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| 8-K - IB3 NETWORKS, INC. - IB3 Networks, Inc. | form-8k_16651.htm |
EXHIBIT 3.2
AMENDED
AND RESTATED BYLAWS
OF
iB3
NETWORKS, INC.
(A
Nevada Corporation)
ARTICLE
I
OFFICES
Section
1. Principal Executive
Office. The Principal Executive Office of the Corporation is
hereby fixed at 10 S. High Street, Canal Winchester, Ohio, or such other place
as the Board of Directors may from time to time determine.
Section
2. Registered
Office. The Registered Office of this Corporation shall be in
the County of Franklin, State of Ohio.
Section
3. Other
Offices. Branch or subordinate offices may be established by
the Board of Directors at such other places as may be desirable.
ARTICLE
II
STOCKHOLDERS
Section
1. Place of
Meeting. Meetings of stockholders shall be held either at the
Principal Executive Office of the Corporation or at any other location within or
without the State of Nevada which may be designated by written consent of all
persons entitled to vote thereat.
Section
2. Annual
Meetings. The annual meeting of stockholders shall be held on
such date and at such time as may be fixed by the Board; provided, however, that
should said day fall upon a Saturday, Sunday, or legal holiday observed by the
Corporation at its Principal Executive Office, then any such meeting of
stockholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meeting, directors
shall be elected by plurality vote and any other proper business may be
transacted.
Section
3. Special
Meetings. Special meetings of the stockholders may be called
for any purpose or purposes permitted under Chapter 78 of Nevada Revised
Statutes at any time by the Board, the Chairman of the Board, the President, or
by the stockholders entitled to cast not less than fifty-one percent (51%) of
the votes at such meeting. Upon request in writing to the Chairman of
the Board, the President, any Vice-President or the Secretary, by any person or
persons entitled to call a special meeting of stockholders, the Secretary shall
cause notice to be given to the stockholders entitled to vote, that a special
meeting will be held not less than ten (10) nor more than sixty (60) days after
the date of the notice.
Section
4. Notice of Annual or Special
Meeting. Written notice of each annual meeting signed by an
officer shall be given not less than ten (10) days or more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote
thereat. Such notice
shall
state the place, date and hour of the meeting and (i) in the case of a special
meeting the general nature of the business to be transacted or (ii) in the case
of the annual meeting, those matters which the Board, at the time of the mailing
of the notice, intends to present for action by the stockholders, but, any
proper matter may be presented at the meeting for such action. The
notice of any meeting at which directors are to be elected shall include the
names of the nominees intended, at the time of the notice, to be presented by
management for election.
Notice of
a stockholders’ meeting shall be given either personally or by mail or,
addressed to the stockholder at the address of such stockholder appearing on the
books of the Corporation or if no such address appears or is given, by
publication at least once in a newspaper of general circulation in Carson City
County, Nevada. An affidavit of mailing of any notice, executed by
the Secretary, shall be prima facie evidence of the giving of the
notice.
Section
5. Quorum. A
majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of stockholders. If a quorum
is present, the affirmative vote of the majority of stockholders represented and
voting at the meeting on any matter, shall be the act of the
stockholders. Notwithstanding the foregoing, (1) the sale, transfer
and other disposition of substantially all of the Corporation’s properties and
(2) a merger or consolidation of the Corporation shall require the approval by
an affirmative vote of not less than two-thirds (2/3) of the Corporation’s
issued and outstanding shares.
Section
6. Adjourned Meeting and Notice
Thereof. Any stockholders’ meeting, whether or not a quorum is
present, may be adjourned from time to time. In the absence of a
quorum (except as provided in Section 5 of this Article), no other business may
be transacted at such meeting.
It shall
not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat, other than by announcement
at the meeting at which such adjournment is taken; provided, however when a
stockholders meeting is adjourned for more than forty-five (45) days or, if
after adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given as in the case of an original
meeting.
Section
7. Voting. The
stockholders entitled to notice of any meeting or to vote at such meeting shall
be only persons in whose name shares stand on the stock records of the
Corporation on the record date determined in accordance with Section 8 of this
Article.
Section
8. Record
Date. The directors may prescribe a period not exceeding 60
days before any meeting of the stockholders during which no transfer of stock on
the books of the Corporation may be made, or may fix, in advance, a record date
not more than 60 or less than 10 days before the date of any such meeting as the
date as of which stockholders entitled to notice of and to vote at such meetings
must be determined. Only stockholders of record on that day are
entitled to notice or to vote at such a meeting.
If a
record date is not fixed, the record date is at the close of business on the day
before the day on which notice is given or, if notice is waived, at the close of
business on the day before the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders applies to an adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting. The
Board of Directors must fix a new record date if the meeting is adjourned to a
date more than 60 days later than the date set for the original
meeting.
Section
9. Consent of
Absentees. The transactions of any meeting of stockholders,
however called and noticed, and wherever held, are as valid as though had at a
meeting duly held, after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of the meeting or an approval of
the minutes thereof.
All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Section
10. Action Without
Meeting. Any action which, under any provision of law, may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
actions to be taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Unless a record date for voting purposes be
fixed as provided in Section 8 of this Article, the record date for determining
stockholders entitled to give consent pursuant to this Section 10, when no prior
action by the Board has been taken, shall be the day on which the first written
consent is given.
Section
11. Proxies. Each
person entitled to vote shares has the right to do so either in person or by one
or more persons authorized by a written proxy executed by such stockholder and
filed with the Secretary.
Section
12. Conduct of
Meeting. The President shall preside as Chairman at all
meetings of the stockholders, unless another Chairman is
selected. The Chairman shall conduct each such meeting in a
businesslike and fair manner, but shall not be obligated to follow any
technical, formal or parliamentary rules or principles of procedure. The
Chairman’s ruling on procedural matters shall be conclusive and binding on all
stockholders, unless at the time of ruling a request for a vote is made by a
stockholder entitled to vote and represented in person or by proxy at the
meeting, in which case the decision of a majority of such shares shall be
conclusive and binding on all stockholders. Without limiting the
generality of the foregoing, the Chairman shall have all the powers usually
vested in the chairman of a meeting of stockholders.
ARTICLE
III
DIRECTORS
Section
1. Powers. Subject
to limitation of the Nevada Revised Statutes, the Articles of Incorporation, of
these Bylaws, and of actions required to be approved by the stockholders, 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 may, as permitted by law, delegate the
management of the day-to-day operation of the business of the Corporation to a
management company or other persons or officers of the Corporation provided that
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the
Board.
Section
2. Number and Qualification of
Directors. The authorized number of directors shall be at
least two (2) and not more than thirteen (13), until changed by amendment of the
Articles or by a bylaw duly adopted by approval of the outstanding shares
amending this Section 2.
Section
3. Election and Term of
Office. The directors shall be elected at each annual meeting
of stockholders or by consent of the stockholders in lieu of
meeting. But, if any such annual meeting is not held or the directors
are not elected thereat, the directors may be elected at any special meeting of
stockholders held for that purpose. Each director shall hold office
until the next annual meeting and until a successor has been elected and
qualified.
Section
4. Chairman of the
Board. At the regular meeting of the Board, the first order of
business will be to select, from its members, a Chairman of the Board whose
duties will be to preside over all board meetings until the next annual meeting
and until a successor has been chosen.
Section
5. Vacancies. Any
director may resign, effective upon giving written notice to the Chairman of the
Board, the President, Secretary, or the Board, unless the notice specified a
later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
A vacancy
or vacancies in the Board shall be deemed to exist in case of the death,
resignation or removal of any director or if the authorized number of directors
be increased, or if the stockholders fail, at any annual or special meeting of
stockholders at which any directors are elected, to elect the full authorized
number of directors to be voted for at the meeting.
The Board
may declare vacant the office of a director who has been declared of unsound
mind or convicted of a felony by an order of court.
The Board
may elect a director or directors at any time to fill any vacancy or
vacancies. If the Board accepts the resignation of a director
tendered to take effect at a future time, the
stockholders
shall have power to elect a successor to take office when the resignation is to
become effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director’s term of
office.
Section
6. Removal of
Directors. Except as otherwise provided in Chapter 78.335 of
the Nevada Revised Statutes, any director or one or more of the incumbent
directors may be removed from office by the vote of stockholders representing
not less than two-thirds of the voting power of the issued and outstanding stock
entitled to voting power.
Section
7. Place of
Meeting. Any meeting of the Board shall be held at any place
within or without the State of Nevada which has been designated from time to
time by the Board. In the absence of such designation meeting shall
be held at the Principal Executive Office of the Corporation.
Section
8. Regular
Meetings. Immediately following each annual meeting of
stockholders the Board shall hold a regular meeting for the purpose of
organization, selection of a Chairman of the Board, election of officers, and
the transaction of other business. Call and notice of such regular
meeting is hereby dispensed with.
Section
9. Special
Meetings. Special meetings of the Board for any purpose may be
called at any time by the Chairman of the Board, the President, or the Secretary
or by any two directors.
Special
meetings of the Board shall be held upon at least four (4) days written notice
or forty-eight (48) hours notice given personally or by telephone, telegraph,
telex or other similar means of communication. Any such notice shall
be addressed or delivered to each director at such director’s address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation by the director for the purposes of notice.
Section
10. Quorum. A
majority of the authorized number of directors then in office constitutes a
quorum of the Board for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board, unless a different number be required by law
or by 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 number of directors required as noted above to constitute a quorum for
such meeting.
Section
11. Participation in Meetings by
Conference Telephone. Members of the Board may participate in
a meeting through use of conference telephone or similar communications
equipment, so long as all members participate in such meeting can hear one
another.
Section
12. Waiver of
Notice. The transactions of any meeting of the Board, however
called and noticed or wherever held are as valid as though had at a meeting duly
held after regular call and notice if a quorum be present and if, either before
or after the meeting, each of the directors not present signs a written waiver
of notice, a consent to holding such meeting or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made part of the minutes of the meeting.
Section
13. Adjournment. A
majority of the directors present, whether or not a quorum is present, may
adjourn any directors’ meeting to another time and place. Notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned. If
the meeting is adjourned for more than forty-eight (48) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of
adjournment.
Section
14. Fees and
Compensation. Directors and members of committees may receive
such compensation, if any, for their services, and such reimbursement for
expenses, as may be fixed or determined by the Board.
Section
15. Action without
Meeting. Any action required or permitted to be taken by the
Board may be taken without a meeting if, before or after the action, all members
of the Board shall individually or collectively consent in writing to such
action. Such consent or consents shall have the same effect as a
unanimous vote of the Board and shall be filed with the minutes of the
proceedings of the Board.
Section
16. Committees. The
Board may appoint one or more committees, each consisting of two or more
directors, and delegate to such committees any of the authority of the Board
except with respect to:
(a) The
approval of any action which requires stockholders’ approval or approval of the
outstanding shares;
(b) The
filling of vacancies on the Board or on any committees;
(c) The
fixing of compensation of the directors for serving on the Board or on any
committee;
(d) The
amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) The
amendment or repeal of any resolution of the Board which by its express terms is
not so amendable or repealable by a committee of the Board;
(f)
A
distribution to the stockholders of the Corporation;
(g) The
appointment of other committees of the Board or the members
thereof. Any such committee must be appointed by resolution adopted
by a majority of the
authorized
number of directors and may be designated an Executive Committee or by such
other name as the Board shall specify.
The Board
shall have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. Unless the Board or such committee
shall otherwise provide, the regular or special meetings and other actions of
any such committee shall be governed by the provisions of this Article
applicable to meetings and actions of the Board. Minutes shall be
kept of each meeting of each committee.
ARTICLE
IV
OFFICERS
Section
1. Election and
Qualifications. The officers of this Corporation shall consist
of a President (who may also be referred to as Chief Executive Officer), one or
more Vice Presidents, a Secretary, a Treasurer (who may also be referred to as
Chief Financial Officer) and such other officers, including, but not limited to
Assistant Secretaries and Assistant Treasurers as the Board of Directors shall
deem expedient, who shall be chosen in such manner and hold their offices for
such terms as the Board of Directors may prescribe. Any two or more
of such offices may be held by the same person. Any Vice President,
Assistant Treasurer or Assistant Secretary, respectively, may exercise any of
the powers of the President, the Treasurer, or the Secretary, respectively, as
directed by the Board of Directors, and shall perform such other duties as are
imposed upon him or her by the Bylaws of the Board of Directors.
Section
2. Term of Office and
Compensation. The term of office and salary of each of said
officers and the manner and time of the payment of such salaries shall be fixed
and determined by the Board of Directors and may be altered by said Board from
time to time at its pleasure, subject to the rights, if any, of an officer under
any contract of employment. Any officer may resign at any time upon
written notice to this Corporation, without prejudice to the rights, if any, of
this Corporation under any contract to which the officer is a
party. If any vacancy occurs in any office of this Corporation, the
Board of Directors may elect a successor to fill such vacancy.
Section
3. Subordinate
Officers. The Board may elect, and may empower the President,
to appoint, such other officers as the business of the Corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these Bylaws or as the Board, or the President
may from time to time direct.
Section
4. Removal and
Resignation. Any officer may be removed, either with or
without cause, by the Board of Directors at any time, or, except in the case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.
Any
officer may resign at any time by giving written notice to the
Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified
therein. The acceptance of such resignation shall be necessary to
make it effective.
Section
5. Vacancies. A
vacancy of any office because of death, resignation, removal, disqualification,
or any other cause shall be filled in the manner prescribed by these Bylaws for
the regular election or appointment to such office.
Section
6. Powers and Duties of the
Chairman of the Board. The Chairman of the Board of Directors,
if there be one, shall have the power to preside at all meetings of the Board of
Directors and shall have such other powers and shall be subject to such other
duties as the Board of Directors may from time to time prescribe.
Section
7. Powers and Duties of the
President. The powers and duties of the President
are:
(a) To act as
the general manager, President, and chief executive officer of this Corporation
and, subject to the control of the Board of Directors, to have general
supervision, direction and control of the business and affairs of this
Corporation.
(b) To
preside at all meetings of the stockholders and, in the absence of the Chairman
of the Board or if there be no Chairman, at all meetings of the Board of
Directors.
(c) To call
meetings of the stockholders and meetings of the Board of Directors to be held
at such times and, subject to the limitations prescribed by law or by these
Bylaws, at such places as he or she shall deem proper.
(d) To affix
the signature of this Corporation to all deeds, conveyances, mortgages, leases,
obligations, bonds, certificates and other papers and instruments in writing
which have been authorized by the Board of Directors or which, in the judgment
of the President, should be executed on behalf of this Corporation; to sign
certificates for shares of stock of this Corporation; and, subject to the
direction of the Board of Directors, to have general charge of the property of
this Corporation and to supervise and control all officers, agents and employees
of this Corporation.
Section
8. President Pro
Tem. If neither the Chairman of the Board, the President, nor
any Vice President is present at any meeting of the Board of Directors, a
President pro tem may be chosen to preside and act at such
meeting. If neither the President nor any Vice President is present
at any meeting of the stockholders, a President pro tem may be chosen to preside
at such meeting.
Section
9. Powers and Duties of the
Vice President. The titles, powers and duties of the Vice
President or Vice Presidents shall be prescribed by the Board of
Directors. In case of the absence, disability or death of the
President, the Vice President, or one of the Vice Presidents, shall exercise all
of his or her powers and perform all of his or her duties. If there
is more than one Vice President, the order in which the Vice President shall
succeed to the powers and duties of the President shall be as fixed by the Board
of Directors.
Section
10. Powers and Duties of the
Secretary. The powers and duties of the Secretary
are:
(a) To keep a
book of minutes at the Principal Executive Office of this Corporation, or such
other place as the Board of Directors may order, of all meetings of its
directors and stockholders with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors’ meetings, the number of shares present or
represented at stockholders’ meetings and the proceeds thereof.
(b) To keep
the seal of this Corporation (if one has been adopted by the Board) and to affix
the same to all instruments which may require it.
(c) To keep
or cause to be kept at the Principal Executive Office of this Corporation, or at
the office of the transfer agent or agents, a record of the stockholders of this
Corporation, giving the names and addresses of all stockholders and the number
and class of shares held by each, the number and date of certificates issued for
shares and the number and date of cancellation of every certificate surrendered
for cancellation.
(d) To keep a
supply of certificates for shares of this Corporation, to fill in all
certificates issued, and to make a proper record of each such issuance; provided
that so long as this Corporation shall have one or more duly appointed and
acting transfer agents of the shares, or any class or series of shares, of this
Corporation, such duties with respect to such shares shall be performed by such
transfer agent or transfer agents.
(e) To
transfer upon the share books of this Corporation any and all shares of this
Corporation; provided that so long as this Corporation shall have one or more
duly appointed and acting transfer agents of the shares, or any class or series
of shares, of this Corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents, and the method of transfer
of each certificate shall be subject to the reasonable regulations of the
transfer agent to which the certificate is presented for transfer and, also, if
this Corporation then has one or more duly appointed and acting registrars,
subject to the reasonable regulations of the registrar to which a new
certificate is presented for registration; and provided, further, that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 1(b) of Article VII of
the Bylaws.
(f) To make
service and publication of all notices that may be necessary or proper and
without command or direction from anyone. In case of the absence,
disability, refusal or neglect of the Secretary to make service or publication
of any notices, then such notices may be served and/or published by the
President or a Vice President, or by any person thereunto authorized by either
of them or by the Board of Directors or by the holders of a majority of the
outstanding shares of this Corporation.
(g) Generally
to do and perform all such duties as pertain to such office and as may be
required by the Board of Directors.
Section
11. Assistant
Secretaries. In the absence or disability of the Secretary,
the Assistant Secretaries, in order of their rank as fixed by the Board or, if
not ranked, the
Assistant
Secretary designated by the Board, shall perform all the duties of the
Secretary, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Secretary. The Assistant Secretaries
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the President, or the
Board.
Section
12. Powers and Duties of the
Treasurer. The Treasurer shall serve as the chief financial
officer of the Corporation. The powers and duties of the Treasurer
are:
(a) To
supervise and control the keeping and maintaining of adequate and correct
accounts of this Corporation’s properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and shares. The books of account shall at all
reasonable times be open to inspection by any director.
(b) To have
the custody of all funds, securities, evidences of indebtedness and other
valuable documents of this Corporation and, at his or her discretion, to cause
any or all thereof to be deposited for the account of this Corporation with such
depository as may be designated from time to time by the Board of
Directors.
(c) To
receive or cause to be received, and to give or cause to be given, receipts and
acquittances for monies paid in for the account of this
Corporation.
(d) To
disburse, or cause to be disbursed, all funds of this Corporation as may be
directed by the President or the Board of Directors, taking proper vouchers for
such disbursements.
(e) To render
to the President or to the Board of Directors, whenever they may require,
accounts of all transactions as Treasurer and of the financial condition of this
Corporation.
(f)
Generally
to do and perform all such duties as pertain to such office and as may be
required by the Board of Directors.
Section
13. Assistant
Treasurer. In the absence or disability of the Treasurer, the
Assistant Treasurer, in order of their rank as fixed by the Board or, if not
ranked, the Assistant Treasurer designated by the Board, shall perform all the
duties of the Treasurer, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Treasurer. The Assistant
Treasurer shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the President or the
Board of Directors.
Section
14. Agents. The
President, any Vice President, the Secretary or Treasurer may appoint agents
with power and authority, as defined or limited in their appointment, for and on
behalf of the Corporation to execute and deliver, and affix the seal of the
Corporation thereto, to bonds, undertakings, recognizance, consents of surety or
other
written
obligations in the nature thereof and any said officers may remove any such
agent and revoke the power and authority given to him.
ARTICLE
V
OTHER
PROVISIONS
Section
1. Dividends. The
Board may from time to time declare, and the Corporation may pay, dividends on
its outstanding shares in the manner and on the terms and conditions provided by
law, subject to any contractual restrictions on which the Corporation is then
subject.
Section
2. Inspection of
Records. The Corporation shall keep at its Registered Office
and its Principal Executive Office (1) the original or a copy of these Bylaws as
amended to date certified by an officer; (2) copy of Articles of Incorporation
with all amendments certified by the Secretary of State; and (3) stock ledger or
duplicate, revised annually, all of which shall be open to inspection to
stockholders at all reasonable times during office hours. If the
Corporation has no principal business office in Nevada, it shall, upon the
written request of any stockholder, furnish to such stockholder a copy of the
aforementioned documents as amended and revised to date. The
President or any other officer or officers authorized by the Board or the
President are each authorized to vote, represent, and exercise on behalf of the
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized to do so by proxy or power of attorney duly
executed by said officer.
ARTICLE
VI
LIABILITY OF DIRECTORS AND
OFFICERS
Section
1. Elimination of
Liability. A director or officer of the Corporation shall not
be personally liable to the Corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, excepting only (1) acts of
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (2) the payment of dividends in violation of NRS 78.288, except for a
director who dissents to the payment as provided in NRS 78.300, but liability
shall otherwise be eliminated or limited to the fullest extent permitted by
Nevada law, as it may be allowed from time to time.
Section
2. Mandatory
Indemnification. The Corporation shall indemnify the officers
and directors of the Corporation to the fullest extent permitted by Nevada law
as the same exists or may hereafter be amended.
Section
3. Mandatory Payment of
Expenses. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the Corporation.
Section
4. Effect of Amendment or
Repeal. Except as provided in the Articles of Incorporation or
by Nevada law, this Corporation reserves the right to amend or repeal any
provision contained in these Bylaws. However, any amendment to or
repeal of any of the provisions in this Article VI shall not adversely affect
any right or protection of a director or officer of the Corporation for or with
respect to any act or omission of such director or officer occurring prior to
such amendment or repeal.
Section
5. Insurance. The
Corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was an officer, director, employee or agent of the Corporation
against any liability asserted against or incurred by the officer, director,
employee or agent in such capacity or arising out of such person’s status as
such whether or not the Corporation would have the power to indemnify the
officer, or director, employee or agent against such liability under the
provisions of this Article.
ARTICLE
VII
CERTIFICATES
OF STOCK
Section
1. Form.
(a) The
interest of each stockholder of the Corporation shall be evidenced by
certificates for shares of stock, certifying the number of shares represented
thereby and in such form not inconsistent with the Articles of Incorporation as
the Board of Directors may from time to time prescribe.
(b) The
certificates of stock shall be signed by the President or a Vice-President and
by the Secretary or an Assistant Secretary or the Treasurer, and sealed with the
seal of the corporation. This seal may be a facsimile, engraved or
printed. Where any certificate is manually signed by a transfer agent
or a transfer clerk and by a registrar, the signatures of the President,
Vice-President, Secretary, Assistant Secretary, or Treasurer upon that
certificate may be facsimiles, engraved or printed. In case any
officer who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be an officer before the certificate is issued,
it may be issued by the corporation with the same effect as if that officer had
not ceased to be so at the time of its issue.
Section
2. Subscriptions for
Shares. Unless the subscription agreement provides
otherwise, subscriptions for shares, regardless of the time when they are
made, shall be paid in full at that time, or in installments and at any periods,
as shall be specified by the Board of Directors. All calls for
payments on subscriptions shall carry the same terms with regard to all shares
of the time class.
Section
3. Transfers.
(a) Transfers
of shares of the capital stock of the Corporation shall be made only on the
books of the Corporation by the registered owner, or by his or her duly
authorized
attorney, with a transfer clerk or transfer agent appointed as provided in
Section 10(e) of Article IV of the Bylaws, and on surrender of the certificate
or certificates for those shares properly endorsed with all taxes
paid.
(b) The
person in whose name shares of stock stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all
purposes. However, if any transfer of shares is made only for the
purpose of furnishing collateral security, and that fact is made known to the
Secretary of the Corporation, or to the Corporation's transfer clerk or transfer
agent, the entry of the transfer may record that fact.
Section
4. Lost, Destroyed, or Stolen
Certificates. No certificate for shares of stock in the
Corporation shall be issued in place of any certificate alleged to have been
lost, destroyed, or stolen except on production of evidence, satisfactory
to the Board of Directors, of that loss, destruction or theft, and, if the
Board of Directors so requires, upon the furnishing of an indemnity bond in such
amount (but not to exceed twice the value of the shares represented by the
certificate) and with such terms and surety as the Board of Directors, if any,
in its discretion, require.
Section
5. Transfer Agent and
Registrar. The Board of Directors may appoint one or more
transfer agents or transfer clerks and one or more registrars, and may require
all certificates for shares to bear the signature or signatures of any of
them.
ARTICLE
VIII
AMENDMENTS
These
Bylaws may be altered, amended or repealed either by approval of a majority of
the outstanding shares entitled to vote or by the approval of the Board;
provided however that after the issuance of shares, a Bylaw
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a flexible Board or vice versa, may only be
adopted by the approval by an affirmative vote of not less than two-thirds of
the Corporation’s issued and outstanding shares entitled to
vote. Further, the right of any stockholder to inspect the
Corporation’s records as provided in Article V Section 2, or otherwise permitted
under applicable law, shall not be limited or abridged by an
amendment.
ARTICLE
IX
CONFLICTS WITH GENERAL
CORPORATION LAW
In the
event and to the extent of any conflict between the provisions of these Bylaws
and any mandatory requirements of the General Corporation Law of Nevada, as it
may be amended from time to time, the latter shall govern and all other
provisions of the Bylaws not in conflict thereof shall continue in full force
and effect.
CERFICIATE
OF PRESIDENT
THIS IS
TO CERTIFY that I am the duly elected, qualified and acting President of iB3
NETWORKS, INC., and that the above and foregoing Bylaws, constituting a true
original copy were duly adopted as the Bylaws of said Corporation on the 13th day
of November, 2009 by the Directors of said Corporation.
IN
WITNESS WHEREOF, I have hereunto set my hand.
Dated: November
13, 2009
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/s/ Michael Jacobson
Michael
Jacobson
President
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