number of
shares of stock and the signatures of: (1) the Chairman of the Board,
the President or a Vice President and (2) the Secretary, Treasurer, any
Assistant Secretary or Assistant Treasurer.
1.2 No
certificate representing shares of stock shall be issued until the full amount
of consideration therefore has been paid, except as otherwise permitted by
law.
1.3 To
the extent permitted by law, the Board of Directors may authorize the issuance
of certificates for fractions of a share of stock which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share of stock as of the
time when those entitled to receive such fractions are determined; or its may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the signature of an officer or agent
of the corporation, exchangeable as therein provided for full shares of stock,
but such scrip shall not entitle the holder to any rights of a stockholder,
except as therein provided.
Section
2. Lost or Destroyed
Certificates.
The
holder of any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any
such evidence or bond when, in the judgment of the Board of directors, it is
proper to do so.
Section
3. Transfer of
Shares.
3.1 Transfer
of shares of stock of the Corporation shall be made on the stock ledger of the
Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares of stock with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of taxes as the Corporation or its agents may require.
14
3.2 The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the absolute owner thereof for all purposes and ,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section
4. Record
Date. In lieu of closing the stock ledger of the Corporation,
the Board of Directors may fix, in advance, a date not exceeding sixty (60)
days, nor less than ten (10) days, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividends
or allotment of any rights, or for the purpose of any other
action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of, or to vote at, a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which the notice is given, or, if no notice is given, the day preceding the
day on which the meeting is held. The record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the directors relating thereto is
adopted. When a determination of shareholders of record entitled to
notice of, or to vote at, any meeting of shareholders has been made, as provided
for herein, such determination shall apply to any adjournment thereof, unless
the directors fix a new record date for the adjourned meeting.
ARTICLE
VII
DIVIDENDS
Subject
to applicable law, dividends may be declared and paid out of any funds available
therefore, as often, in such amount, and at such time or times as the Board of
Directors may determine.
ARTICLE
VIII
FISCAL
YEAR
The
fiscal year of the Corporation shall be December 31, and may be changed by the
Board of Directors from time to time subject to applicable law.
ARTICLE
IX
CORPORATE
SEAL
The
corporate seal shall be circular in form, and shall have inscribed thereon the
name of the Corporation, the date of its incorporation, and the word "Nevada" to
indicate the Corporation was incorporated pursuant to the laws of the State of
Nevada.
ARTICLE
X
INDEMNITY
15
Section
1. Every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Nevada from time to
time against all expenses, liability and loss (including attorneys’ fees,
judgments, fines, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The Board of
Directors may, in its discretion, cause the expense of officers and directors
incurred in defending a civil or criminal action, suit or proceeding to 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. No such person shall be indemnified against, or be
reimbursed for, any expense or payments incurred in connection with any claim or
liability established to have arisen out of his own willful misconduct or gross
negligence. Any right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, which such directors, officers, or representatives may
have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of shareholders, provision of law or otherwise,
as well as their rights under this Article.
Section
2. The
Board of Directors may cause the corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such status, whether
or not the corporation would have the power to indemnify such
person.
Section
3. The
Board of Directors may from time to time adopt further Bylaws with respect to
indemnification and may amend these and such Bylaws to the full extent permitted
by the Code.
16
ARTICLE
XI
MISCELLANEOUS
Section
1. Shareholders'
Agreements. Notwithstanding anything contained in this Article
X to the contrary, in the event the Corporation elects to become a close
corporation, an agreement between two or more Shareholders thereof, if in
writing and signed by the parties thereto, may provide that in exercising any
voting rights, the shares held by them shall be voted as provided therein, and
may otherwise modify the provisions contained in Article IV, herein as to
shareholders’ meetings and actions.
Section
2. Effect of Shareholders'
Agreements. Any Shareholders' Agreement authorized by the
Code, shall only be effective to modify the terms of these Bylaws if the
Corporation elects to become a close corporation with the appropriate filing of
an amendment to its Articles of Incorporation as required by the Code and shall
terminate when the Corporation ceases to be a close corporation. Such
an agreement cannot waive or alter the Sections of the Code. Any
other provisions of the Code or these Bylaws may be altered or waived thereby,
but to the extent they are not so altered or waived, these Bylaws shall be
applicable.
Section
3. Subsidiary
Corporations. Shares of the Corporation owned by a subsidiary
shall not be entitled to vote on any matter. For the purpose of this
Section, a subsidiary of the Corporation as defined the Code is defined as
another corporation of which shares thereof possessing more than 25% of the
voting power are owned directly or indirectly through one or more other
corporations of which the Corporation owns, directly or indirectly, more than
50% of the voting power.
17
CERTIFICATE
OF SECRETARY
I, the
undersigned, certify that:
1. I
am the duly elected and acting Secretary of Songwave Industries, Inc., a Nevada
corporation; and
2. The
foregoing Amended and Restated Bylaws, consisting of 17 pages, are the Bylaws of
this Corporation as adopted by the Board of Directors.
IN
WITNESS WHEREOF, I have subscribed my name and affixed the seal of this
Corporation on this 1st day
of November, 2006.
/s/ Analyn Sahachaisere,
Secretary
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Analyn
Sahachaisere
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