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10-Q - 10-Q - NON INVASIVE MONITORING SYSTEMS INC /FL/ | c93671e10vq.htm |
EX-31.1 - EXHIBIT 31.1 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | c93671exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | c93671exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | c93671exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - NON INVASIVE MONITORING SYSTEMS INC /FL/ | c93671exv31w2.htm |
Exhibit 3.1
BY-LAWS
OF
BIRDFINDER CORP.
ARTICLE I
Share Certificates and Transfer
Section 1. Certificates:
Certificates representing the shares of capital stock of this Corporation shall be printed or
engraved in such form and contain such recitals, signatures and seals as required by law, or to the
extent not in conflict therewith, as may be determined by the Board of Directors. Every Shareholder
shall be entitled to receive a certificate representing the number of shares owned once such shares
are fully paid.
Section 2. Transfer:
Upon surrender to the secretary or transfer agent of the Corporation of a certificate
representing a share or shares of its stock, duly endorsed or accompanied by evidence of
succession, assignment or authority to transfer reasonably satisfactory to the Secretary or
transfer agent, as well as all necessary Florida stock transfer tax stamps or the funds therefor
and evidence of compliance with any conditions or restrictions set forth or referred to on the
certificate, the Corporation shall be required to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.
Section 3. Issuance of Substitute Certificates:
A new certificate may be issued in lieu of any certificate previously issued which has been
defaced or mutilated, upon surrender or cancellation of a part of the old certificate sufficient,
in the opinion of the Treasurer, to protect the Corporation against loss or liability. A new
certificate may also be issued in lieu of any certificate then not in the possession of the holder
of record if such holder shall by written affirmation, under oath, state the circumstances of its
absence, and shall, if required by the Board, provide the Corporation with an indemnity bond in
form and with one or more sureties satisfactory to the Board, in at least double the value of the
shares represented by the absent certificate and satisfy any other reasonable requirements which it
may impose.
ARTICLE II
Corporate Records and Seal; Authority to Act
Section 1.
Records:
The Corporation shall maintain at its principal place of business accurate and complete
records of its operations and properties, including a record of its Shareholders and minutes of the
proceedings of its Shareholders, Board of Directors and Board committees. Unless modified by
Shareholder resolution adopted not later than four months following the close of each of the
Corporations operational years, the Corporation shall prepare within a reasonable time following
the close of each such year and maintain at its principal place of business, as well as at its
registered office, financial records which shall include a statement of financial position as of
the end of each such year and a statement of profit earned or loss incurred therein.
Section 2. Inspection:
All records required by the Florida General Corporation Act to be maintained by the
Corporation shall be open for inspection by the individuals and in the manner specified in such Act
as the same may be in effect from time to time.
Section 3. Closing Shareholder Record Book:
The Board may close the Shareholder record book for a period of not more than 30 nor less than
ten days preceding any Shareholder meeting on the day fixed for the payment of a dividend, and upon
its failure to do so the Shareholder record date for either purpose shall be 14 days preceding the
event.
Section 4. Seal:
The Corporation shall own a corporate seal which shall be circular in form and have inscribed
thereon its name and the date and state of its incorporation.
Section 5. Contracts:
The Board of Directors may by resolution authorize any officer or agent to enter into any
contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and
such authority may be general or confined to specific instances; but absent the grant of such
authority no individual, other than the President, shall have power to bind the Corporation under
any contract, pledge its credit or render it liable for any purpose or in any amount.
Section 6. Checks and Drafts:
All checks, drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed or endorsed by such person or
persons and in such manner as shall be determined by resolution of the Board of Directors.
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ARTICLE III
Shareholder Meetings and Voting Rights
Section 1. Annual Meeting:
The annual meeting of the Shareholders of the Corporation shall be held on the first Tuesday
of the third month following the close of the Corporations operational year. If that day is a
legal holiday, the annual meeting will be held on the first day thereafter that is not a legal
holiday. At the annual meeting the Shareholders, by vote of the holders of a majority of the shares
represented, shall elect a Board of Directors, consider reports of the affairs of the Corporation
and transact such other business as is properly brought before the meeting.
Section 2. Special Meetings:
Special Shareholder meetings shall be held upon the direction of the President or Board of
Directors or upon the written request of the holders of not less than ten percent of all shares
entitled to vote.
Section 3. Place of Meeting:
All Shareholder meetings shall be held at the principal office of the Corporation unless an
alternate location shall be selected by the Board and communicated to the Shareholders by written
notice. The holders of a majority of shares of the Corporations outstanding voting stock shall
have the right to reject such alternative location by filing written notice to that effect with the
Secretary not less than two days prior to the called date of the meeting.
Section 4. Notice:
Written notice stating the place, day and hour of each Shareholder meeting and, in the case of
a special meeting, the nature of the business to be transacted shall be delivered to each
Shareholder of record entitled to vote not less than ten days prior to the date of such meeting and
otherwise in the manner specified in the Florida General Corporation Act. When a meeting is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the
original meeting; otherwise no notice of the adjournment or of the business to be transacted at the
adjourned meeting need be given other than by way of an announcement made at the meeting at which
such adjournment is taken.
Section 5. Voting List:
Unless the Corporation has fewer than six Shareholders, as of the date fixed in accordance
with the provisions of Article II, Section 3., the officer or agent having charge of the
Shareholder record books shall prepare a list of the Shareholders entitled to vote at
each Shareholder meeting or any adjournment thereof, including the address of and the number
and class and series, if any, of shares held by each. For a period of ten days prior to the
meeting, such list shall be kept at the Corporations principal place of business where any
Shareholder shall be entitled to inspect it during usual business hours. The list shall also be
made available and subject to inspection by any Shareholder at any time during the subject meeting.
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Section 6. Substance of Meeting:
Any question may be considered and acted upon at an annual meeting, but no question not stated
in the call for a special meeting shall be acted upon thereat unless the provisions of Article III,
Section 9. or Article VI, Section 3. are complied with.
Section 7. Shareholders Quorum and Voting Rights:
The holders of a majority of the shares entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the Shareholders, unless otherwise provided by
law, but a lesser interest may adjourn any meeting from time to time until the requisite amount of
voting shares shall be present.
Each outstanding share of the Corporations capital stock shall entitle the holder of record
to one vote. An affirmative vote of a majority of the shares represented at each meeting shall
decide any question brought before it, unless the question is one upon which, by express provision
of law, the Corporations Articles of Incorporation or these By-Laws, a larger or different vote is
required, in which case such express provision shall govern and control the decision of such
question.
Section 8. Proxies:
Every Shareholder entitled to vote, or to express consent to or dissent from a proposed
corporate action, may do so either in person or by written proxy duly executed and filed with the
Secretary of the Corporation. If a proxy is executed, its use shall be controlled by the provisions
of the Florida General Corporation Act.
Section 9. Action By Shareholders Without a Meeting:
Any action required or allowed to be taken at a meeting of Shareholders may be taken without a
meeting, prior notice or vote, if a written consent, setting forth the action 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, and the written consent specified in the Florida General
Corporation Act shall be obtained and furnished to all non-consenting Shareholders.
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ARTICLE IV
Board of Directors
Section 1. Power and Responsibility:
Subject to the limitations imposed by the Articles of Incorporation, these By-Laws or the
Florida General Corporation Act, all corporate powers and responsibilities shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be controlled by, the
Board of Directors.
Section 2. Number:
The number of directors which shall constitute the entire Board of Directors shall be not less
than one nor more than seven. Within these limits the actual number constituting the entire Board
shall be that fixed from time to time by Board resolution, and until such time as the Board
determines otherwise, the number of directors shall be one. No reduction in the number of Directors
shall have the effect of removing any director prior to the expiration of his term of office.
Section 3. Election and Term:
At the first annual Shareholder meeting and at each annual meeting thereafter the Shareholders
shall elect directors to hold office until the next succeeding annual meeting. Each director shall
hold office for the term for which he is elected and until his successor shall have been elected
and qualified or until his earlier resignation, removal from office or death.
Section 4. Vacancy:
Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an
increase in the number of directors, may be filled by the affirmative vote of a majority of all
remaining directors, even if less than a quorum, and a director so chosen shall hold office only
until the next election of directors by the Shareholders. The Shareholders may at any time elect a
director to fill any vacancy not filled by the directors, and may elect additional directors at a
meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of
directors.
Section 5. Removal:
At a meeting of Shareholders called expressly for that purpose, any director or the entire
Board may be removed, with or without cause, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors.
Section 6. Presumption of Assent:
A director of the Corporation who is present at a meeting of its Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to the action taken
unless he votes against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
Section 7. Quorum and Voting:
A majority of the number of directors fixed in the manner prescribed in Article IV, Section 2
of these By-Laws shall constitute a quorum for the transaction of business. The action of a
majority of the directors present at any meeting at which there is a quorum, when legally
assembled, shall be a valid corporate action.
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Section 8. Director Conflicts of Interest:
The legal effectiveness or enforceability of any contract or other transaction authorized by
the Corporations Board, any committee thereof or its Shareholders, which may present a conflict of
interest as contemplated by the Florida General Corporation Act shall be determined by the
provisions thereof. Directors whose relationship with another person or entity is the source of
such potential conflict of interest may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction.
Section 9. Executive and Other Committees:
(a) By resolution adopted by a majority of the entire Board of Directors, there may be
designated from among its members an executive committee and other committees each of
which, to the extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, except with respect to those matters which by law are
precluded from being delegated to a committee.
(b) Each committee (including the members thereof) shall serve at the pleasure of the
Board and shall keep minutes and report the same to the Board. The Board may designate one
or more directors as alternate members of any committee. In the absence or upon the
disqualification of a member of a committee, if no alternate member has been designated by
the Board, the members present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the Board to act at
the meeting in the place of the absent or disqualified member.
(c) A majority of all members of a committee shall constitute a quorum for the
transaction of business, and the vote of a majority of all the members of a committee
present at a meeting at which a quorum is present shall be the act of the committee. Each
committee shall adopt whatever other rules of procedure it determines appropriate for the
conduct of its activities.
Section 10. Place of Meeting:
Meetings of the Board of Directors may be held at any location specified in the call of the
meeting or as agreed to by the directors.
Section 11. Time, Notice and Call of Meetings:
(a) Annual Meeting: Promptly following the adjournment of each annual
Shareholder meeting, the Board of Directors elected thereat shall, without notice, convene
an annual meeting and organize by the election of a Chairman who shall preside over its
further conduct.
(b) Regular Meeting: Regular meetings of the Board may be held during each
annual period in accordance with such schedule as may be agreed to by the Board at its
annual meeting. No notice need be given of such regular meetings.
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(c) Special Meetings: Special meetings of the Board shall be held from time to
time upon call issued by the Chairman of the Board, any two directors, or the President or
Vice-President of the Corporation. Written notice of the time and place of each special
meeting shall be delivered personally to all directors or sent to each by telegram or
letter, charges prepaid, addressed to him at his address shown on the records of the
Corporation or as otherwise actually known by the Secretary. If notice is mailed or
telegraphed, it shall constitute sufficient notice if it is delivered to the above address
not less than 24 hours prior to the time of the holding of the meeting.
(d) Adjournment: A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board to another time and place. Notice of the time
and place of holding such adjourned meeting need not be given if they are fixed at the
meeting adjourned and while a quorum is present; otherwise, notice shall be given to all
directors in the manner directed in subsection (c) above.
Section 12. Action Without a Meeting:
Any action required or permitted to be taken by the Board or a committee thereof may be taken
without a meeting if all members shall individually or collectively consent in writing to such
action. Such written consent shall be filed in the minutes of the proceedings of the Board or
committee and shall have the same effect as a unanimous vote in favor of the action consented to.
ARTICLE V
Officers
Section 1. Composition and Term:
The officers of the Corporation shall consist of a President, Vice-President, Secretary,
Treasurer and such other officers with such titles, duties and powers as may be prescribed by the
Board of Directors. All officers shall be elected by and serve at the pleasure of the Board.
Section 2. Election:
At their annual meeting the Directors shall elect officers of the Corporation, any of whom may
but need not be members of the Board. Any two or more of such officers may be held by the same
individual.
Section 3. Resignation or Removal:
Any officer may resign by giving written notice to the Board of Directors, the President or
the Secretary. Such resignation shall take effect upon receipt of the notice, or at any later time
specified therein (subject to the Boards right of removal), and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.
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Any officer may be removed, with or without cause, by action of a majority of the entire Board
taken at any regular or special meeting of the Board, or by another officer upon whom such power of
removal is expressly conferred by the Board.
Section 4. Vacancy:
A vacancy in any office shall be filled by action of the Board, and its appointee shall hold
office for the unexpired term or until his successor is elected and qualified.
Section 5. President:
The President shall be the principal executive officer of the Corporation, and, subject to the
control of the Board, shall generally supervise and control all of the business and affairs of the
Corporation. He shall preside at all meetings of the Shareholders and, unless a Chairman of the
Board of Directors has been elected and is present, shall preside at meetings of the Board of
Directors. He shall be an ex-officio member of all committees appointed by the Board, and shall
have the general powers and duties customarily performed and exercised by the chief executive
officer of any Corporation for profit organized under the laws of Florida, as well as such
additional powers or duties as may be prescribed by these By-Laws or the Board.
Section 6. Vice-President:
In the absence of the President or in the event of his death, inability or refusal to act, the
Vice-President shall be vested with the powers and duties of the President. Any Vice-President may
sign, with the Secretary, share certificates issued by the Corporation; and shall perform such
other duties as from time to time may be assigned to him by the Board of Directors or President.
Section 7. Secretary:
The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or
such other place as the Board of Directors and Shareholders may designate, a current Shareholder
record book, showing the names of all Shareholders and their addresses; and a record of all
meetings conducted by the Shareholders, Directors or Director Committees, which latter record shall
include 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 Shareholders meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or at the office of the
Corporations transfer agent, a Shareholder record, or a duplicate Shareholder record, showing the
names of the Shareholders and their addresses, the number and classes of 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.
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 By-Laws or by law to be given, and he shall keep the
seal of the Corporation and affix said seal to all documents requiring a seal, and shall have such
other powers and perform such other duties as may be prescribed by the Board of Directors or the
By-Laws.
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Section 8. Treasurer:
The Treasurer shall have custody of all corporate funds, securities, valuable papers and
financial records; shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of Shareholders and at such other times as requested by the
Board or President; and shall perform such other duties as may be prescribed by the Board or
President.
Section 9. Assistant:
Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any of the powers
of Secretary or Treasurer, respectively, as provided in these By-Laws or as directed by the Board
of Directors, and shall perform such other duties as may be prescribed by the Board or President.
ARTICLE VI
Miscellaneous
Section 1. Parliamentary Procedure:
When not in conflict with these By-Laws, Roberts Rules of Parliamentary Procedure shall
establish the rules at all Shareholder and director meetings.
Section 2. Fiscal Year:
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the
Board.
Section 3. Consent to Meeting:
The transactions approved at any meeting of Shareholders or the Board of Directors, however
called and noticed, shall be as valid as though acted upon at a meeting duly held after regular
call and notice, if a quorum is present (either in person or by proxy in the case of a Shareholder
meeting) and if, either before or after the meeting, each of the Shareholders entitled to vote or
directors, as the case may be, not present (or represented by proxy in the case of a Shareholder
meeting) signs a written waiver of notice, or a consent to the holding of such 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. Personal representatives, trustees
and other fiduciaries entitled to vote shares may sign such waivers, consents or approvals.
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Section 4. Amendment and Repeal of By-Laws:
(a) By Shareholders: New By-Laws may be adopted or these By-Laws may be
repealed or amended at the annual or any other meeting of Shareholders called for that
purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of
the Corporation, or by the written assent of such Shareholders.
(b) By Board of Directors: Subject to the right of the Shareholders to adopt,
amend or repeal By-Laws, as provided in this section, the Board of Directors may adopt,
amend or repeal any of these By-Laws including the By-Law or amendment thereof changing the
authorized number of directors.
(c) Record of Amendments: Whenever an amendment to or repeal of any existing
By-Law is adopted, or an additional By-Law provision is approved, a replacement page
containing such new material and noting the date and manner of its adoption shall be
inserted in the original By-Laws, in the appropriate place.
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Amendments to By-Laws
(Adopted November 16, 2009)
(Adopted November 16, 2009)
1. | Article III, Section 1 of the By-Laws was deleted in its entirety and
replaced with the following: |
Section 1. Annual Meeting:
The annual meeting of the Shareholders of the Corporation shall be held at
such date and time as determined by the Board of Directors. At the annual meeting
the Shareholders, by vote of the holders of a majority of the shares represented,
shall elect a Board of Directors, consider reports of the affairs of the
Corporation and transact such other business as is properly brought before the
meeting.
2. | The first sentence of Article IV, Section 2 of the By-Laws was deleted in its
entirety and replaced with the following (to conform the By-Laws to the Articles of
Incorporation): |
The number of Directors which shall constitute the entire Board of Directors
shall be not less than one nor more than eight.
11