Attached files
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S-1/A - Asgaard Media | v165461_s1a.htm |
EX-3.1 - Asgaard Media | v165461_ex3-1.htm |
EX-5.1 - Asgaard Media | v165461_ex5-1.htm |
EX-99.1 - Asgaard Media | v165461_ex99-1.htm |
EX-14.1 - Asgaard Media | v165461_ex14-1.htm |
EX-23.1 - Asgaard Media | v165461_ex23-1.htm |
Exhibit
3.2 Bylaws of Asgaard Media
By-Laws
of
Asgaard
Media
—
A Nevada corporation —
ARTICLE
I
STOCKHOLDERS
Section
1. Certificates Representing
Stock
(a)
Certificates representing stock in the Corporation shall be signed by, or in the
name of, the Corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. Any or all the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.
(b)
Whenever the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by Nevada
Revised Statutes Chapter 78. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
(c) The
Corporation may issue a new certificate of stock or uncertificated shares in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate or
uncertificated shares.
Section 2. Uncertificated
Shares . Subject
to any conditions imposed by Nevada Revised Statutes Chapter 78, the Board of
Directors of the Corporation may provide by resolution or resolutions that some
or all of any or all classes or series of the stock of the Corporation shall be
uncertificated shares. Within a reasonable time after the issuance or transfer
of any uncertificated shares, the Corporation shall send to the registered owner
thereof any written notice prescribed by Nevada Revised Statutes Chapter
78.
Section 3. Fractional
Share Interests .
The Corporation may, but shall not be required to, issue fractions of a share.
If the Corporation does not issue fractions of a share, it shall (1) arrange for
the disposition of fractional interests by those entitled thereto, (2) pay in
cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined, or (3) issue scrip or warrants in
registered form (either represented by a certificate or uncertificated) or
bearer form (represented by a certificate) which shall entitle the holder to
receive a full share upon the surrender of such scrip or warrants aggregating a
full share. A certificate for a fractional share or an uncertificated fractional
share shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon and
to participate in any of the assets of the Corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing the full shares or uncertificated full shares before a
specified date, or subject to the conditions that the shares for which scrip or
warrants are exchangeable may be sold by the Corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
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Section 4. Stock
Transfers . Upon
compliance with provisions restricting the transfer or registration of transfer
of shares of stock, if any, transfers or registration of transfers of shares of
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation or with a transfer agent or a registrar, if any, and, in the
case of shares represented by certificates, on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
Section 5. Record
Date For Stockholders. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting. In order
that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
Nevada Revised Statutes Chapter 78, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Nevada, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meeting of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by Nevada Revised Statutes Chapter 78, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action. In
order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Section 6. Meaning
of Certain Terms . As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom Nevada Revised Statutes Chapter 78
confers such rights notwithstanding that the certificate of incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the certificate of incorporation,
except as any provision of law may otherwise require.
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Section
7. Stockholder
Meetings .
Time.
The annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided that the first annual meeting shall be held on
a date within thirteen months after the organization of the Corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting, A special meeting shall be held
on the date and at the time fixed by the directors.
Place
. Annual meetings and
special meetings shall be held at such place, within or without the State of
Nevada, as the directors may, from time to time, fix. Whenever the directors
shall fail to fix such place, the meeting shall be held at the registered office
of the Corporation in the State of Nevada.
Call
. Annual meetings and
special meetings may be called by the directors or by any officer instructed by
the directors to call the meeting.
Notice or
Waiver of Notice . Written notice of all
meetings shall be given, stating the place, date, hour of the meeting and
stating the place within the city or other municipality or community at which
the list of stockholders of the Corporation may be examined. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. The notice of any meeting
shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by Nevada Revised Statutes Chapter 78.
Except as otherwise provided by Nevada Revised Statutes Chapter 78, a copy of
the notice of any meeting shall be given, personally or by mail, not less than
ten days nor more than sixty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived, and directed to
each stockholder at his record address or at such other address which he may
have furnished by request in writing to the Secretary of the Corporation. Notice
by mail shall be deemed to be given when deposited, with postage thereon
prepaid, in the United States Mail. If a meeting is adjourned to another time,
not more than thirty days hence, and/or place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the directors,
after adjournment, fix a new record date for the adjourned meeting. Notice need
not be given to any stockholder who submits a written waiver of notice signed by
him before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the 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. Neither the business to
be transacted at, not the purpose at any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Stockholder
List . The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city or
other municipality or community where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote at
any meeting of stockholders.
Conduct
of Meeting .
Meetings of the stockholders shall be presided over by one of the following
officers in the order of seniority and if present and acting-the Chairman of the
Board, if any, the Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an Assistant Secretary is
present the Chairman of the meeting shall appoint a secretary of the
meeting.
Proxy
Representation .
Every stockholder may authorize another person or persons to act for him by
proxy in all matters in which a stockholder is entitled to participate, whether
by waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed by
the stockholder or by his attorney-in-fact. No proxy shall be voted or acted
upon after three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that is
irrevocable and, if, and only as long as it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation
generally.
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Inspectors
. The directors, ill
advance of any meeting, may, but need not, appoint one or more inspectors of
election to act at the meeting or any adjournment thereof. If any inspector or
inspectors are not appointed, the person presiding at the meeting may, but need
not appoint one or more inspectors. In case any person who may be appointed as
an inspector fails to appear or act, the vacancy may be filled by appointment
made by the directors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of
his ability. The inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock 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 result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. Upon
request of the person presiding at the meeting, the inspector or inspectors, if
any, shall make a report in writing of any challenge, question, or matter
determined by him or them and execute a certificate of any fact found by him or
them. Except as otherwise required by subsection (e) of Section 231 of Nevada
Revised Statutes Chapter 78, the provisions of that Section shall not apply to
the Corporation.
Quorum
. The holders of a
majority of the outstanding shares of stock shall constitute a quorum at a
meeting of stockholders for the transaction of any business. The stockholders
present may adjourn the meeting despite the absence of a quorum.
Voting
. Each share of stock
shall entitle the holder thereof to one vote. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. Any other
action shall be authorized by a majority of the votes cast except where Nevada
Revised Statutes Chapter 78 prescribes a different percentage of votes and / or
a different exercise of voting power, and except as may be otherwise prescribed
by the provisions of the certificate of incorporation and these Bylaws. In the
election of directors, and for any other action, voting need not be by
ballot.
Section 8. Stockholder
Action Without Meetings . Any action required by
Nevada Revised Statutes Chapter 78 to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Action taken pursuant to this paragraph shall be subject to the
provisions of Section 320 of Nevada Revised Statutes Chapter 78.
ARTICLE
II
DIRECTORS
Section 1. Functions
and Definition .
The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors of the Corporation. The Board of Directors
shall have the authority to fix the compensation of the members thereof. The use
of the phrase “whole board” herein refers to the total number of directors which
the Corporation would have if there were no vacancies.
Section 2. Q ualifications
and Number . A
director need not be a stockholder, a citizen of the United States, or a
resident of the State of Nevada. The initial Board of Directors shall consist of
one (1) person. Thereafter, the number of directors may be increased or
decreased from time to time by action of the stockholders or of the directors,
or, if the number is not fixed, the number shall be one (1).
Section 3. Election
and Term . The
first Board of Directors, unless the members thereof shall have been named in
the certificate of incorporation, shall be elected by the incorporator or
incorporators and shall hold office until first annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal. Any director may resign at any time upon written notice
to the Corporation. Thereafter, directors who are elected at an annual meeting
of stockholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
resignation or removal. Except as Nevada Revised Statutes Chapter 78 may
otherwise require, in the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors and/or for
the removal of one or more directors and for the filing of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.
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Section
4. Meetings
.
Time
. Meetings shall be held
at such time as the Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the directors may
conveniently assemble.
Place
. Meetings shall be held
at such place within or without the State of Nevada as shall be fixed by the
Board.
Call
. No call shall be
required for regular meetings for which the time and place have been fixed.
Special meetings may be called by or at the direction of the Chairman of the
Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a
majority of the directors in office.
Notice or
Actual or Constructive Waiver. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
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. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.
Quorum
and Action . A
majority of the whole Board shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority shall constitute
at least one-third of the whole Board. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as herein otherwise provided, and except as otherwise provided by
Nevada Revised Statutes Chapter 78, the vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.
The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of Nevada Revised Statutes Chapter 78 and these
Bylaws which govern a meeting of the directors held to fill vacancies and newly
created directorships in the Board or action of disinterested
directors.
Any
member or members of the Board of Directors or of any committee designated by
the Board, may participate in a meeting of the Board, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which al persons participating in the meeting can hear
each other.
Chairman
of the Meeting .
The Chairman of the Board, if any and if present and acting, shall preside at
all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
and acting, or the President, if present and acting, or any other director
chosen by the Board, shall preside.
Section 5 . Removal
of Directors .
Except as may otherwise be provided by Nevada Revised Statutes Chapter 78, any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote at an election
of directors.
Section 6. Committees
. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of any member
of any such committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation with
the exception of amending the Corporation’s Articles of Incorporation, its
By-laws or in the issuance of the Corporation’s securities, and may authorize
the seal of the corporation to be affixed to all papers which may require
it.
5
Section 7. Written
Action . Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or Committee.
Section 8. Board of
Advisors. The Board of Directors, in its discretion, may establish a
Board of Advisors, consisting of individuals who may or may not be stockholders
or directors of the Corporation. The purpose of the Board of Advisors would be
to advise the officers and directors of the Corporation with respect to such
matters as such officers and directors shall choose, and any other matters which
the members of such Board of Advisors deem appropriate in furtherance of the
best interest of the Corporation. The Board of Advisors shall meet on such basis
as the members thereof may determine. The Board of Directors may eliminate the
Board of Advisors at any time. No member of the Board of Advisors, nor the Board
of Advisors itself, shall have any authority of the Board of Directors or any
decision-making power and shall be merely advisory in nature. Unless the Board
of Directors determines another method of appointment, the President shall
recommend possible members of the Board of Advisors to the Board of Directors,
who shall approve such appointments or reject them.
ARTICLE
III
OFFICERS
The
officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
title as the resolution of the Board of Directors choosing them shall designate.
Except as may otherwise be provided in the resolution of the Board of Directors
choosing him, no officer other than the Chairman or Vice-Chairman of the Board,
if any, need be a director. Any number of offices may be held by the same
person, as the directors may determine.
Unless
otherwise provided in the resolution choosing him, each officer shall be chosen
for a term which shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor shall
have been chosen and qualified.
All
officers of the Corporation shall have such authority and perform such duties in
the management and operation of the corporation as shall be prescribed in the
resolutions of the Board of Directors designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretary of the Corporation shall record all of the proceedings of all meetings
and actions in writing of stockholders, directors, and committees of directors,
and shall exercise such additional authority and perform such additional duties
as the Board shall assign to him. Any officer may be removed, with or without
cause, by the Board of Directors. Any vacancy in any office may be filled by the
Board of Directors.
ARTICLE
IV
CORPORATE
SEAL
The
corporate seal, if any, shall be in such form as the Board of Directors shall
prescribe.
ARTICLE
V
FISCAL
YEAR
The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE
VI
AMENDMENT
These
Bylaws may be adopted, amended or repealed at any time by the unanimous written
consent of the Board of Directors.
6