Attached files
file | filename |
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S-1 - S-1 - ContinuityX Solutions, Inc. | v192273_s1.htm |
EX-5.1 - EX-5.1 - ContinuityX Solutions, Inc. | v192273_ex5-1.htm |
EX-3.1 - EX-3.1 - ContinuityX Solutions, Inc. | v192273_ex3-1.htm |
EX-4.1 - EX-4.1 - ContinuityX Solutions, Inc. | v192273_ex4-1.htm |
EX-10.1 - EX-10.1 - ContinuityX Solutions, Inc. | v192273_ex10-1.htm |
EX-23.1 - EX-23.1 - ContinuityX Solutions, Inc. | v192273_ex23-1.htm |
BY
– LAWS
of
EDUTOONS,
INC.
ARTICLE I -
OFFICES
SECTION
1. REGISTERED
OFFICE. — The registered office of EDUtoons, Inc. in the State of Delaware shall
be at such place that the Board of Directors may determine, from time to
time.
SECTION
2. OTHER
OFFICES. — The corporation may have other offices, either within or without the
State of Delaware, at such place or places as the Board of Directors may from
time to time appoint or the business of the corporation may
require.
ARTICLE II - MEETING OF
STOCKHOLDERS
SECTION
1. ANNUAL
MEETINGS. — Annual meetings of stockholders for the election of directors and
for such other business as may be stated in the notice of the meeting, shall be
held at such place, either within or without the State of Delaware, and at such
time and date as the Board of Directors, by resolution, shall determine and as
set forth in the notice of the meeting. In the event the Board of
Directors fails to so determine the time, date, and place of meeting, the annual
meeting of stockholders shall be held at the registered office of the
corporation in the State of Delaware.
If the
date of the annual meeting shall fall upon a legal holiday, the meeting shall be
held on the next succeeding business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and may transact
such other corporate business as shall be stated in the notice of the
meeting.
SECTION
2. OTHER
MEETINGS. — Meetings of stockholders for any purpose other than the election of
directors may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
SECTION
3. VOTING.
— Each stockholder entitled to vote in accordance with the terms and provisions
of the Certificate of Incorporation and these By-Laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled held by such
stockholder, but no proxy shall be voted after three years from its date unless
such proxy provides for a longer period. Upon the demand of any
stockholder, the vote on any matter before the meeting shall be by
ballot. All elections for directors shall be decided by plurality
vote. All other questions shall be decided by majority vote except as
otherwise provided by the Certificate of Incorporation or the laws of the State
of Delaware.
SECTION
4. STOCKHOLDER
LIST. — The officer who has charge of the stock ledger of the corporation shall,
at least 10 days before each meeting of stockholders, prepare a complete
alphabetical addressed list of the stockholders entitled to vote at the ensuing
election, with the number of shares held by each. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list
shall be available for inspection at the meeting.
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SECTION
5. QUORUM.
— Except as otherwise required by law, by the Certificate of Incorporation of
the corporation or by these By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the stock of the corporation entitled to vote
shall constitute a quorum at all meetings of the stockholders. In
case a quorum shall not be present at any meeting, a majority of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the
requisite amount of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
SECTION
6. SPECIAL
MEETINGS. — Unless otherwise prescribed by statute or by the Certificate of
Incorporation, special meetings of the stockholders, for any purpose, may be
called by the corporation’s President. At the request in
writing of a majority of the directors or stockholders entitled to vote, a
special meeting of stockholders shall be called by the corporation’s President
or Secretary. Such request shall state the purpose of the proposed
meeting.
SECTION
7. NOTICE
OF MEETINGS. — Written notice, stating the place, date and time of the meeting,
and the general nature of the business to be considered, shall be given to each
stockholder entitled to vote there at at his address as it appears on the
records of the corporation, not less than ten nor more than fifty days before
the date of the meeting.
SECTION
8. ACTION
WITHOUT MEETING. — Any action required or permitted to be taken at any meeting
of the stockholders may be taken without a meeting, if prior to such action a
written consent thereto is signed by a majority of the stockholders and such
written consent is filed with the minutes of proceedings of the
stockholders.
ARTICLE III -
DIRECTORS
SECTION
1. NUMBER
AND TERM. — The number of directors shall be fixed by resolution of the
stockholders, provided that the number of directors may not be less than three
unless all the shares of the corporation are owned beneficially and of record by
either one or two stockholders, in which event the number of directors may be
less than three but not less than the number of stockholders. The
directors shall be elected at the annual meeting of the stockholders and each
director shall be elected to serve until his successor shall be duly elected and
qualified.
SECTION
2. RESIGNATIONS.
— Any director, member of a committee, or other officer may resign at any
time. Such resignation shall be made in writing, and shall take
effect on the date specified therein, and if no date is specified, on the date
of its receipt by the corporation’s President or Secretary. The
acceptance of a resignation by the corporation’s President or Secretary shall
not be necessary to make it effective.
SECTION
3. VACANCIES.
— If the office of any director, member of a committee or other officer becomes
vacant, the remaining directors in office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such
vacancy. Any successor shall hold office for the unexpired term and
until his successor shall be duly chosen.
SECTION
4. REMOVAL.
— Any director may be removed, either for or without cause, at any time by the
affirmative vote of a majority of all the shares of stock outstanding and
entitled to vote, at a special meeting of the stockholders called for the
purpose. Any vacancies created by the removal of a director may be
filled at the meeting held for the purpose of removal, by the affirmative vote
of a majority of the stockholders entitled to vote.
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SECTION
5. INCREASE
OF NUMBER. — The number of directors may be increased by amendment of these
By-Laws by the affirmative vote of a majority of the directors, though less than
a quorum, or, by the affirmative vote of a majority of the stockholders, at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional directors may be chosen at such meeting to hold office until the
next annual election and until their successors are duly elected and
qualified.
SECTION
6. COMPENSATION.
— Directors shall not receive any stated salary for their services as directors
or as members of committees, provided that the board may, by resolution, allow
that a fixed fee and expenses of attendance be given to directors for their
attendance at each meeting. Nothing herein contained shall be
construed to preclude any director who serves in any other capacity, whether as
an officer, agent or otherwise, from receiving compensation
therefore.
SECTION
7. ACTION
WITHOUT MEETING. — Any action required or permitted to be taken at any meeting
of the Board of Directors, or of any committee thereof, may be taken without a
meeting, if prior to such action a written consent thereto is signed by all
members of the board, or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the board or
committee.
ARTICLE IV -
OFFICERS
SECTION
1.
OFFICERS. — The officers of the corporation shall consist of a President, a
Treasurer, and a Secretary, and shall be elected by the Board of Directors and
shall hold office until their successors are duly elected and
qualified. In addition, the Board of Directors may elect a Chairman,
one or more Vice-Presidents and such Assistant Secretaries and Assistant
Treasurers as it may deem proper. None of the officers of the
corporation need be directors. The officers shall be elected at the
first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same
person.
SECTION
2.
OTHER OFFICERS AND AGENTS. — The Board of Directors may appoint such officers
and agents as it may deem advisable, who shall hold their offices for such terms
and shall exercise such power and perform such duties as shall be determined by
the Board of Directors, from time to time.
SECTION
3. CHAIRMAN.
— The Chairman of the Board of Directors, if one be elected, shall preside at
all meetings of the Board of Directors and he shall have and perform such other
duties as may be assigned to him by the Board of Directors, from time to
time.
SECTION
4.
PRESIDENT. — The President shall be the Chief Executive Officer of the
corporation and shall have the general powers and duties of supervision and
management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders, if
present thereat, and in the absence or non-election of the Chairman of the Board
of Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the
corporation.
SECTION
5.
VICE-PRESIDENT. — Each Vice-President shall have such powers and shall perform
such duties as shall be assigned to him by the Board of Directors, from time to
time.
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SECTION
6. TREASURER.
— The Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all moneys and other
valuables in the name and to the credit of the corporation in 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, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give
the corporation a bond for the faithful discharge of his duties, in such amount
and with such surety as the Board of Directors shall prescribe.
SECTION
7. SECRETARY.
— The Secretary shall give, or cause to be given, notice of all meetings of
stockholders and directors, and all other notices required by law or by these
By-Laws. In case of the Secretary’s absence or refusal or neglect so
to give notice, any such notice may be given by any person thereunto directed by
the President, or by the Board of Directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He
shall record all the proceedings of the meetings of the corporation and of
directors in a book to be kept for that purpose. He shall keep in
safe custody the seal of the corporation, and when authorized by the Board of
Directors, affix the same to any instrument requiring it, and when so affixed,
it shall be attested by his signature or by the signature of any assistant
secretary.
SECTION
8. ASSISTANT
TREASURERS & ASSISTANT SECRETARIES. — Assistant Treasurers and Assistant
Secretaries, if any, shall be elected and shall have such powers and shall
perform such duties as shall be assigned to them, respectively, by the Board of
Directors.
ARTICLE V -
MISCELLANEOUS
SECTION
1. CERTIFICATES
OF STOCK. — Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the Chairman or
Vice-Chairman of the Board of Directors, or the President or a Vice-President
and the Treasurer or an Assistant Treasurer, or the Secretary of the
corporation, certifying the number of shares owned by such holder in the
corporation. If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the 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 of series of stock, provided that, except as other
wise provided in section 202 of the General Corporation Law of Delaware, 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 Where a certificate is countersigned (1) by a transfer agent other
than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of such officers may be
facsimiles.
SECTION
2. LOST
CERTIFICATES. — New certificates of stock may be issued in the place of any
certificate issued by the corporation, alleged to have been lost or destroyed,
and the directors may, in their discretion, require the owner of the lost or
destroyed certificate or his legal representatives, to give the corporation a
bond, in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against it on account of the alleged loss of
any such new certificate.
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SECTION
3. TRANSFER
OF SHARES. — The shares of stock of the corporation shall be transferable only
upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other persons as
the directors may designate. The old certificate shall be cancelled,
and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.
SECTION
4. STOCKHOLDERS
RECORD DATE. — In order that the corporation may determine the stockholders
entitled to notice of, or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the day of such
meeting. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION
5. DIVIDENDS.
— Subject to the provisions of the Certificate of Incorporation the Board of
Directors may, out of funds legally available therefor at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and when
they deem expedient. Before declaring any dividends there may be set
apart out of any funds of the corporation available for dividends, such sum or
sums as the directors from time to time in their discretion deem proper working
capital or as a reserve fund to meet contingencies, or for equalizing dividends,
or for such other purposes as the directors shall deem conducive to the
interests of the corporation.
SECTION
6. SEAL.
— The corporate seal shall be circular in form and shall contain the name of the
corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.
Said seal may be used by causing it, or a facsimile thereof, to be impressed or
affixed or otherwise reproduced.
SECTION
7. FISCAL
YEAR. — The fiscal year of the corporation shall be determined by resolution of
the Board of Directors.
SECTION
8. CHECKS
— 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
by the officer or officers, agent or agents of the corporation, and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
SECTION
9. NOTICE
AND WAIVER OF NOTICE — Whenever any notice is required by these By-Laws to be
given, personal notice is not meant unless expressly stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the
United States mail, postage prepaid, addressed to the person entitled thereto at
his address as it appears on the records of the corporation, and such notice
shall be deemed to have been given on the day of such
mailing. Stockholders not entitled to vote shall not be entitled to
receive notice of any meetings except as otherwise provided by
statute.
Whenever
any notice is required to be given under the provisions of any law, or under the
provisions of the Certificate of Incorporation of the corporation or these
By-Laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
proper notice.
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ARTICLE VI -
AMENDMENTS
SECTION
1. AMENDMENT
TO BYLAWS— These By-Laws may be altered and repealed during any annual meeting
of the stockholders or at any special meeting thereof if notice thereof is
contained in the notice of such special meeting by the affirmative vote of a
majority of the stock issued and outstanding or entitled to vote thereat, or by
the regular meeting of the Board of Directors, at any regular meeting of the
Board of Directors, or at any special meeting of the Board of Directors, if
notice thereof is contained in the notice of such special meeting.
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