Attached files
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S-1 - Rainbow Coral Corp. | v197279_s1.htm |
EX-4.1 - Rainbow Coral Corp. | v197279_ex4-1.htm |
EX-3.1 - Rainbow Coral Corp. | v197279_ex3-1.htm |
EX-5.1 - Rainbow Coral Corp. | v197279_ex5-1.htm |
EX-23.1 - Rainbow Coral Corp. | v197279_ex23-1.htm |
EX-99.1 - Rainbow Coral Corp. | v197279_ex99-1.htm |
EX-14.1 - Rainbow Coral Corp. | v197279_ex14-1.htm |
BYLAWS
OF
RAINBOW
CORAL CORP.
1. OFFICES
1.1. Registered
Office
The
initial registered office of the Corporation shall be in Nokomis,
Florida.
1.2. Other
Offices
The
Corporation may also have offices at such other places, both within and without
the State of Florida as the Board of Directors may from time to time determine
or as may be necessary or useful in connection with the business of the
Corporation.
2. MEETINGS
OF STOCKHOLDERS
2.1. Place
of Meetings
All
meetings of the stockholders shall be held at such place as may be fixed from
time to time by the Board of Directors, the Chairperson or the
President. Notwithstanding the foregoing, the Board of Directors may
determine that the meeting shall not be held at any place, but may instead be
held by means of remote communication.
2.2. Annual
Meetings
Unless
directors are elected by written consent in lieu of an annual meeting, the
Corporation shall hold annual meetings of stockholders, commencing with the year
2010, on such date and at such time as shall be designated from time to time by
the Board of Directors, the Chairperson or the President, at which stockholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting. If a written consent electing
directors is less than unanimous, such action by written consent may be in lieu
of holding an annual meeting only if all of the directorships to which directors
could be elected at an annual meeting held at the effective time of such action
are vacant and are filled by such action.
2.3. Special
Meetings
Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Board of Directors, the Chairperson
or the President.
2.4. Notice
of Meetings
Notice of
any meeting of stockholders, stating the place, if any, date and hour of the
meeting, the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting, and
(if it is a special meeting) the purpose or purposes for which the meeting is
called, shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting (except to
the extent that such notice is waived or is not required as provided in the
Florida Business Corporation Act ("FBCA") or these Bylaws). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, the FBCA
2.5. Waivers
of Notice
Whenever
the giving of any notice is required by statute, the Certificate of
Incorporation or these Bylaws, a written waiver thereof signed by the person or
persons entitled to said notice, or a waiver thereof by electronic transmission
by the person entitled to said notice, delivered to the Corporation, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall
constitute a waiver of notice (1) of such meeting, except when the stockholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (2) (if it is a special meeting) of consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering
the matter at the beginning of the meeting.
2.6. Business
at Special Meetings
Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice (except to the extent that such notice is waived
or is not required as provided in the FBCA or these Bylaws).
2.7. List
of Stockholders
After the
record date for a meeting of stockholders has been fixed, at least ten days
before such meeting, the officer who has charge of the stock ledger of the
Corporation shall make a list of all stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder (but not the electronic mail address or other electronic contact
information, unless the Board of Directors so directs) 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 for a
period of at least ten days prior to the meeting: (1) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (2) during ordinary
business hours, at the principle place of business of the Corporation. If the
meeting is to be held at a place, then such list shall also, for the duration of
the meeting, be produced and kept open to the examination of any stockholder who
is present at the time and place of the meeting. If the meeting is to be held
solely by means of remote communication, then such list shall also be open to
the examination of any stockholder during the whole time of the meeting on
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.
2.8. Quorum
at Meetings
Stockholders
may take action on a matter at a meeting only if a quorum exists with respect to
that matter. Except as otherwise provided by statute or by the
Certificate of Incorporation, the holders of a majority of the shares entitled
to vote at the meeting, and who are present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by a class or series
or classes or series is required, a majority of the outstanding shares of such
class or series or classes or series, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. Once a share is represented for any purpose at a meeting
(other than solely to object (1) to holding the meeting or transacting business
at the meeting, or (2) (if it is a special meeting) to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice), it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for the adjourned meeting. The
holders of a majority of the voting shares represented at a meeting, whether or
not a quorum is present, may adjourn such meeting from time to
time.
2.9. Voting
and Proxies
Unless
otherwise provided in the FBCA or in the Corporation's Certificate of
Incorporation, and subject to the other provisions of these Bylaws, each
stockholder shall be entitled to one vote on each matter, in person or by proxy,
for each share of the Corporation's capital stock that has voting power and that
is held by such stockholder. No proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed appointment of proxy shall be irrevocable if the appointment form
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. If authorized by the
Board of Directors, and subject to such guidelines as the Board of Directors may
adopt, stockholders and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication, participate in a meeting of
stockholders and be deemed present in person and vote at such meeting whether
such meeting is held at a designated place or solely by means of remote
communication, provided that (1) the Corporation implements reasonable measures
to verify that each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder or proxy holder, (2) the
Corporation implements reasonable measures to provide such stockholders and
proxy holders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or
hear the proceedings of the meeting substantially concurrently with such
proceedings, and (3) if any stockholder or proxy holder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action is maintained by the Corporation.
2.10. Required
Vote
When a
quorum is present at any meeting of stockholders, all matters shall be
determined, adopted and approved by the affirmative vote (which need not be by
ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statutes or of the Certificate of Incorporation, a different vote is specified
and required, in which case such express provision shall govern and control with
respect to that vote on that matter. Where a separate vote by a class
or classes is required, the affirmative vote of the holders of a majority of the
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class. Notwithstanding
the foregoing, directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.
2.11. Action
Without a Meeting
Any
action required or permitted to be taken at a stockholders' meeting may be taken
without a meeting, without prior notice and without a vote, if the action is
taken by persons who would be entitled to vote at a meeting and who hold shares
having voting power equal to not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting at which all
shares entitled to vote were present and voted. The action must be
evidenced by one or more written consents describing the action taken, signed by
the stockholders entitled to take action without a meeting, and delivered to the
Corporation in the manner prescribed by the FBCA for inclusion in the minute
book. No consent shall be effective to take the corporate action
specified unless the number of consents required to take such action are
delivered to the Corporation within sixty days of the delivery of the
earliest-dated consent. A telegram, cablegram or other electronic
transmission consenting to such action and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Section 2.11, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the Corporation can determine (1) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder and (2)
the date on which such stockholder or proxyholder or authorized person or
persons transmitted such telegram, cablegram or electronic
transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or
other electronic transmission shall be deemed to have been delivered until such
consent is delivered to the Corporation in accordance with the
FBCA. Written notice of the action taken shall be given in
accordance with the FBCA to all stockholders who do not participate in taking
the action who would have been entitled to notice if such action had been taken
at a meeting having a record date on the date that written consents signed by a
sufficient number of holders to take the action were delivered to the
Corporation.
3.
DIRECTORS
3.1. Powers
The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation
set forth in the Certificate of Incorporation or as otherwise may be provided in
the FBCA.
3.2. Number
and Election
The
number of directors which shall constitute the whole board shall not be fewer
than one (1) nor more than five (5). The first board shall consist of
one director. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the Board of
Directors.
3.3. Nomination
of Directors
The Board
of Directors shall nominate candidates to stand for election as directors; and
other candidates also may be nominated by any Corporation stockholder, provided
that such other nomination(s) are submitted in writing to the Secretary of the
Corporation no later than 90 days prior to the meeting of stockholders at which
such directors are to be elected, together with the identity of the nominator
and the number of shares of the Corporation's stock owned, directly or
indirectly, by the nominator. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3.4 hereof,
and each director elected shall hold office until such director's successor is
elected and qualified or until the director's earlier death, resignation or
removal. Directors need not be stockholders.
3.4. Vacancies
Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders having the right to vote
as a single class may be filled by the affirmative vote of a majority of the
directors then in office, although fewer than a quorum, or by a sole remaining
director. Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by the affirmative vote of a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected. Each director so
chosen shall hold office until the next election of directors and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal. In the event that one or more
directors resign from the Board, effective at a future date, a majority of the
directors then in office who were elected by holders of the same class of stock
as the director(s) so resigning, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each director
so chosen shall hold office until the next election of directors, and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal.
3.5. Meetings
3.5.1. Regular
Meetings
Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as shall from time to time be determined by the Board of
Directors.
3.5.2. Special
Meetings
Special
meetings of the Board may be called by the Chairperson or President on one day's
notice to each director, either personally or by telephone, express delivery
service (so that the scheduled delivery date of the notice is at least one day
in advance of the meeting), telegram or facsimile transmission, and on five
days' notice by mail (effective upon deposit of such notice in the mail). The
notice need not describe the purpose of a special meeting.
3.5.3. Telephone
Meetings
Members
of the Board of Directors may participate in a meeting of the board by any
communication by means of which all participating directors can simultaneously
hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the
meeting.
3.5.4. Action
Without Meeting
Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if the action is taken by all members
of the Board. The action must be evidenced by one or more consents in
writing or by electronic transmission describing the action taken, signed by
each director, and delivered to the Corporation for inclusion in the minute
book.
3.5.5. Waiver
of Notice of Meeting
A
director may waive any notice required by statute, the Certificate of
Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing,
signed by the director entitled to the notice, or made by electronic
transmission by the director entitled to the notice, and delivered to the
Corporation for inclusion in the minute book. Notwithstanding the
foregoing, a director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.
3.6. Quorum
and Vote at Meetings
At all
meetings of the board, a quorum of the Board of Directors consists of at least
one (1) director, or a majority of the total number of directors prescribed
pursuant to Section 3.2 of these Bylaws if such number of directors is greater
than three (3). The vote of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these Bylaws.
3.7. Committees
of Directors
The Board
of Directors may designate one or more committees, each committee to consist of
one or more directors. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. If a member of a
committee shall be absent from any meeting, or disqualified from voting thereat,
the remaining member or members present and not disqualified from voting,
whether or not such member or members constitute a quorum, may, by unanimous
vote, appoint another member of the Board of Directors to act at the meeting in
the place of such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board of Directors, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the FBCA to be submitted to stockholders for approval or adopting,
amending or repealing any bylaw of the Corporation; and unless the resolution
designating the committee, these bylaws or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors, when required. Unless otherwise specified in the Board
resolution appointing the Committee, all provisions of the FBCA and these Bylaws
relating to meetings, action without meetings, notice (and
waiver thereof), and quorum and voting requirements of the Board of
Directors apply, as well, to such committees and their members.
3.8. Compensation
of Directors
The Board
of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefore.
4. OFFICERS
4.1. Positions
The
officers of the Corporation shall be a Chairperson, a President, a Secretary and
a Treasurer, and such other officers as the Board of Directors (or an officer
authorized by the Board of Directors) from time to time may appoint, including
one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers. Each such officer shall
exercise such powers and perform such duties as shall be set forth below and
such other powers and duties as from time to time may be specified by the Board
of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may be held
by the same person. As set forth below, each of the Chairperson,
President, and/or any Vice President may execute bonds, mortgages and other
contracts under the seal of the Corporation, if required, except where required
or permitted by law to be otherwise executed and except where the execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
4.2. Chairperson
The
Chairperson shall be the presiding officer of the Corporation, shall (when
present) preside at all meetings of the Board of Directors and
stockholders.
4.3. President
The
President shall be the chief executive officer of the Corporation and shall have
full responsibility and authority for general and active management and
supervision of the operations of the Corporation for ensuring that all order and
resolutions of the Board of Directors are carried into effect, and for
performing all other duties which are incidental to the office of
President. The President may execute bonds, mortgages and other
contracts, under the seal of the Corporation, if required, except where required
or permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
4.4. Vice
President
In the
absence of the President or in the event of the President's inability or refusal
to act, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform 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.
4.5. Secretary
The
Secretary shall have responsibility for preparation of minutes of meetings of
the Board of Directors and of the stockholders and for authenticating records of
the Corporation. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors. The Secretary or an Assistant Secretary may also attest
all instruments signed by any other officer of the Corporation.
4.6. Assistant
Secretary
The
Assistant Secretary, or if there be more than one, the Assistant Secretaries in
the order determined by the Board of Directors (or if there shall have been no
such determination, then in the order of their election), shall, in the absence
of the Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary.
4.7. Treasurer
The
Treasurer shall have responsibility for the custody of the corporate funds and
securities and shall see to it that full and accurate accounts of receipts and
disbursements are kept in books belonging to the Corporation. The
Treasurer shall render to the Chairperson, the President, and the Board of
Directors, upon request, an account of all financial transactions and of the
financial condition of the Corporation.
4.8. Assistant
Treasurer
The
Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the
Treasurer.
4.9. Term
of Office
The
officers of the Corporation shall hold office until their successors are chosen
and qualify or until their earlier resignation or removal. Any
officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors.
4.10. Compensation
The
compensation of officers of the Corporation shall be fixed by the Board of
Directors, or any committee established by the Board of Directors.
4.11. Fidelity
Bonds
The
Corporation may secure the fidelity of any or all of its officers or agents by
bond or otherwise.
5. CAPITAL
STOCK
5.1. Certificates
of Stock; Uncertificated Shares
The
shares of the Corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution that some or all of any or all
classes or series of the Corporation's stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by
a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairperson, President or any Vice President, and by the
Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the
Corporation. Any or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar whose
signature or facsimile signature appears on a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.
5.2. Lost
Certificates
The Board
of Directors, Chairperson, President or Secretary may direct a new certificate
of stock to be issued in place of any certificate theretofore issued by the
Corporation and alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming that the certificate of
stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the board or any such officer may, as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal representative, to
advertise the same in such manner as the board or such officer shall require
and/or to give the Corporation a bond or indemnity, in such sum or on such terms
and conditions as the board or such officer may direct, as indemnity against any
claim that may be made against the Corporation on account of the certificate
alleged to have been lost, stolen or destroyed or on account of the issuance of
such new certificate or uncertificated shares.
5.3. Record
Date
5.3.1. Actions
by Stockholders
In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, 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 shall not be more than sixty days nor less than ten days before the date of
such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be 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. 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, unless the Board of Directors fixes a new record date for the adjourned
meeting.
In order
that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, 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 shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board
of Directors, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the FBCA 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 the manner prescribed by the FBCA. If
no record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by the FBCA, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
5.3.2. Payments
In order
that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.
5.4. Stockholders
of Record
The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, to receive
notifications, to vote as such owner, and to exercise all the rights and powers
of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by the FBCA.
6. GENERAL
PROVISIONS
6.1. Inspection
of Books and Records
Any
stockholder, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the Corporation's records as
provided by the FBCA and to make copies or extracts there from. A
proper purpose shall mean a purpose reasonably related to such person's interest
as a stockholder. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of
business.
6.2. Dividends
The Board
of Directors may declare dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation and the laws of
the State of Florida.
6.3. Reserves
The
directors of the Corporation may set apart, out of the funds of the Corporation
available for dividends, a reserve or reserves for any proper purpose and may
abolish any such reserve.
6.4. Execution
of Instruments
All
checks, drafts or other orders for the payment of money, and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time
designate.
6.5. Fiscal
Year
The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
6.6. Seal
The
corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or otherwise reproduced.
* * * * *
The
foregoing Bylaws were adopted by the Board of Directors on August 13,
2010
Secretary | |||
/s/ Louis Foxwell | |||
Louis Foxwell |