Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Halo Companies, Inc. | gvchalo_8k121509.htm |
| EX-3.2 - EXHIBIT 3.2 - Halo Companies, Inc. | gvchalo_8k121509ex32.htm |
| EX-3.1 - EXHIBIT 3.1 - Halo Companies, Inc. | gvchalo_8k121509ex31.htm |
| EX-99.1 - EXHIBIT 99.1 - Halo Companies, Inc. | gvchalo_8k121509ex991.htm |
EXHIBIT
3.3
BY-LAWS
HALO COMPANIES,
INC.
ARTICLE
I
Stockholders
SECTION
1. Annual Meeting. A
regular annual meeting of the stockholders shall be held for the election of
directors and the transaction of such other business as may come before the
stockholders for action on the last Thursday in October at 10:00 a.m. or at such
other time and at such place, within or without the State of Delaware, as may be
designated from time to time by the Board of Directors.
SECTION
2. Special Meetings.
Special meetings of the stockholders, other than those required by law, for any
purpose or purposes, may be called at any time only by the Chairman of the
Board, the Chief Executive Officer or by vote of the Board of
Directors.
SECTION
3. Notice. Written
notice of the place, time and, in the case of special meetings, the purposes or
purposes of the annual and of any special meetings of the stockholders shall be
given to each stockholder of record entitled to vote at the meeting by posting
the same in an envelope, with the postage prepaid, addressed to him at his
address as contained in the records of stockholders maintained by the
Corporation or its transfer agent or by delivering the same personally, not less
than ten nor more than sixty days before the date of the meeting.
SECTION
4. Voting. Except at
otherwise may be provided in the Certificate of Incorporation, on each matter
submitted to vote at a meeting of stockholders, each stockholder shall be
entitled to one vote for each share of stock standing in his name in the books
of the Corporation on the record date fixed for the meeting. Such vote may be
given personally or by another person authorized to act for the stockholder by a
proxy in writing. Each proxy shall be deposited with the Secretary. The election
of directors shall be by ballot and, except as otherwise provided by the laws of
Delaware, the vote upon any other matter before the meeting need not be by
ballot.
SECTION
5. Quorum. The holders
of shares entitled to cast at a meeting a majority of the votes attributable to
all issued and outstanding shares of the Corporation, and who shall be present
in person or by proxy shall constitute a quorum for the transaction of business
at such meeting. When the holders of any class or a series are entitled to vote
separately on a specified item of business, then a quorum for
such vote shall be the holders of shares of the class or series of shares
entitled to cast a majority of the votes of such class or series of
shares.
SECTION
6. Adjournments. Any
meeting of the stockholders may be adjourned to another place, date and time by
the vote of the holders of shares entitled to cast a majority of the votes
present at such meeting. When a meeting is so adjourned it shall not be
necessary to give notice of the adjourned meeting (except as otherwise provided
by law), provided the place, date and time to which the meeting is adjourned is
announced at the meeting at which the adjournment is taken.
SECTION
7. Inspectors of
Election. The Board of Directors may choose two persons (who need not be
stockholders) to act as Inspectors of Election at any meeting of the
stockholders. In case of a failure by the Board to choose Inspectors, or in case
an Inspector chosen shall fail to attend or refuse to serve and shall not have
been replaced by the Board, the presiding officer at any meeting of stockholders
may choose Inspectors to act at such meeting.
SECTION
8. Order of Business.
The order of business at all meetings of the stockholders shall be determined by
the presiding officer. The order of business so determined, however, may be
changed by vote of the holders of shares entitled to cast a majority of the
votes at the meeting present in person or represented by proxy.
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ARTICLE
II
Board of
Directors
SECTION
1. Number and
Qualifications. The number of directors (exclusive of directors, if any,
elected by the holders of one or more series of preferred stock, which may at
any time be outstanding, voting separately as a class pursuant to the provisions
of the Certificate of Incorporation applicable thereto) shall be not fewer than
3 nor more than 12 directors, the exact number to be determined from time to
time by resolution adapted by affirmative vote of a majority of the entire Board
of Directors.
The
directors need not be stockholders of the Corporation.
SECTION
2. Election, Term of Office and
Vacancies. Directors shall be elected by ballot at the annual meeting of
stockholders by a plurality of the votes cast, in person or by proxy, by the
stockholders entitled to vote, each to hold office until the expiration of his
term of office and a successor is elected and qualified or his earlier
resignation, retirement or removal from office.
If any
vacancy shall occur among the directors, including a vacancy resulting from an
increase in the number of directors constituting the entire Board of Directors,
a majority of directors then in office although less than a
quorum, or a sole remaining director may fill such a vacancy and any director so
chosen shall hold office until his successor is elected and
qualified.
In case
of a vacancy on the Board, the remaining directors shall continue to act; but,
if at any time their number be reduced to less than a quorum, the remaining
directors or director shall fill the vacancies.
SECTION
3. Place of Meetings.
The directors may hold their meetings at such place or places, within or without
the State of Delaware, as may be designated in the notice of the
meeting.
SECTION
4. Notice of Meetings. A
regular meeting of the Board of Directors shall be held at such place, at such
time and on such notice as the Board of Directors shall determine from time to
time, and a special meeting shall be held as and when the Chairman of the Board
or the Chief Executive Officer shall call the same. Notice of the time and place
of a special meeting shall be given:
(a)
not less than 48 hours before such meeting, by written notice mailed to a
director, or
(b)
not later than the calendar day immediately preceding the date of such meeting,
by personal delivery, or by telephone call or by sending an electronic
transmission to a director.
A waiver
of notice of any such meeting signed by all of the directors, whether before or
after the time of such meeting, shall be deemed equivalent to notice
thereof.
SECTION
5. Quorum. A majority of
the entire Board of Directors shall constitute a quorum for the transaction of
business. In the absence of a quorum, one director may adjourn any meeting from
time to time until a quorum shall be present and no notice of the adjourned
meeting need be given if the time and place are fixed at the meeting adjourned
and if the period of adjournment does not exceed ten days in any one
adjournment.
2
ARTICLE
III
Committees
SECTION
1. Executive Committee.
The Board of Directors by resolution adopted by a majority of the entire Board
may appoint an Executive Committee (and may discontinue the same at any time) to
consist of three or more directors of the Corporation to hold office during the
pleasure of the Board. The Executive Committee shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, including, without limitation, the power and
authority to declare a dividend; authorize the issuance of
stock; adopt a certificate of ownership and merger; or authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
Committee shall have the power or authority to: (a) amend the Certificate of
Incorporation of the Corporation, except that such committee may, to the extent
authorized in a resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors, fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or authorize the increase or decrease of the
shares of any series; (b) adopt an agreement of merger or consolidation; (c)
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation’s property and assets; (d) recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution;
or (e) amend the By-Laws. Meetings of the Executive Committee may be called at
any time by the Chairman of the Executive Committee or any two members of the
Executive Committee. Two members of the Executive Committee, one of whom shall
be the Chairman of the Executive Committee, shall constitute a quorum for the
transaction of business.
SECTION
2. Other Committees. The
Board of Directors by resolution passed by a majority of the entire Board may
appoint such other Committees as may be deemed advisable and may terminate any
such Committee at any time. Each Committee shall have one or more members who
shall serve at the pleasure of the Board and shall have such powers as may be
provided by resolution of the Board and permitted by the laws of the State of
Delaware. Two members of each of such Committees shall constitute a quorum for
the transaction of business except that when such a Committee consists of one
member, then one member shall constitute a quorum.
ARTICLE
IV
Officers and
Agents
SECTION
1. Election. The Board
of Directors annually shall elect or appoint the following officers: a Chief
Executive Officer, a President, a Secretary and a Treasurer, each to serve until
his successor is elected and qualified. The Board from time to time also may
elect or appoint a Chairman of the Board, a Chairman of the Executive Committee,
one or more Vice Presidents (who may have such additional descriptive
designations as the Board may determine), a Controller, one or more Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and any such other officers and agents as it determines proper, all
of whom shall hold office during the pleasure of the Board. The same person may
hold any two or more of the aforesaid offices, but no officer shall execute,
acknowledge, or verify an instrument in more than one capacity if such
instrument is required by law or by the By-Laws to be executed, acknowledged or
verified by two or more officers. The Chairman of the Board and the Chairman of
the Executive Committee of the Board shall be chosen from among the Directors,
but the other officers need not be members of the Board.
SECTION
2. Compensation. The
salary or compensation of all officers and agents elected or appointed by the
Directors shall be fixed by the Board except as the Board by resolution
otherwise shall provide.
SECTION
4. The Chairman of the
Board. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors. He shall make such reports from time
to time as the Board of Directors may require and have such other powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
3
SECTION
5. The Vice Chairman of the
Board. In the absence of the Chairman of the Board, the Vice Chairman of
the Board shall preside at all meetings of the Board of Directors. In
the absence of the Chairman of the Board and the Chief Executive Officer, the
Vice Chairman of the Board shall preside at all meetings of the
stockholders. He shall make such reports from time to time as the
Board of Directors may require and have such other powers and perform such other
duties as from time to time may be assigned to him by the Board of
Directors.
SECTION
6. The Chairman of the
Executive Committee. The chairman of the Executive Committee shall
preside over meetings of the Executive Committee. He shall make such reports on
the proceedings of the Executive Committee as the Board of Directors may from
time to time require and shall have such other powers and perform such other
duties as may from time to time be assigned to him by the Board of
Directors.
SECTION
7. The Chief Executive
Officer. The Chief Executive Officer of the Corporation shall
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. In the absence of the Chairman of the Board, the Chief
Executive Officer shall preside at all meetings of the
stockholders.
SECTION
8. The President. The
President shall, in the absence of the Chief Executive Officer, have all the
powers and perform all the duties of the Chief Executive Officer. The President
shall have such other powers and perform such other duties as from time to time
may be assigned to him by the Chief Executive Officer.
SECTION
9. Vice Presidents. Each
Vice President shall perform such duties as the Board of Directors, the Chairman
of the Board or the Chief Executive Officer from time to time shall designate or
require.
SECTION
10. Assistant Vice
Presidents. The Assistant Vice Presidents shall perform such duties as
froth time to time may be assigned to them by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or a Vice
President.
SECTION
11. The Secretary. The
Secretary shall record the votes, acts and proceedings of the stockholders, of
the directors and of the Executive Committee and other Committees of the Board
of Directors in a book or books kept for that purpose. He shall have charge of
the Corporate Seal. He shall perform such other duties as pertain to his office
or as from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer.
SECTION
12. Assistant
Secretaries. The Assistant Secretaries shall exercise the powers and
perform the duties of the Secretary in case of the absence or disability of the
Secretary, and also shall perform such other duties as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the Secretary.
SECTION
13. The Treasurer. The
Treasurer shall have charge of the funds of the Corporation and keep the same in
such trust company, bank or other depositary, as the Board of Directors from time to time shall authorize, to be withdrawn only
by such officer or by such other persons as may be designated pursuant to
authority granted by the Board. Proper accounts shall be kept of all receipts
and disbursements made by the Corporation with the vouchers in support thereof
which shall be submitted to any auditor or auditors appointed by the Board of
Directors or the stockholders for inspection as and when required. All
securities of the Corporation, of whatsoever nature, shall be kept in the
custody of the Treasurer. The Treasurer shall perform such other duties as
pertain to this office or as from time to time may be assigned to him by the
Board of Directors, the Chairman of the Board or the Chief Executive
Officer.
SECTION
14. Assistant Treasurers.
The Assistant Treasurers shall exercise the powers and perform the duties of the
Treasurer in case of the absence or disability of the Treasurer, and also shall
perform such other duties as from time to time may be assigned to them by the
Board of Directors, the Chairman of the Board, the President or the
Treasurer.
SECTION
15. The Controller. The
Controller shall be the principal accounting control officer of the Corporation.
He shall be responsible for the keeping of full and complete books of account of
all the operations of the Corporation and of all its assets and liabilities and
he also shall perform such other duties as pertain to this office or as from
time to time may be assigned to him by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer.
4
SECTION
16. Assistant
Controllers. The Assistant Controllers shall exercise the powers and
perform the duties of the Controller in case of the absence or disability of the
Controller, and also shall perform such other duties as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the Controller.
Capital
Stock
SECTION
1. Certificates. The
shares of the Corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution or resolutions that some or any
or all classes or series the Corporation’s stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the
foregoing, every holder of stock in the Corporation shall be entitled to have a
certificate for shares of stock evidencing such holder’s interest in the
Corporation. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated stock and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical. Certificates of stock shall state the registered
owner, the number of shares represented by such certificate, and the class
thereof and shall be signed by or in the name of the Corporation by the Chairman
of the Board, the Chief Executive Officer or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of
the Corporation. If the certificate is countersigned by a transfer agent or
registrar who is not an officer or an employee of the Corporation, the
signatures of the Chairman of the Board, the Chief Executive Officer, a Vice
President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer may be facsimiles.
If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
SECTION
2. Transfer Agent and
Registrar. The Board of Directors may appoint transfer agents and
registrars of transfers, and may require all stock certificates to bear the
signature of a transfer agent and a registrar.
SECTION
3. Transfer. Subject to
applicable law and restrictions or limitations on the transfer, registration or
ownership of any shares, transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by the registered holder’s attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation
or with a transfer agent appointed as provided in Section 2 of this Article, and
with such proof of authority and the authenticity of signature as the
Corporation or its transfer agent may reasonably require. The Board may, from
time to time, make such additional rules and regulations as it may deem
expedient, not inconsistent with these By-Laws, concerning the issue, transfer
and registration of certificates for shares of the capital stock of the
Corporation.
5
SECTION
5. Stockholders’
Addresses. Every stockholder or transferee shall furnish the Secretary or
a transfer agent with the address to which notice of meetings and all other
notices may be served upon or mailed to him, and in default thereof, he shall
not be entitled to service or mailing of any such notice.
SECTION
6. Fixing Record Date.
The Board of Directors for the purpose of determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or the stockholders entitled to receive payment of any dividend or
allotment of any right or for the purpose of any other action may fix, in
advance, a record date which shall be not more than sixty days nor less than ten
days before the date of such meeting nor more than sixty days prior to any other
action. Only such stockholders as shall be holders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting of stockholders
and any adjournment thereof, unless the Board fixes a new record date for the
adjourned meeting, or to receive a payment of such dividend or to receive such
allotment of rights or to participate in any other action, notwithstanding
transfer of any stock on the books of the Corporation after any such record date
is fixed as aforesaid.
SECTION
7. Lost, Stolen, Destroyed or
Mutilated Certificates. No certificate for shares or uncertificated
shares of stock of the Corporation shall be issued in place of any mutilated
certificate or of any certificate alleged to have been lost, destroyed or
stolen, except on production of such mutilated certificate or on production of
such evidence of such loss, destruction or theft as the Board of Directors may
require, and on delivery to the Corporation, if the Board of Directors shall so
require, of a bond of indemnity in such amount, upon such terms and secured by
such surety as the Board of Directors may in its discretion deem sufficient to
indemnify it 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
such new certificate.
ARTICLE
VI
Dividends
SECTION
1. Dividends. Subject to
the applicable law, dividends or other distributions on the outstanding shares
of the capital stock of the Corporation may be paid in cash, in its own shares
or other property. Dividends shall be mailed to the addresses of record
established pursuant to Section 5 of Article V of these By-Laws or to such other
address as may be designated by a stockholder of record in the manner set forth
in such section.
SECTION
2. Seal. The
corporate seal shall be an impression upon paper or wax bearing the words “HALO
COMPANIES, INC. Delaware 1986.”
Fiscal Year; Amendment of
By-Laws
SECTION
1. Fiscal
Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors and may be changed by the Board of
Directors.
SECTION
2. Amendment of By-Laws.
Except as otherwise provided by the Certificate of Incorporation or in these
By-Laws, the Board of Directors shall have the power, concurrent with the power
of the stockholders, to make, alter and repeal the By-Laws of the Corporation by
a majority vote of the entire Board.
6