Attached files
| file | filename |
|---|---|
| S-1 - INOLIFE TECHNOLOGIES, INC. | v175382_s1.htm |
| EX-23.2 - INOLIFE TECHNOLOGIES, INC. | v175382_ex23-2.htm |
| EX-23.1 - INOLIFE TECHNOLOGIES, INC. | v175382_ex23-1.htm |
| EX-3.1 - INOLIFE TECHNOLOGIES, INC. | v175382_ex3-1.htm |
SECOND
AMENDED AND RESTATED BY-LAWS
OF
CENTALE,
INC.
(a New
York corporation)
1. MEETING
OF SHAREHOLDERS.
1.1 Annual
Meeting. The annual meeting of shareholders shall be held on a date
fixed by the Board of Directors as soon as practicable after the completion of
the audit of the Company's financial statements for the previous year, and shall
be held at a place and time determined by the board of directors (the
"Board").
1.2 Special
Meetings. Special meetings of the shareholders may be called by
resolution of the Board (or by the Chairman of the Board) and shall be called by
the President or Secretary upon the written request (stating the purpose or
purposes of the meeting) of a majority of the Board. Only business
related to the purposes set forth in the notice of the meeting may be transacted
at a special meeting.
1.3 Place
of Meeting. Meetings of the shareholders may be held in or outside
New York State.
1.4 Notice
of Meetings; Waiver of Notice. Written notice of each meeting of
shareholders shall be given to each shareholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any shareholder who
submits a signed waiver of notice before or after the meeting, and (b) no notice
of an adjourned meeting need be given except when required by law. Each notice
of meeting shall be given, personally or by mail, not less than 10 nor more than
60 days before the meeting and shall state the time and place of the meeting,
and unless it is the annual meeting, shall state at whose direction the meeting
is called and the purposes for which it is called. If mailed, notice
shall be considered given when mailed to a shareholder at his address on the
Corporation's records. The attendance of any shareholder at a
meeting, without protesting before the end of the meeting the lack of notice of
the meeting, shall constitute a waiver of notice by him.
1.5 Quorum. The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote shall constitute a quorum for the transaction of any
business. In the absence of a quorum a majority in voting interest of
those present or, in the absence of all the shareholders, any officer entitled
to preside at or to act as secretary of the meeting, may adjourn the meeting
until a quorum is present. At any adjourned meeting at which a quorum
is present any action may be taken which might have been taken at the meeting as
originally called.
1.6 Voting;
Proxies. Each shareholder of record shall be entitled to one vote for
every share registered in his name and may attend meetings and vote either in
person or by proxy. Corporate action to be taken by shareholder vote,
including the election of directors, shall be authorized by a majority of the
votes cast at a meeting of shareholders, except as otherwise provided by law or
by section 1.7 of these by-laws. Directors shall be elected in the
manner provided in section 2.1 of these by-laws. Voting need not be
by ballot unless requested by a shareholder at the meeting or ordered by the
chairman of the meeting. Every proxy must be signed by the
shareholder or his attorney-in-fact. No proxy shall be valid after
eleven months from its date unless it provides otherwise.
1.7 Action
by Shareholders Without a Meeting. Any shareholder action may be
taken without a meeting if taken in compliance with Article "Sixth" of the
Corporation's Certificate of Incorporation.
2. BOARD
OF DIRECTORS.
2.1 Number,
Qualification, Election and Term of Directors. The business of the Corporation
shall be managed by the Board, which shall consist of not less than 1 director
who shall each be at least 21 years old. The number of directors may
be changed by resolution of a majority of the entire Board or by the
shareholders, but no decrease may shorten the term of any incumbent
director. Directors shall be elected at each annual meeting of
shareholders by a plurality of the votes cast and shall hold office until the
next annual meeting of shareholders and until the election of their respective
successors.
2.2 Quorum
and Manner of Acting. A majority of the entire Board shall constitute
a quorum for the transaction of business at any meet ing, except as provided in
Section 2.10 of these by-laws. Action of the Board shall be authorized by the
vote of a majority of the directors present at the time of the vote if there is
a quorum, except as other wise provided by section 2.3 of these
by-laws. In the absence of a quorum a majority of the directors
present may adjourn any meeting from time to time until a quorum is
present.
2.3 Action
by Board without a Meeting. Any Board action (or action of any
committee thereof) may be taken without a meeting if all members of the Board
(or of the committee) consent in writing to the adoption of a resolution
authorizing the action.
2.4 Participation
by Telephone. Any one or more members of the Board or any committee
thereof may participate in a meeting of the Board or such committee by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same
time. Participating by such means shall constitute presence in person
at a meeting.
2.5 Place
of Meetings. Meetings of the Board may be held in or outside New York
State.
2.6 Annual
and Regular Meetings. Annual meetings of the Board, for the election
of officers and consideration of other matters, shall be held either (a) without
notice immediately after the annual meeting of shareholders and at the same
place, or (b) as soon as practicable after the annual meeting of shareholders,
on notice as provided in section 2.8 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal
holiday, the meeting shall be held on the next business day.
2.7 Special
Meetings. Special meetings of the Board may be called by the
President or by any one of the directors. Only business related to
the purposes set forth in the notice of meeting may be transacted at a special
meeting.
2.8 Notice
of Meetings; Waiver of Notice. Notice of the time and place of each
special meeting of the Board, and of each annual meeting not held immediately
after the annual meeting of shareholders and at the same place, shall be given
to each director by mailing it to him at his residence or usual place of
business at least three days before the meeting, or by delivering or telephoning
or telegraphing it to him at least two days before the
meeting. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called. Notice need not be given to any
director who submits a signed waiver of notice before or after the meeting, or
who attends the meeting without protesting the lack of notice to him, either
before the meeting or when it begins. Notice of any adjourned meeting
need not be given, other than by announcement at the meeting at which the
adjournment is taken.
2.9 Resignation
and Removal of Directors. Any director may resign at any
time. Any or all of the directors may be removed at any time, either
with or without cause, by vote of the shareholders, and any of the directors may
be removed for cause by the Board.
2.10
Vacancies. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unex pired term by a
majority vote of the remaining directors, though less than a
quorum.
2.11
Compensation. Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also
be paid for serving the Corporation, its affiliates or subsidiaries in other
capacities.
3. COMMITTEES.
3.1 Executive
Committee. The Board, by resolution adopted by a majority of the
entire Board, may designate the Executive Committee of three or more directors
which shall have all the authority of the Board, except as otherwise provided in
the resolution or by-laws, which shall serve at the pleasure of the
Board. All action of the Executive Committee shall be reported to the
Board at its next meeting. The Executive Committee shall adopt rules
of procedure and shall meet as provided by those rules or by resolutions of the
Board.
3.2 Other
Committees. The Board, by resolution adopted by a majority of the
entire Board, may designate other committees of directors to serve at the
Board's pleasure, with such powers and duties as the Board
determines.
4. OFFICERS.
4.1 Number. The
executive officers of the Corporation shall be the Chairman, the Chief Executive
Officer, the President, the Secretary, the Treasurer, and such other officers as
may from time to time be chosen by the Board of Directors. All
offices may be held by the same person.
4.2 Election;
Term of Office. The executive officers of the Corporation shall be
elected annually by the Board, and each officer shall hold office until the next
annual meeting of the Board and until the election of his
successor.
4.3 Subordinate
Officers. The Board may appoint subordinate officers (including
Assistant Secretaries and Assistant Treasurers), agents or employees, each of
whom shall hold office for such period and have such powers and duties as the
Board determines. The Board may delegate to any executive officer or
to any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.
4.4 Resignation
and Removal of Officers. Any officer may resign at any
time. Any officer elected or appointed by the Board or appointed by
an executive officer or by a committee may be removed by the affirmative vote of
a majority of the Board either with or without cause.
4.5 Vacancies. A
vacancy in any office may be filled for the unexpired term in the manner
prescribed in sections 4.2 and 4.3 of these by-laws for the election or
appointment to the office.
4.6. The
Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and the Board of Directors.
4.7 The
Chief Executive Officer. The Chief Executive Officer, subject
to the control of the Board of Directors, shall be responsible for formulating
the financial and operational policies of the Corporation, and supervising the
execution thereof.
4.8 The
President. The President shall be the chief operating officer of the
Corporation, unless the Board of Directors shall desig nate another officer as
Chief Operating Officer. Subject to the control of the Board of
Directors and the Chief Executive Officer, the President shall be responsible
for the general day-to-day management of the business of the corporation and
shall see that all resolutions of the Board and directives of the Chief
Executive Officer are carried into effect. The Chief Executive
Officer and the President shall each have the power to execute in the corporate
name all authorized deeds, mortgages, bonds, contracts or other instruments
requiring a seal, under the seal of the corporation, except in cases in which
the signing or execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
4.9 Vice
President. Each Vice President shall have such powers and duties as
the Board or the Chief Executive Officer assigns to him. The Board of Directors
may designate a Vice President as Chief Operating Officer, in which case that
officer shall have those of the responsibilities of the President as are
appropriate to the Chief Operating Officer.
4.10 The
Treasurer. The Treasurer shall be in charge of the Corporation's
books and accounts. Subject to the control of the Board, he shall have such
other powers and duties as the Board or the President assigns to
him.
4.11 The
Secretary. The Secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the shareholders, shall be
responsible for giving notice of all meetings of shareholders and of the Board,
shall keep the seal and, when authorized by the Board, shall apply it to any
instrument requiring it. Subject to the control of the Board, he
shall have such other powers and duties as the Board or the President assigns to
him. In the absence of the Secretary from any meeting, the minutes
shall be kept by the person appointed for that purpose by the presiding
officer.
4.12
Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the President to fix the salary of any officer.
5. SHARES.
5.1 Certificates. The
shares of the Corporation shall be represented by certificates in the form
approved by the Board. Each certificate shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, and shall be sealed with the Corporation's seal or a
facsimile of the seal.
5.2 Transfers. Shares
shall be transferable only on the Corporation's books, upon surrender of the
certificate for the shares, properly endorsed. The Board may require
satisfactory surety before issuing a new certificate to replace a certificate
claimed to have been lost or destroyed.
5.3 Determination
of Shareholders of Record. The Board may fix, in advance, a date as
the record date for the determination of shareholders entitled to notice of or
to vote at any meeting of the shareholders, or to express consent to or dissent
from any proposal without a meeting, or to receive payment of any dividend or
the allotment of any rights, or for the purpose of any other
action. The record date may not be more than 60 nor less than 10 days
before the date of the meeting, nor more than 50 days before any other
action.
6. INDEMNIFICATION
OF OFFICERS AND DIRECTORS.
6.1. Indemnification
in Actions Other Than By Right of the Corporation. The Corporation
shall indemnify any person made, or threatened to be made, a party to an action
or proceeding (other than one by or in the right of the corporation to procure a
judgment in its favor), whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Corporation served in any
capacity at the request of the Corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the Corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action, proceeding or claim, or any
appeal therein; provided, however, that no indemnification shall be made to or
on behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his acts were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated. The foregoing indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any law,
agreement, vote of stockholders, or otherwise.
6.2. Indemnification
in Actions by Right of the Corporation. The Corporation shall
indemnify any person made, or threatened to be made, a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator or intestate, is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation, as a
director or officer of any other corporation of any type of kind, domestic or
foreign or of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in judgment or settlement, and reason
able expenses, including attorneys' fees, actually and necessarily incurred by
him in connection with the defense or settlement of such action, or in
connection with an appeal therein; provided, however, that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. The foregoing indemnification shall be in
addition to any other rights to which those indemnified may be entitled under
any law, agreement, vote of stockholders, or otherwise.
7. MISCELLANEOUS.
7.1 Seal.
The Board shall adopt a corporate seal, which shall be in the form of a circle
and shall bear the Corporation's name and the year and state in which it was
incorporated.
7.2 Fiscal
Year. The Board may determine the Corporation's fiscal
year. Until changed by the Board, the Corporation's fiscal year shall
end on December 31.
7.3 Voting
of Shares in Other Corporations. Shares in other corporations which
are held by the Corporation may be represented and voted by the President or a
Vice President of this Corporation or by proxy or proxies appointed by one of
them. The Board may, however, appoint some other person to vote the
shares.
7.4 Amendments. By-laws
may be amended, repealed or adopted by the shareholders or by a majority of the
entire Board, but any by-law adopted by the Board may be amended or repealed by
the shareholders. If a by-law regulating elections of directors is
adopted, amended or repealed by the Board, the notice of the next meeting of
shareholders shall set forth the by-law so amended, repealed or adopted,
together with a concise statement of the changes made.
Adopted
by the Board of Directors: November 17, 2005