Attached files
| file | filename |
|---|---|
| S-1 - CHINA EMEDIA HOLDINGS Corp | v196267_s1.htm |
| EX-3.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-2.htm |
| EX-3.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-1.htm |
| EX-5.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex5-1.htm |
| EX-10.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-2.htm |
| EX-21.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex21-1.htm |
| EX-23.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex23-2.htm |
| EX-10.4 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-4.htm |
| EX-10.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-3.htm |
| EX-10.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-1.htm |
Exhibit
3.3
BYLAWS
OF
China
eMedia Holdings Corporation
(a
Delaware Corporation)
June 9,
2009
|
ARTICLE
I.
|
CAPITAL
STOCK
|
1
|
|
1.1
|
Classes
of Stock
|
1
|
|
1.2
|
Certificates
for Shares
|
1
|
|
1.3
|
Lost,
Stolen or Destroyed Stock Certificates; Issuance of New
Certificates
|
1
|
|
1.4
|
Transfer
of Shares
|
1
|
|
ARTICLE II.
|
STOCKHOLDERS
|
1
|
|
2.1
|
Annual
Meetings
|
1
|
|
2.2
|
Special
Meetings
|
2
|
|
2.3
|
Time
and Place of Meetings
|
2
|
|
2.4
|
Notice
of Meetings
|
2
|
|
2.5
|
Quorum
Requirements for Stockholder Meetings
|
3
|
|
2.6
|
Voting
and Proxies
|
3
|
|
2.7
|
Written
Consent of Stockholders
|
3
|
|
ARTICLE III.
|
DIRECTORS
|
3
|
|
3.1
|
Number
and Terms of Office
|
3
|
|
3.2
|
Nomination
of Directors
|
4
|
|
3.3
|
Employee
Directors
|
5
|
|
3.4
|
Meetings
|
5
|
|
3.5
|
Notice
of Directors’ Meetings
|
5
|
|
3.6
|
Quorum
and Vote
|
6
|
|
3.7
|
Committees
of the Board of Directors
|
6
|
|
3.8
|
Removal
of Directors
|
6
|
|
3.9
|
Chairman
of the Board
|
6
|
|
3.10
|
Time
and Place of Meetings
|
6
|
|
3.11
|
Vacancies
|
6
|
|
3.12
|
Action
by Written Consent of Directors
|
6
|
|
3.13
|
Dividends
|
7
|
|
3.14
|
Fiscal
Year
|
7
|
|
ARTICLE IV.
|
OFFICERS
|
7
|
|
4.1
|
Election
and Term of Office
|
7
|
|
4.2
|
Chief
Executive Officer
|
7
|
|
4.3
|
President
|
7
|
|
4.4
|
Vice
Presidents
|
7
|
|
4.5
|
Corporate
Secretary
|
8
|
|
4.6
|
Treasurer
|
8
|
|
4.7
|
Chief
Operating Officer
|
9
|
|
4.8
|
Chief
Financial Officer
|
9
|
|
4.9
|
Subordinate
Officers and Agents
|
9
|
|
4.10
|
Compensation
|
9
|
|
ARTICLE
V.
|
CORPORATE
SEAL
|
9
|
|
ARTICLE
VI.
|
INDEMNIFICATION
|
10
|
|
6.1
|
Indemnification
|
10
|
|
6.2
|
Expenses
|
12
|
|
6.3
|
Right
of Claimant to Bring Suit.
|
12
|
|
6.4
|
Non-Exclusivity
of Rights
|
12
|
|
6.5
|
Insurance
|
12
|
|
6.6
|
Enforceability
|
12
|
|
6.7
|
Severability
|
13
|
|
6.8
|
Other
Indemnification.
|
13
|
|
ARTICLE
VII.
|
AMENDMENTS
|
13
|
|
7.1
|
By
Shareholders
|
13
|
|
7.2
|
By
Directors
|
13
|
|
ARTICLE
VIII.
|
MISCELLANEOUS
|
13
|
|
8.1
|
Waiver
of Notice of Meetings of Stockholders, Directors and
Committees
|
13
|
|
8.2
|
Interested
Directors; Quorum
|
14
|
|
8.3
|
Fixing
Date for Determination of Stockholders of Record.
|
14
|
|
8.4
|
List
of Stockholders Entitled to Vote
|
15
|
BYLAWS
OF
China
eMedia Holdings Corporation
(the
“Corporation”)
ARTICLE
I.
CAPITAL
STOCK
1.1 Classes of
Stock. The capital stock of the Corporation shall consist of
shares of such kinds and classes, with such designations and such relative
rights, preferences, qualifications, limitations and restrictions, including
voting rights, and for such consideration as shall be stated in or determined in
accordance with the Certificate of Incorporation and any amendment or amendments
thereof, or the Delaware General Corporation Law (the “DGCL”). Consistent with
the DGCL, capital stock of the Corporation owned by the Corporation may be
referred to and accounted for as treasury stock.
1.2 Certificates for
Shares. The shares of stock shall be represented by
certificates. All share certificates shall be consecutively numbered
as issued and shall be signed by the president or a vice president and the
corporate secretary or any assistant secretary of the Corporation. A
certificate representing shares of stock that are subject to restrictions on
transfer or to other restrictions may have a notation of such restriction
imprinted thereon.
1.3 Lost, Stolen or Destroyed
Stock Certificates; Issuance of New Certificates. The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or his or her legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
1.4 Transfer of
Shares. The shares of the capital stock of the Corporation
shall be transferred only on the books of the Corporation by the holder thereof,
or by his attorney-in-fact, upon the surrender and cancellation of the stock
certificate, whereupon a new certificate shall be issued to the
transferee. The transfer and assignment of such shares of stock shall
be subject to the laws of the State of Delaware. The Board of Directors shall
have the right to appoint and employ one or more stock registrars and/or
transfer agents in the State of Delaware or in any other state.
ARTICLE
II.
STOCKHOLDERS
2.1 Annual
Meetings. The regular annual meeting of the stockholders of
the Corporation shall be held on such date within a reasonable interval after
the close of the Corporation’s last fiscal year as may be designated from time
to time by the Board of Directors, for the election of the directors of the
Corporation, and for the transaction of such other business as is authorized or
required to be transacted by the stockholders.
1
2.2 Special
Meetings. Special meetings of the stockholders may be called
by the Board of Directors or upon the request to the president of the
Corporation by holders of not less than 10% of all of the outstanding shares of
the Corporation entitled to vote at a stockholders meeting.
2.3 Time and Place of
Meetings. All meetings of the stockholders shall be held at the principal
office of the Corporation or at such other place within or without the State of
Delaware and at such time as may be designated from time to time by the Board of
Directors.
2.4 Notice of
Meetings.
(a) Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice delivered either in person or by mail of the meeting shall be
given that shall state the date, time and place of the meeting and, in the case
of a special meeting, each purpose for which the meeting is
called. The written notice shall be given to each stockholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before the date of the meeting.
(b) No
business may be transacted at an Annual Meeting, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the Annual Meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the Annual Meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2.4 of this Article II and
on the record date for the determination of stockholders entitled to vote at
such Annual Meeting, and (ii) who complied with the notice procedures set forth
in this Section 2.4 of this Article II .
(c) In
addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the secretary of the
Corporation. To be timely, a stockholder’s notice to the secretary
must be delivered to or mailed and received at the principal executive offices
of the Corporation not less than ninety (90) days nor more than one hundred and
twenty (120) days prior to the anniversary date of the immediately preceding the
Annual Meeting; provided, however, that in the
event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed; and (b) in the case of a Special Meeting of
Stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the Special Meeting was mailed. In no event shall the
public announcement of an adjournment of an Annual Meeting or Special Meeting
for the purpose of electing directors commence a new time period for the giving
of a stockholder’s notice as described above.
2
(d) To
be in proper written form, a stockholder’s notice to the secretary must set
forth as to each matter such stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholders, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal, and (v) a
representation that such stockholder intends to appear in person or by proxy at
the Annual Meeting to bring such business before the meeting.
(e) If
the chairman of an Annual Meeting determines that business was not properly
brought before the Annual Meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.
2.5 Quorum Requirements for
Stockholder Meetings. A majority of the shares entitled to
vote present, in person or represented by proxy, shall constitute a quorum for
the transactions of business. A meeting may be adjourned despite the
absence of a quorum, and notice of an adjourned meeting need not be given if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken. When a quorum is present at any
meeting, a majority in interest of the stock there represented shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of this Corporation’s certificate of incorporation or bylaws,
or by the laws of the State of Delaware, a larger or different vote is required,
in which case such express provision shall govern the decision or such
question.
2.6 Voting and
Proxies. Every stockholder entitled to vote at a meeting may
do so either in person or by proxy appointment made by an instrument in writing
subscribed by such stockholder which proxy shall be filed with the secretary of
the meeting before being voted. Such proxy shall entitle the holders
thereof to vote at any adjournment of such meeting, but shall not be valid after
the final adjournment thereof. No proxy shall be valid after the
expiration of three (3) years from the date of its execution, unless the said
instrument expressly provides for a longer period.
2.7 Written Consent of
Stockholders. Any action required or permitted to be taken by
the holders of the issued and outstanding stock of the Corporation at an annual
or special meeting of stockholders duly called and held in accordance with law,
the Certificate of Incorporation of the Corporation and these bylaws, may in
lieu of such meeting, be taken by the consent in writing executed by
stockholders holding the number of shares necessary to approve such
action.
ARTICLE
III.
DIRECTORS
3.1 Number and Terms of
Office. The business of the Corporation shall be controlled
and managed in accordance with the DGCL by a Board of Directors. The
number of directors to be fixed from time to time by resolution adopted by a
majority of the Board of Directors then in office. Directors need not
be stockholders or residents of this State, but must be of legal
age. They shall be elected by a plurality of the votes cast at the
annual meetings of the stockholders or at a special meeting of the stockholders
called for that purpose. Each director shall hold office until the
expiration of the term for which he is elected, and thereafter until his
successor has been elected and qualified.
3
3.2 Nomination of
Directors.
(a) Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation, except as may be
otherwise provided in the Certificate of Incorporation, including the right of
holders of preferred stock of the Corporation to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for
election to the Board of Directors may be made at any Annual Meeting of
Stockholders, or at any Special Meeting of Stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof), or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 3.2 of this Article III and on the record
date for the determination of stockholders entitled to vote at such meeting and
(ii) who complies with the notice procedures set forth in this Section 3.2 of
this Article III.
(b) In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the secretary of the Corporation. To be timely, a
stockholder’s notice to the secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation (a) in the case
of an Annual Meeting, not less than ninety (90) days nor more than one hundred
and twenty (120) days prior to the anniversary date of the immediately preceding
Annual Meeting of Stockholders; provided, however, that in the
event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
Annual Meeting was mailed; and (b) in the case of a Special Meeting of
Stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the Special Meeting was mailed. In no event shall the
public announcement of an adjournment of an Annual Meeting or Special Meeting
commence a new time period for the giving of a stockholder’s notice as described
above.
(c) To
be in proper written form, a stockholder’s notice to the secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
4
(d) No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.2 of
this Article III, except as may be otherwise provided in the Certificate of
Incorporation of the Corporation. If the chairman of the meeting determines that
a nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
3.3 Employee
Directors. An employee director, other than the chief
executive officer, shall immediately resign from the Board of Directors at the
time of any reduction in responsibility or upon termination of employment for
whatever reason, unless the Board of Directors determines
otherwise. A director who was chief executive officer of the
Corporation and whose employment was terminated for whatever reason, other than
retirement, shall resign immediately from the Board of Directors upon such
termination, unless the Board of Directors determines otherwise.
3.4
Meetings. The
annual meeting of the Board of Directors shall be held immediately after the
adjournment of the Annual Meeting of the stockholders, at which time the: (i)
officers of the Corporation shall be elected, (ii) the membership of committees
of the Board of Directors shall be elected and (iii) the election of the
Chairman of the Board of Directors and any other Board positions. The Board may
also designate more frequent intervals for regular meetings. Special meetings
may be called at any time by the chairman of the Board, chief executive officer,
president, or any director. Members of the Board of Directors may participate in
a meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting in such manner shall
constitute presence in person at such a meeting.
3.5
Notice of Directors’
Meetings. The annual and all regular Board meetings may be held without
specific prior notice of the date, time, place or purpose of the meeting, as
long as such dates have been previously established. Special meetings shall be
held upon notice sent by any usual means of communication not less than
twenty-four (24) hours before the meeting noting the date, time and place of the
meeting. The notice need not describe the purposes of the special meeting.
Attendance by a director at a meeting or subsequent execution or approval by a
director of the minutes of a meeting shall constitute a waiver of any defects in
notice of such meeting.
5
3.6 Quorum and
Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be
adjourned despite the absence of a quorum, and notice of an adjourned meeting
need not be given if the time and place to which the meeting is adjourned are
fixed at the meeting at which the adjournment is taken, and if the period of
adjournment does not exceed thirty (30) days in any one
adjournment. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board, unless the
vote of a greater number is required by the Certificate of Incorporation, these
bylaws, or by the laws of the State of Delaware.
3.7 Committees of the Board of
Directors . The Board of Directors, by a resolution adopted by
a majority if its members, may designate an executive committee, an audit
committee, and other committees, and may delegate to such committee or
committees any and all such authority as it deems desirable.
3.8 Removal of
Directors. Any or all of the directors may be removed at any
time for “cause” by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class). Cause for purposes of these bylaws shall be: (i)
any fraudulent or dishonest act or activity by the director; or (ii) behavior
materially detrimental to the business of the Corporation.
3.9 Chairman of the
Board. The chairman of the Board shall be chosen from among
the directors and shall preside at all meetings of the Board of Directors and
stockholders. He shall confer from time to time with members of the Board and
the officers of the Corporation and shall perform such other duties as may be
assigned to him by the Board. Except where by law the signature of the president
is required, the chairman of the Board shall possess the same power as the
president to sign all certificates, contracts, and other instruments of the
Corporation which may be authorized by the Board of Directors. In
addition, the Board may designate the Chairman as an “Executive Chairman” and in
such instances, compensate such person as an officer of the
Corporation.
3.10 Time and Place of
Meetings. All meetings of the Board of Directors shall be held
at the principal office of the Corporation, or at such other place within or
without the State of Delaware and at such time as may be designated from time to
time by the Board of Directors.
3.11 Vacancies. Except
as otherwise provided in the Certificate of Incorporation or in the following
paragraph, vacancies occurring in the membership of the Board of Directors, from
whatever cause arising may be filled by vote of a majority of the remaining
directors, although less than a quorum is present, or such vacancies may be
filled by the shareholders.
3.12 Action by Written Consent of
Directors. Any action required or permitted to be taken by the
Board of Directors or 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 resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or of the committee shall be filed
with the minutes of the proceedings of the Board or committee, and such action
shall be as valid and effective as any action taken at a regular or special
meeting of the directors.
6
3.13 Dividends. The
Board of Directors may declare dividends from time to time upon the capital
stock of the Corporation in accordance with the DGCL.
3.14 Fiscal
Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE
IV.
OFFICERS
4.1 Election and Term of
Office. The officers of the Corporation shall be elected by
the Board of Directors at the regular annual meeting of the Board, unless the
Board shall otherwise determine, and may consist of a chief executive officer,
chief operating officer, president, one or more vice presidents (any one or more
of whom may be designated “corporate,” “executive,” “senior,” “group” or other
functionally described vice president), a corporate secretary, a chief financial
officer, a treasurer and one or more assistant secretaries and assistant
treasurers. Each officer shall continue in office until his successor
shall have been duly elected and qualified or until his or her earlier death,
resignation or removal. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors and the acceptance of such
resignation shall not be necessary to make it effective. Any officer
or agent may be removed by the Board of Directors at any time with or without
cause, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment shall not of
itself create contract rights. Vacancies occasioned by any cause in
any one or more of such offices may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting of the
Board.
4.2 Chief Executive
Officer. The Board may designate a chief executive officer,
who shall be the most senior officer of the Company, and report directly to the
Board of Directors. The chief executive officer shall have the full
authority to operate the Company on a day-to-day basis subject to the
supervision of the Board of Directors. All officers of the Company
shall be subject to the authority of the chief executive officer.
4.3 President. The
president and his duties shall be subject to the control of the Board of
Directors, except, if someone has been designated chief executive officer, in
such event, the president shall be subject to the control of the chief executive
officer. The president shall have the power to sign and execute all deeds,
mortgages, bonds, contracts and other instruments of the Corporation as
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly designated by the Board of Directors or by
these bylaws to some other officer, official or agent of the
Corporation. The president shall perform all duties incident to the
office of president and such other duties as are properly required of him by
these bylaws.
4.4 Vice
Presidents. The vice presidents shall possess the same power
as the president to sign all certificates, contracts and other instruments of
the Corporation which may be authorized by the Board of Directors, except where
by law the signature of the president is required. All vice
presidents shall perform such duties as may from time to time be assigned to
them by the Board of Directors, the chairman of the board, the chief executive
officer or the president, as applicable.
7
4.5 Corporate
Secretary. The corporate secretary of the Corporation
shall:
(a) Keep
the minutes of the meetings of the stockholders and the Board of Directors in
books provided for that purpose.
(b) See
that all notices are duly given in accordance with the provisions of these
bylaws and as required by law.
(c) Be
custodian of the records and of the seal of the Corporation and see that the
seal is affixed to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these bylaws.
(d) Keep
a register of the post office address of each stockholder, which shall be
furnished to the corporate secretary at his request by such stockholder, and
make all proper changes in such register, retaining and filing his authority for
all such entries.
(e) See
that the books, reports, statements, certificates and all other documents and
records required by law are properly kept, filed and authenticated.
(f) In
general, perform all duties incident to the office of corporate secretary and
such other duties as may from time to time be assigned to him by the Board of
Directors.
(g) In
case of absence or disability of the corporate secretary, the assistant
secretaries, in the order designated by the chief executive officer, shall
perform the duties of corporate secretary.
4.6 Treasurer. The
treasurer of the Corporation shall:
(a) Give
bond for the faithful discharge of his duties if required by the Board of
Directors.
(b) Have
the charge and custody of, and be responsible for, all funds and securities of
the Corporation, and deposit all such funds in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these bylaws.
(c) At
all reasonable times, exhibit his books of account and records, and cause to be
exhibited the books of account and records of any corporation a majority of
whose stock is owned by the Corporation, to any of the directors of the
Corporation upon application during business hours at the office of this
Corporation or such other corporation where such books and records are
kept.
(d) Render
a statement of the conditions of the finances of the Corporation at all regular
meetings of the Board of Directors, and a full financial report at the annual
meeting of the stockholders, if called upon so to do.
8
(e) Receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever.
(f) In
general, perform all of the duties incident to the office of treasurer and such
other duties as may from time to time be assigned to him by the Board of
Directors.
(g) In
case of absence or disability of the treasurer, the assistant treasurers, in the
order designated by the chief executive officer, shall perform the duties of
treasurer.
4.7 Chief Operating
Officer. The Board of Directors shall designate the authority
and duties of the chief operating officer at the time of appointment and such
authority and duties may change or limit the authority and duties of all other
officers, except for the chief executive officer.
4.8 Chief Financial
Officer. The Board of Directors shall designate the authority
and duties of the chief financial officer at the time of appointment and such
authority and duties may change or limit the authority and duties of all other
officers, except for the chief executive officer.
4.9 Subordinate Officers and
Agents. The Board of Directors may from time to time appoint
such other officers and agents as it may deem necessary or advisable, to hold
office for such period, have such authority and perform such duties as the Board
of Directors may from time to time determine. The Board of Directors
may delegate to any officer or agent the power to appoint any such subordinate
officers or agents and to prescribe their respective terms of office,
authorities and duties, except as such power may be otherwise defined or
restricted by the Board of Directors.
4.10 Compensation. The
compensation of the officers of the Corporation, including, without limitation,
salary, equity incentives, and bonuses, shall be fixed from time to time by the
Board of Directors, or a duly authorized committee thereof, pursuant to budgets
setting forth such salaries. No officer shall be prevented from
receiving such salary by reason of the fact that such person is also a director
of the Corporation.
ARTICLE
V.
CORPORATE
SEAL
The
corporate seal of the Corporation shall be a round, metal disc with the words
“China eMedia Holdings Corporation” around the outer margin thereof, and the
words “Incorporated June 9, 2009”, in the center thereof, so mounted that it may
be used to impress words in raised letters upon paper.
9
ARTICLE
VI.
INDEMNIFICATION
6.1 Indemnification.
(a) The
Corporation shall, to the fullest extent permitted by the provisions of Section
145 of the DGCL, indemnify each person who is or was a director, officer,
manager or employee of the Corporation, or of any other corporation,
partnership, joint venture, limited liability company, trust or other enterprise
which he is serving or served in any capacity at the request of the Corporation,
from and against any and all, liability and reasonable expense, as and when
incurred, that may be incurred by him in connection with or resulting from any
claim, actions, suit or proceeding (whether actual or threatened, brought by or
in the right of the Corporation or such other corporation, partnership, joint
venture, limited liability company, trust or other enterprise, or otherwise,
civil, criminal, administrative, investigative, or in connection with an appeal
relating thereto), in which he may become involved, as a party or otherwise, by
reason of his being or having been a director, officer, manager or employee of
the Corporation or of such other corporation, partnership, joint venture,
limited liability company, trust or other enterprise or by reason of any past or
future action taken or not taken in his capacity as such director, officer,
manager or employee, whether or not he continues to be such at the time such
liability or expense is incurred, to the fullest extent permitted by the DGCL as
the same now exists or may hereafter be amended (but in the case of any such
amendment only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than the DGCL permitted the Corporation
to provide prior to such amendment).
(b) Any
indemnification pursuant to this Article VI shall be (unless ordered by a court)
paid by the Corporation within sixty (60) days of such request, unless the
Corporation shall have determined by (a) the Board of Directors, acting by a
quorum consisting of directors who are not parties to or who have been wholly
successful with respect to such claim, action, suit or proceeding, (b) outside
legal counsel engaged by the Corporation (who may be regular counsel of the
Corporation) and who delivers to the Corporation its written opinion, or (c) a
court of competent jurisdiction, that indemnification is not proper under the
circumstances because such person has not met the necessary standard of conduct
in accordance with DGCL; provided, however, that
following a Change in Control of the Corporation, with respect to all matters
thereafter arising out of acts, omissions or events prior to the Change in
Control of the Corporation concerning the rights of any person seeking
indemnification hereunder, such determination shall be made by special
independent counsel selected by such person and approved by the Corporation
(which approval shall not be unreasonably withheld), which counsel has not
otherwise performed services (other than in connection with similar matters)
within the five years preceding its engagement to render such opinion for such
person or for the Corporation or any affiliates (as such term is defined in Rule
405 under the Securities Act of 1933, as amended) of the Corporation (whether or
not they were affiliates when services were so performed) (“Independent
Counsel”). Unless such person has theretofore selected Independent Counsel
pursuant to this Article VI, Section 6.1 and such Independent Counsel has been
approved by the Corporation, legal counsel approved by a resolution or
resolutions of the Board of Directors prior to a Change in Control of the
Corporation shall be deemed to have been approved by the Corporation as
required. Such Independent Counsel shall determine as promptly as practicable
whether and to what extent such person would be permitted to be indemnified
under applicable law and shall render its written opinion to the Corporation and
such person to such effect; provided that such independent counsel shall find
that the standard for indemnification has been met by such person unless
indemnification is clearly precluded under these bylaws or the DGCL. The
Corporation agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such Independent Counsel against any
and all expenses, claims, liabilities and damages arising out of or relating to
this Article VI or its engagement pursuant hereto.
10
(c) For
purposes of this Article VI, a “Change in Control of the Corporation” shall be
deemed to have occurred upon the first to occur of the following
events:
(i) any
“person,” as such term is used in Sections 13 (d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
Corporation, any trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or any subsidiary of the Corporation, or any
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 30 percent or more of the combined voting power of the
Corporation’s then outstanding securities;
(ii) at
any time during any period of two consecutive years, individuals, who at the
beginning of such period constitute the Board of Directors, and any new director
(other than a director designated by a person who has entered into an agreement
with the Corporation to effect a transaction described in subsection (i), (iii)
or (iv) of this Section 6.1(c)) whose election by the Board of Directors or
nomination for election by the Corporation’s stockholders was approved by a vote
of at least two-thirds (2/3) of the directors at the beginning of the period or
whose election or nomination for election was previously so approved cease for
any reason to constitute at least a majority thereof;
(iii) the
stockholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation, other than (1) a merger or consolidation
which would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50 percent of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction) in
which no person acquires 50 percent or more of the combined voting power of the
Corporation’s then outstanding securities; or
(iv) the
stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of
all or substantially all of the Corporation’s assets.
11
6.2 Expenses. Expenses,
including reasonable attorneys’ fees, incurred by a person referred to in
Section 6.1 of this Article VI in defending, investigating or otherwise being
involved in a proceeding shall be paid by the Corporation in advance of the
final disposition of such proceeding, including any appeal therefrom, upon
receipt of an undertaking (the “Undertaking”) by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation.
6.3 Right of Claimant to Bring
Suit. If a claim for indemnification is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation or if expenses pursuant to Section 6.3 hereof have not been
advanced within ten (10) days after a written request for such advancement
accompanied by the Undertaking has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim or the advancement of expenses. (If the
claimant is successful, in whole or in part, in such suit or any other suit to
enforce a right for expenses or indemnification against the Corporation or any
other party under any other agreement, such claimant shall also be entitled to
be paid the reasonable expense of prosecuting such claim.) It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required Undertaking has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it permissible
under the DGCL for the Corporation to indemnify the claimant for the amount
claimed. After a Change in Control, the burden of proving such defense shall be
on the Corporation, and any determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
claimant had not met the applicable standard of conduct required under the DGCL
shall not be a defense to the action nor create a presumption that claimant had
not met such applicable standard of conduct.
6.4 Non-Exclusivity of
Rights. The rights conferred on any person by this article
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, these bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. The Board of Directors shall have the authority, by
resolution, to provide for such other indemnification of directors, officers,
employees or agents as it shall deem appropriate.
6.5 Insurance. The
Corporation may purchase and maintain insurance to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
against any expenses, liabilities or losses, whether or not the Corporation
would have the power to indemnify such person against such expenses, liabilities
or losses under the DGCL.
6.6 Enforceability. The
provisions of this Article VI shall be applicable to all proceedings commenced
after its adoption, whether such arise out of events, acts, omissions or
circumstances which occurred or existed prior or subsequent to such adoption,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person. This Article VI shall be deemed to grant each person who, at
any time that this Article VI is in effect, serves or agrees to serve in any
capacity which entitles him to indemnification hereunder rights against the
Corporation to enforce the provisions of this Article VI, and any repeal or
other modification of this Article VI or any repeal or modification of the DGCL
or any other applicable law shall not limit any rights of indemnification then
existing or arising out of events, acts, omissions, circumstances occurring or
existing prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal or
modification to enforce this article with regard to acts, omissions, events or
circumstances occurring or existing prior to such repeal or
modification.
12
6.7 Severability. If
this Article VI or any portion hereof shall invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each director and officer of the Corporation as to costs, charges and
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement with respect to any proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated and to the full extent permitted
by applicable law.
6.8 Other
Indemnification. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, manager or employee of any other corporation, partnership,
joint venture, limited liability company, trust or other enterprise shall be
reduced by any amount such person may collect from such other corporation,
partnership, joint venture, limited liability company, trust or other enterprise
by way of indemnification or insurance.
ARTICLE
VII.
AMENDMENTS
7.1 By
Shareholders. These bylaws may be amended at any meeting of
shareholders by vote of the shareholders holding a majority of the outstanding
stock entitled to vote, present either in person or by proxy, provided notice of
the amendment is included in the notice or waiver of notice of such
meeting.
7.2 By
Directors. The Board of Directors may from time to time by the
vote of a majority of the directors then in office make, adopt, amend,
supplement or repeal bylaws (including bylaws adopted by the shareholders of the
Corporation), but the shareholders of the Corporation may from time to time
specify provisions of the bylaws that may not be amended or repealed by the
Board of Directors.
ARTICLE
VIII.
MISCELLANEOUS
8.1 Waiver of Notice of Meetings
of Stockholders, Directors and Committees. Any written waiver
of notice, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to
be transacted at nor the purpose of any meeting of the stockholders, directors,
or members of a committee of directors need be specified in any written waiver
of notice.
13
8.2 Interested Directors;
Quorum. No contract or transaction between the Corporation and
one (1) or more of its directors or officers, or between the Corporation and any
other Entity in which one (1) or more of its directors or officers, are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his, her or
their votes are counted for such purpose, if: (i) the material facts
as to his or her relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(ii) the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
8.3 Fixing Date for
Determination of Stockholders of Record. In order that the
Corporation may determine the stockholders entitled (i) to notice of or to vote
at any meeting of stockholders or any adjournment thereof, (ii) to express
consent to corporate action in writing without a meeting, (iii) to receive
payment of any dividend or other distribution or allotment of any rights, (iv)
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 a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (i) in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof, shall,
unless otherwise required by law, not be more than 60 nor less than 10 days
before the date of such meeting; (ii) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than 10 days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and
(iii) in the case of any other action, shall not be more than 60 days prior to
such other action. If no record date is fixed: (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (ii) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (iii) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of 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.
14
8.4 List of Stockholders
Entitled to Vote.
(a) The
Secretary shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. 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 10 days prior to the meeting, either at the
offices of the Corporation or a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, if not so
specified, at offices of the Corporation. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
(b) The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.
15
CERTIFICATION
I hereby
certify that these bylaws were adopted by the Board of Directors on June 9,
2009.
|
/s/ Kenneth Kwan
|
||
|
Name:
|
Kenneth
Kwan
|
|
|
Title:
|
Chief
Executive Officer, Corporate
Secretary
|
|
16