Attached files
| file | filename |
|---|---|
| S-1 - BOXSCORE BRANDS, INC. | internetmedias1.htm |
| EX-5.1 - BOXSCORE BRANDS, INC. | ex5-1.htm |
| EX-3.1 - BOXSCORE BRANDS, INC. | ex3-1.htm |
| EX-23.1 - BOXSCORE BRANDS, INC. | ex23-1.htm |
| EX-10.1 - BOXSCORE BRANDS, INC. | ex10-1.htm |
| EX-10.2 - BOXSCORE BRANDS, INC. | ex10-2.htm |
Exhibit 3.2
BY
LAWS
OF
INTERNET
MEDIA SERVICES, INC.
ARTICLE
I – MEETINGS OF STOCKHOLDERS
1. PLACE OF
MEETINGS. All annual meetings of Stockholders and all other
meetings of Stockholders shall be held at any place or places within or without
the State of Delaware which may be designated either by the President of the
Corporation or the Board of Directors, or by the written consent of all
Stockholders entitled to vote thereat, given either before or after the meeting
and filed with the Secretary of the Corporation.
2. ANNUAL
MEETINGS. The annual meeting of the Stockholders shall be held
within twelve months of the first Monday of the month in which the Corporation’s
initial Certificate of Incorporation was first filed with the Secretary of
State. If such day falls on a legal holiday, then the annual meeting
of the Stockholders shall be held on the next business day. The
Stockholders shall elect the Board and transact such other business as may
properly come before said meeting.
Written notice of each annual meeting
signed by the President or Vice President, or the Secretary, or an Assistant
Secretary, or by such other person or persons as the Directors shall designate,
shall be given to each Stockholder entitled to vote thereat either personally or
by mail or other means of written communication, charges prepaid, addressed to
such Stockholder at the address appearing on the books of the Corporation or
given to the Corporation for the purpose of notice. If a Stockholder
gives no address, notice shall be deemed to have been given if sent by mail or
other means of written communication addressed to the place where the Resident
Agent of the Corporation is situated, or if published at least once in some
newspaper of general circulation in the county in which said Resident Agent is
located. All such notices shall be sent to each Stockholder entitled
thereto not less than ten (10) nor more than sixty (60) calendar days before
each annual meeting, and shall specify the place, the day and the hour of such
meeting the means of remote communications, if any, by which Stockholders and
proxy holders may be deemed present in person and vote at such
meetings. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
3. SPECIAL
MEETING. Special
meetings of the Stockholders, for any purpose or purposes whatsoever, may be
called at any time by the President, Vice President or by a majority of the Boar
of Directors, or by one or more Stockholders holding a majority in amount of the
entire capitol stock of the Corporation issued and outstanding and entitled to
vote. Except in special cases where other express provision is made
by statute, notice of such special meetings shall be given in the same manner as
for annual meetings of Stockholders. Notices of any special meeting
shall specify, in addition to the place or means of remote communication, the
day and hour of such meetings, the purpose or purposes for which the meeting is
called.
4. ADJOURNED
MEETINGS AND NOTICE THEREOF. Any Stockholders’ meeting,
annual or special whether or not a quorum is present, may be adjourned from time
to time by the vote of a majority of the shares, the holders of which are either
present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at any such meeting.
Other than by announcement at the
meeting at which such adjournment is taken, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting. However, when any Stockholders’ meeting, either annual or
special, is adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
5. ENTRY OF
NOTICE. Whenever any Stockholder entitled to vote has been
absent from any meeting of Stockholders, whether annual or special, an entry in
the minutes to the effect that notice has been duly given shall be conclusive
and incontrovertible evidence that due notice of such meeting was given to such
Stockholders, as required by law and the Bylaws of thee
Corporation.
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6. VOTING. At
all meetings of Stockholders, every Stockholder entitled to vote shall have the
right to vote, in person or by proxy, on each matter to come before the meeting,
the number of shares standing in that person’s own name on the stock records of
the Corporation. There shall be no cumulative voting. Such
vote may be by voice or by ballot upon demand made by a Stockholder at any
election and before the voting begins.
7. QUORUM. The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction of
business. The Stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum.
8. CONSENT
OF ABSENTEES. The transactions of any meeting of Stockholders,
either annual or special, however called and noticed, shall be as valid as
though a meeting had been duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each of the Stockholders entitled to vote, not present in person or by
proxy, sign a written waiver or 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.
9. PROXIES. Every person entitled to
vote or execute consents shall have the right to do so either in person or by an
agent or agents authorized by a written proxy executed by such person or duly
authorize agent and filed with the Secretary of the
Corporation. However, no such proxy shall be valid after the
expiration of three (3) years from the date of its execution, unless the
Stockholder executing it specifies therein the length of time for which such
proxy is to continue in force, which in no case shall exceed seven (7) years
from the date of it’s execution.
10.
ACTION WITHOUT A
MEETING.
10.1.1 That if any
greater portion of voting powers is required for such action at a
meeting, then such greater proportion of written consents shall be
required;
10.1.2 That this
general provision for action by written consent shall not supersede any specific
provision for action by written consent contained in Title 8 of the Delaware
Code; and
10.1.3 In no
instance where action is authorized by written consent need a meeting of
Stockholders be called or noticed.
11. TELEPHONE
MEETINGS. At any meeting held pursuant to these Bylaws,
Stockholders may participate by means of a telephone conference or similar
method of communication by which all persons participating in the meeting can
hear each other. Participation in such a meeting constitutes presence
in person at the meeting.
ARTICLE
II – DIRECTORS
1. POWERS. Subject
to the limitations of the Certificate of Incorporation, of the Bylaws, and the
provisions of Title 8 of the Delaware Code as to action to be authorized or
approved by the Stockholders, and subject to the duties of Directors as
prescribed by the Bylaws, the business and affairs of the Corporation shall be
controlled by, the Board of Directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers.
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First. To select
and remove all Officers, Agents and employees of the Corporation, prescribe such
powers and duties for them as may not be inconsistent with law, with the
Certificate of Incorporation or the Bylaws, fix their compensation, and require
from them security of faithful service.
Second. To conduct,
manage and control the affairs and business of the Corporation, and to make such
rules and regulations therefore not inconsistent with law, with the Certificate
of Incorporation or the Bylaws, as they may deem best.
Third. To fix and
locate from time to time one or more offices of the Corporation within or
without the State of Delaware; to designate any place within or without the
State of Delaware for the holdings of any Stockholders’ meeting or meetings; and
to adopt, make and use a Corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
Fourth. To
authorize the issuance of shares of stock of the Corporation from time to time,
upon such terms as may be lawful, in consideration of money paid, labor done or
service actually rendered, debts or securities cancelled, or tangible or
intangible property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated
capital.
Fifth. To borrow
money and incur indebtedness for the purpose of the Corporation, and to cause to
be executed and delivered therefore, in the Corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other
evidence of debt and securities therefore.
Sixth. To appoint
an executive committee and other committees, and to delegate to the executive
committee any of the powers and authority of the Board in the management of the
business and affairs of the Corporation. The executive committee
shall be composed of one or more Directors.
2.
NUMBER
AND QUALIFICATION OF DIRECTORS. The authorized number of
Directors of the Corporation shall be one (1) or more. The
number of Directors may be increased or decreased by a duly adopted resolution
of the Board of Directors.
3.
ELECTION
AND TERM OF OFFICE. An least one-third of the Directors shall
be elected at each annual meeting of Stockholders, but if any such annual
meeting is not held, or the Directors are not selected at such meeting, the
Directors may be elected at any special meeting of Stockholders. All
Directors shall hold office until their respective successors are
elected.
4.
VACANCIES. Vacancies
in the Board of Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining
Director. Directors so elected shall hold office until their
successors are elected at an annual or a special meeting of the
Stockholders.
A vacancy or vacancies in the Board of
Directors shall be deemed to exit in case of the death, resignation or removal
of any Director, or if the authorized number of Directors be increased, or if
the Stockholders, at any annual or special meeting of Stockholders at which any
Director or Directors are elected, fail to elect the full authorized number of
Directors to be voted for at that meeting, or if the original Incorporators
shall fail to designate the total authorized number of Directors for the initial
Board of Directors.
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The Stockholders may elect a Director
or Directors at any time to fill any vacancy or vacancies not filled by the
Directors. If the Board of Directors accepts the resignation of a
Director tendered to take effect at future time, the Board of the Stockholders
shall have power to elect a successor to take office when the resignation is to
become effective.
5. PLACE OF
MEETING. Regular meetings of the Board of Directors shall be
held at any place within or without the State of Delaware which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. Special meetings of the Board may be held
at a place so designated.
6. ANNUAL
MEETING. Immediately following each annual meeting of
Stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, election of Officers, and the transaction of other
business. Notice of such meetings is hereby dispensed
with.
7. SPECIAL
MEETINGS. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the President, or, if absent or
unable or refuses to act, by any Vice President or by any two (2)
Directors.
Written notice of the time and place of
special meetings shall be delivered personally to the Directors or sent to each
Director by mail, facsimile machine (if the recipient has a facsimile machine
properly connected to a telephone line), a commercially reasonable overnight
express service, or other form of written communication, charges prepaid,
addressed to the address shown upon the records of the Corporation, or if it is
not so shown on such records or is not readily ascertainable, at the place in
which the meetings of the Directors are regularly held. In case the
notice is mailed, it shall be deposited in the United States mail at least three
days before the meeting. If the notice is sent by an overnight
express service, it must be sent at least one day before the
meeting. If the notice is personally delivered or sent by facsimile
machine, it shall be so delivered at least twenty-four (24) hours before the
meeting. Such mailing or delivery as above provided shall be due,
legal and personal notice to such Director. Notice of a meeting need
not be given to any Director who submits a Waiver of Notice, whether before or
after the meeting, or who attends the meeting without protesting prior thereto
or alt its commencement the lack of notice to said Director.
8. NOTICE OF
ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place
were fixed at the meeting adjourned.
9. ENTRY OF
NOTICE. Whenever any Director has been absent from any special
meeting of the Board of Directors, an entry in the minutes to the effect that
notice has been duly given shall be conclusive and incontrovertible evidence
that due notice of such special meeting was given to such Director, as required
by law and the Bylaws of the Corporation.
10. WAIVER OF
NOTICE. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though a meeting had been duly held after regular call and notice, if a quorum
be present, and if, either before or after the meeting, each of the Directors
not present sign a written waiver of notice or a consent to holding such meeting
or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the Corporate records or made a part of the
minutes of the meeting.
11. ACTION
WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all the
members of the Board of such committee. Such written consent shall be
filed with the minutes of the proceedings of the Board or
committee.
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12. QUORUM. A
majority of the total number of Directors shall be necessary to constitute a
quorum for the transactions of business, except to adjourn as hereinafter
provided. Every act or decision made by a majority of the Directors
present at a meeting fully held at which a quorum is present shall be regarded
as the act of the Board of Directors, unless a greater number be required by law
or by the Certificate of Incorporation.
13. ADJOURNMENT. A
quorum of the Directors may adjourn any Directors’ meeting to meet again at a
stated day and hour. However, in the absence of a quorum, a majority
of the Directors present at any Directors’ meeting, either regular or special,
may adjourn from time to time until time fixed for the next regular meeting of
the Board.
14. FEES AND
COMPENSATION. Directors shall not receive any stated salary
for their services as Directors, but by resolution of the Board, a fixed fee,
with or without expenses of attendance, may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity as an Officer,
Agent, employee or otherwise, and receiving the compensation
therefrom.
15. REMOVAL. Any
Director may be removed from office without cause by the vote of Stockholders
holding a majority of the issued and outstanding stock at a meeting duly called
for that purpose at any time.
16. TELEPHONIC
MEETINGS. At any meeting held pursuant to these Bylaws,
Directors may participate by means of a telephone conference or similar method
of communication by which all persons participating in the meeting can hear each
other. Participating in such a meeting constitutes presence in person
at the meeting.
ARTICLE
III - OFFICERS
1. OFFICERS. The
Officers of the Corporation shall be a President, a Secretary and a
Treasurer. The Corporation may also have, at the discretion of the
Board of Directors, a Chairman of the Board of Directors, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other Officers as may be appointed in accordance with the provisions of
Section 3 of this Article. Officers other than the Chairman of the
Board need not be Directors. One person may hold two or more
offices.
2. ELECTION. The
Officers of the Corporation, except such Officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall
be chosen annually by the Board of Directors and each shall hold office until
resigning or being removed or otherwise disqualified to serve until a successor
shall be elected and qualified.
3. SUBORDINATE
OFFICERS, ETC. The Board of Directors may appoint such other
Officers as the business of the Corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in the Bylaws or as the Board of Directors may from time to time
determine.
4. REMOVAL
AND RESIGNATION. Any Officer may be removed, either with or
without cause, by a majority of the Directors at the time in office, at any
regular or special meeting of the Board.
Any Officer may resign at any time by
giving written notice to the Board of Directors or to the President, or to the
Secretary of the Corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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5. VACANCIES. A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the Bylaws for
regular appointments to such office.
6. CHAIRPERSON
OF THE BOARD. The Chairperson
of the Board shall preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the Bylaws.
7. PRESIDENT. Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, the President shall be the Chief Executive Officer of
the Corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and Officers of
the Corporation. The President shall preside at all meetings of the
Stockholders, and in the absence of the Chairman of the Board, at all meetings
of the Board of Directors. The President shall have the general
powers and duties of management usually vested in the Office of President of a
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or by the Bylaws.
8. VICE
PRESIDENTS. In the absence or disability of the President, the
Vice President or Vice Presidents, if any, I order of their rank as fixed y the
Board of Directors, shall perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President. The Vice Presidents shall have such other powers
and perform such other duties as may from time to time be prescribed for them
respectively by the Board of Directors or the Bylaws.
9. SECRETARY. The
Secretary shall keep, or cause to be kept, a book of minutes at the registered
office of all meetings of Directors and Stockholders, setting forth the time and
place of each meeting, whether the meeting is regular or special, and if
special, how authorized, the manner by which notice was given, the names of
those present, the number of shares present or represented at Stockholders’
meetings and the proceedings thereof.
The Secretary shall keep, or cause to
be kept, at the registered office in this state (as described in NRS 78.105), a
stock ledger or duplicate stock ledger showing the names of the Stockholders at
the number of shares held by each. The Secretary shall also keep at
said registered office certified copies of the Certificate of Incorporation and
the Bylaws, both with all amendments.
The Secretary shall give, or cause to
be given, notice of all meetings of the Stockholders and of the Board of
Directors required by the Bylaws or by law to be given, and shall keep the seal
of the Corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or the
Bylaws.
10. TREASURER. The
Treasurer shall keep and maintain, or cause to be kept and maintained, adequate
and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. The books
of account shall at all times be open to inspection by an Director.
The
Treasurer shall deposit all monies and other valuables in the name to the credit
of the Corporation with such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, shall render to the President and
Directors, whenever they request it, an account of all transactions of such an
office and of the financial conditions of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.
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ARTICLE
IV - STOCK
1. CERTIFICATES
OF STOCK. A certificate or certificates for shares of the
capital stock of the Corporation shall be issued to each Shareholder when any
such shares are fully paid up. All such certificates shall be signed
by the President or a Vice President and the Secretary or an Assistant
Secretary, or be authenticated by facsimiles of the signatures of the President
and the written signature of the Secretary or an Assistant
Secretary. Every certificate authenticated by a facsimile of a
signature must be countersigned by a transfer agent or transfer clerk and a
registrar.
Certificates for shares may be issued
before full payment under such restrictions and for such purposes as the Board
of Directors or the Bylaws may provide. However, any such certificate
so issued before full payment shall state the amount remaining unpaid and the
terms of payment thereof.
2. SIGNATURES
OF STOCK. Even though an Officer or a person whose signature
as, or on behalf of, the transfer agent or transfer clerk has been written,
printed or stamped on a certificate for stock ceases, by death, resignation or
otherwise, to be an Officer of the Corporation or to be a person authorized to
sign such certificate, the certificate shall be valid and shall be countersigned
by the signature of a transfer agent or transfer clerks.
3. TRANSFER
ON THE BOOKS. Upon surrender to the Secretary of the
Corporation or transfer agent of the Corporation of a certificate for stock duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation must issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
4. LOST,
STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct, or may authorize the Secretary of the Corporation to direct, a new
certificate or certificates to be issued in place of any stock certificate or
certificates alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming that the certificate is lost,
stolen or destroyed. When authorizing an issue of a new certificate
or certificates, the Board of Directors or Secretary may in discretion, and as a
condition preceded to the issuance thereof, require the owner of the lost or
destroyed certificate or certificates, or legal representative, to advertise the
same in such manner as it shall require and/or give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate.
5. TRANSFER
AGENTS AND REGISTRARS. The
Board of Directors may appoint one or more transfer agents or transfer clerks,
and one or more registrars, who may be the same person, and may be the Secretary
of the Corporation, or an incorporated bank or trust company, either domestic or
foreign, who shall be appointed at such times and places as the requirements of
the Corporation may necessitate and the Board of Directors may
designate.
6. RECORD
DATE AND CLOSING STOCK BOOKS. The Board of Directors may fix a
time in the future, which shall not be more than sixty (60) nor less than ten
(10) days before the date of any meeting of Stockholders, and which shall not be
more than sixty (60) nor less than ten (10) days before the date fixed for the
payment of any dividend or distribution or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the Stockholders entitled to notice of and vote at
any such meeting, or entitled to receive any such dividend distribution, or any
such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. Only Stockholders of record
on the date so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend distribution, or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date. The
Board of Directors may close the books of the Corporation against transfers of
shares during the whole or any part of any such period.
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7. RECORD
OWNERSHIP. The Corporation is entitled to recognize the
exclusive right of a person registered on the books of the Corporation as the
owner of shares of the Corporation’s stock, to receive dividends, and to vote as
the owner. The Corporation is not bound to recognize any equitable or
other claim to or interest in the shares on the part of any other person,
whether or not the Corporation has express or other notice thereof, except as
otherwise provided by law.
ARTICLE
V – ASSESSMENT OF SHARES
The stock of the Corporation, after the
amount of the subscription price has been paid, in money, property or services,
as the Directors shall determine, shall not be subject to any assessment to pay
the debts of the Corporation, not for any other purpose, and not stock issued as
fully paid shall ever be assessable or assessed, and the Bylaws shall not be
amended in this particular.
ARTICLE
VI – PREEMPTIVE RIGHTS
The Stockholders of the Corporation
shall not be entitled to preemptive or preferential rights, as such rights are
defined by law, other than to the extent, if any, the Board of Directors, in its
discretion may determine from time to time.
ARTICLE
VII – PERPETUAL EXISTENCE
This Corporation shall have perpetual
existence.
ARTICLE
VIII - MISCELLANEOUS
1. INSPECTION
OF CORPORATE RECORDS. Stockholders shall have the right to
inspect such Corporate records at such times and based upon such limitations of
such rights as may be set forth in Title 8, Section 220 of the Delaware Code
(1953) from time to time.
2. CHECKS,
DRAFTS, ETC. All checks, drafts or other orders for payment of
money, notes or other evidence of indebtedness, issued in the name of or payable
to the Corporation, shall be signed or endorsed by such person or persons in
such manner as, from time to time, shall be determined by resolution of the
Board of Directors.
3. ANNUAL
REPORT. The Board of Directors of the Corporation may cause an
annual report to be made available to the Stockholders not later than one
hundred twenty (120) days after the close of the fiscal or calendar
year.
4. CONTRACTS
AND THEIR EXECUTION. The Board of Directors, except as in the
Bylaws otherwise provided, may authorize an Officer or Officers, Agent or Agents
to enter into any contract, deed or lease or execute any instrument in the name
of and on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless so authorized by the
Board of Directors, no Officer, Agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit to render it liable for any purpose or to any amount.
5. REPRESENTATION
OF SHARES OF OTHER CORPORATIONS. The President or any Vice
President and the Secretary or Assistant Secretary of this Corporation are
authorized to vote, represent and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing I n the name of this Corporation. The authority herein
granted to said Officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may be exercised either by such Officers in person or by any person authorized
to do by proxy or power of attorney duly executed by said Officers.
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6. INSPECTION
OF BYLAWS. The Corporation shall keep in its registered office
the original or a copy of the Bylaws as amended or otherwise altered to date,
certified by the Secretary, which shall be open to inspection by the
Stockholders at all reasonable times during office hours.
ARTICLE
IX - AMENDMENTS
1. POWER OF
STOCKHOLDERS. New Bylaws may be adopted or these Bylaws may be
amended or repealed by the vote of Stockholders entitled to exercise a majority
of the voting power of the Corporation or by the written assent of such
Stockholders.
2. POWER OF
DIRECTORS. Subject to the right of Stockholders as provided in
Section 1 of this Article VII to adopt, amend or repeal Bylaws, Bylaws may be
adopted, amended or repealed by the Board of Directors.
ARTICLE
X – CORPORATE SEAL
The seal
of the Corporation shall bear the name of the Corporation, the year of its
organization and the words “CORPORATE SEAL, DELAWARE” or “OFFICIAL CORPORATE
SEAL, DELAWARE”. The seal may be used by causing it to be impressed
directly on the instrument or writing to be sealed, or upon adhesive substance
affixed thereto. The seal on the certificates for shares or on any
Corporate obligation for the payment of money may be a facsimile or, in the
alternative, engraved or printed.
ARTICLE
XI - INDEMNIFICATION
1. This
Corporation does hereby indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the Corporation, by reason of the fact
that the person is or was a Director, Officer, Agent or employee of this
Corporation, or is or was serving at the request of this Corporation as
director, officer, agent or employee of another corporation, against expenses,
including attorneys’ fees, judgment, fines and amounts paid in settlement
actually and reasonably incurred by said person in connection with the action,
suit or proceeding if the same acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of this Corporation, and,
with respect to a criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendre or its equivalent, does not, of itself, create a presumption that
the person did not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interest of this Corporation, and that, with
respect to any criminal action or proceeding, said person had reasonable cause
to believe that such conduct was unlawful.
2. This
Corporation does hereby indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of this Corporation to procure a judgment in its favor
by reason of the fact that said person is or was a Director, Officer, Agent or
employee of this Corporation, or is or was serving at the request of this
Corporation as a director, officer, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably
incurred by him in connection with the defense or settlement of the actions or
suit if acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of this Corporation. Indemnification
may not be made for any claim, issue or matter as to which such a person has be
adjudged by a court or competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to this Corporation or for amounts paid in settlement to
this Corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
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3. To
the extent that a Director, Officer, Agent or employee of this Corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, said person must be indemnified by this Corporation against
expenses, including attorneys’ fees, actually and reasonably incurred by the
same in connection with the defense.
4. Any
indemnification under sections 1 and 2, unless ordered by a court or advanced
pursuant to section 5 below, must be made by this Corporation only as authorized
in the specific case upon a determination that indemnification of the Director,
Officer, Agent or employee is proper in the circumstances. The
determination must be made:
4.1 By
the Stockholders;
4.2 By
the Board of Directors by majority vote of a quorum consisting of Directors who
were not parties to the act, suit or proceeding;
4.3 If
a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The
expenses of Officers and Directors incurred in defending a civil or criminal
action, suit or proceeding shall be paid by this Corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the Director or
Officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that said person is not entitled to be indemnified by
this Corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which Corporate personnel other than
Directors or Officers may be entitled under any contract or otherwise by
law.
6. The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this Article:
6.1 Does
not eliminate or limit the liability of a director;
6.1(a) for
any breach of the directors duty of loyalty to the corporation or its
stockholders;
6.1(b) for
acts or omissions not in good faith in which involve intentional misconduct or a
knowing violation of law;
6.1(c) under
Title 8, section 174 of the Delaware Code;
6.1(d) for
any transaction from which the director derived an improper personal benefit;
or
6.1(e) for
any act or omission occurring prior to the date when these bylaws become
effective.
6.2 Does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation or
any Bylaw, agreement, vote of Stockholders or disinterred Directors or
otherwise, for either an action in official capacity or an action in another
capacity while holding office, except that indemnification, unless ordered by a
court pursuant to section 2 above or for the advancement of expenses made
pursuant to section 5 above, may not be made to or on behalf of any Director of
Officer if a final adjudication established that acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.
6.3 Continues
for a person who has ceased to be a Director, Officer, Agent or employee and
inures to the benefit of the heirs, executors and administrators of such a
person.
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