Attached files
file | filename |
---|---|
8-K - InterCore, Inc. | v206937_8k.htm |
EX-3.2 - InterCore, Inc. | v206937_ex3-2.htm |
EX-3.3 - InterCore, Inc. | v206937_ex3-3.htm |
EX-10.17 - InterCore, Inc. | v206937_ex10-17.htm |
EX-10.18 - InterCore, Inc. | v206937_ex10-18.htm |
EX-10.19 - InterCore, Inc. | v206937_ex10-19.htm |
BYLAWS
OF
I-WEB
MEDIA, INC.
a
Delaware Corporation
BYLAWS
OF
I-WEB
MEDIA, INC.
a
Delaware Corporation
ARTICLE
I
|
||||
DIRECTORS;
MANAGEMENT
|
1
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|||
Section
1.
|
Powers,
Standard of Care
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1
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||
Section
2.
|
Number
and Qualification of the Board
|
1
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||
Section
3.
|
Election
and Term of Office of Directors
|
2
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||
Section
4.
|
Vacancies
|
2
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||
Section
5.
|
Removal
of Directors
|
2
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||
Section
6.
|
Place
of Meetings
|
3
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||
Section
7.
|
Annual
Meetings
|
3
|
||
Section
8.
|
Other
Regular Meetings
|
3
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||
Section
9.
|
Special
Meetings/Notices
|
3
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||
Section
10.
|
Waiver
of Notice
|
4
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||
Section
11.
|
Quorums
|
4
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||
Section
12.
|
Adjournment
|
4
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||
Section
13.
|
Notice
of Adjournment
|
5
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||
Section
14.
|
Sole
Director Provided by Articles of Incorporation or Bylaws
|
5
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||
Section
15.
|
Directors
Acting by Unanimous Written Consent
|
5
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||
Section
16.
|
Fees
and Compensation of Directors
|
5
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||
Section
17.
|
Committees
|
5
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||
Section
18.
|
Meetings
and Action of Committees
|
6
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||
Section
19.
|
Advisory
Directors
|
6
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||
ARTICLE
II
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||||
OFFICERS
|
6
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|||
Section
1.
|
Officers
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6
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||
Section
2.
|
Election
of Officers
|
6
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||
Section
3.
|
Subordinate
Officers, Etc.
|
6
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||
Section
4.
|
Removal
and Resignation of Officers
|
7
|
||
Section
5.
|
Vacancies
in Office
|
7
|
||
Section
6.
|
Chairman
of the Board
|
7
|
||
Section
7.
|
President
|
7
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||
Section
8.
|
Vice
Presidents
|
7
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||
Section
9.
|
Secretary
|
8
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||
Section
10.
|
Chief
Financial Officer
|
8
|
i
ARTICLE
III
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||||
MEETING
OF SHAREHOLDERS
|
9
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|||
Section
1.
|
Place
of Meetings
|
9
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||
Section
2.
|
Annual
Meeting
|
9
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||
Section
3.
|
Special
Meetings
|
9
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||
Section
4.
|
Notice
of Meetings; Reports
|
10
|
||
Section
5.
|
Quorum
|
10
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||
Section
6.
|
Adjourned
Meeting and Notice Thereof
|
11
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||
Section
7.
|
Waiver
of Notice or Consent by Absent Shareholders
|
11
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||
Section
8.
|
Shareholders
Acting Without a Meeting; Filling Vacancies
|
11
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||
Section
9.
|
Other
Actions Without a Meeting
|
12
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||
Section
10.
|
Voting
Rights; Cumulative Voting
|
12
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||
Section
11.
|
Proxies
|
13
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||
Section
12.
|
Chairman
and Secretary of Meeting
|
13
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||
Section
13.
|
Inspectors
of Election
|
13
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||
ARTICLE
IV
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CERTIFICATES
AND TRANSFERS OF SHARES
|
14
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Section
1.
|
Certificates
for Shares
|
14
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||
Section
2.
|
Transfer
on the Books
|
14
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||
Section
3.
|
Lost
or Destroyed Certificates
|
15
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||
Section
4.
|
Transfer
Agents and Registrars
|
15
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||
Section
5.
|
Record
Date; Closing Stock Transfer Books
|
15
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||
Section
6.
|
Close
Corporation Certificates
|
16
|
||
ARTICLE
V
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||||
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
|
16
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ARTICLE
VI
|
||||
CORPORATE
RECORDS AND REPORTS; INSPECTION
|
16
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|||
Section
1.
|
Records
|
16
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||
Section
2.
|
Maintenance
and Inspection of Share Register
|
17
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||
Section
3.
|
Maintenance
and Inspection of Bylaws
|
17
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||
Section
4.
|
Annual
Report to Shareholders
|
17
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||
Section
5.
|
Financial
Statements
|
17
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||
Section
6.
|
Annual
Statement of General Information
|
18
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||
ARTICLE
VII
|
||||
GENERAL
CORPORATE MATTERS
|
18
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Section
1.
|
Checks,
Drafts, and Evidences of Indebtedness
|
18
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||
Section
2.
|
|
Corporate
Contracts and Instruments, How Executed
|
|
18
|
ii
Section
3.
|
Representation
of Shares of Other Corporation
|
19
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||
Section
4.
|
Construction
and Definitions
|
19
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||
ARTICLE
VIII
|
||||
AMENDMENTS
TO BYLAWS
|
19
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|||
Section
1.
|
Amendment
by Shareholders
|
19
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||
Section
2.
|
Amendment
by Directors
|
19
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||
ARTICLE
IX
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||||
MISCELLANEOUS
|
19
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|||
Section
1.
|
References
to Code Sections
|
19
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||
Section
2.
|
Effect
of Shareholders Agreement
|
20
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||
Section
3.
|
Subsidiary
Corporation
|
20
|
||
Section
4.
|
Offices
|
20
|
iii
BYLAWS
OF
I-WEB
MEDIA, INC.
A
Delaware Corporation
ARTICLE
I
DIRECTORS;
MANAGEMENT
Section
1.
Powers, Standard of
Care
A. Powers: Subject
to the provisions of the General Corporation Law of Delaware (hereinafter the
“Act”), and subject to any limitation in the Articles of Incorporation and the
Bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of this corporation shall be
managed by and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
B. Standard of Care;
Liability.
i. Each
Director shall exercise such powers and otherwise perform such duties in good
faith, in the manner such Director believes to be in the best interests of the
corporation and its shareholders, and with such care including reasonable
inquiry, using ordinary prudence, as a person in a like position would use under
similar circumstances.
ii. In
performing the duties of a Director, a Director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, in which case prepared or presented by:
(a) One
or more officers or employees of the corporation whom the Director believes to
be reliable and competent in the matters presented,
(b) Counsel,
independent accountants, or other persons as to matters which the Director
believes to be within such person’s professional or expert competence,
or
(c) A
committee of the Board upon which the Director does not serve, as to matters
within its designated authority, which committee the Director believes to merit
confidence, so long as in any such case, the Director acts in good faith, after
reasonable inquiry when the need therefore is indicated by the circumstances and
without knowledge that would cause such reliance to be unwarranted.
Section
2.
Number and
Qualification of the Board.
The
authorized number of Directors of the corporation shall be no less than one (1)
nor more than seven (7). This number may be changed by amendment to
the Articles of Incorporation or by amendment to this Section 2 of Article I of
these Bylaws, adopted by the vote or written consent of the shareholders
entitled to exercise majority voting power, as provided in the
Act.
1
Section
3.
Election and Term of
Office of Directors.
Directors
shall be elected at each annual meeting of the Shareholders to hold office until
the next annual meeting. Each Director, including a Director elected
to fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.
Section
4.
Vacancies.
A. Vacancies
in the Board of Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, except
that a vacancy created by the removal of a Director by the vote or written
consent of the Shareholders, or by court order, may be filled only by the vote
of the majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of
the majority of the outstanding shares entitled to vote. Each
Director so elected shall hold office until the next annual meeting of the
Shareholders and until a successor has been elected and qualified.
B. A
vacancy or vacancies on the Board of Directors shall be deemed to exist in the
event of the death, resignation, or removal of any Director, or if the
Shareholders fail, at any meeting of the Shareholders at which any Directors are
elected, to elect the full number of authorized Directors.
C.
The Shareholders may elect a Director or Directors to fill any vacancy or
vacancies not filled by the Directors, but any such election by written consent
shall require a consent of a majority of the outstanding shares entitled to
vote.
D. Any
Director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for that resignation to become
effective. If the resignation of a Director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.
E.
No reduction of the authorized number
of Directors shall have the effect of removing any Director before that
Director’s term of office expires.
Section
5.
Removal of
Directors.
A. The
entire Board of Directors or any individual Director named may be removed from
office as provided by Section 141 of the Delaware Corporations
Code. In such a case, the remaining Board Members may elect a
successor Director to fill such vacancy for the remaining unexpired term of the
Director so removed.
2
B.
No Director may be removed (unless the entire Board is
removed) when the votes cast against removal or not consenting in writing to
such removal would be sufficient to elect such Director if voted cumulatively at
an election at which the same total number of votes were cast (or, if such
action is taken by written consent, all shares entitled to vote were voted) and
the entire number of Directors authorized at the time of the Directors most
recent election were then being elected; and when by the provisions of Articles
the holders of the shares of any class or series voting as a class or series are
entitled to elect one or more Directors, any Director so elected may be removed
only by the applicable vote of the holders of the shares of that class or
series.
Section
6.
Place of
Meetings
Regular
meetings of the Board of Directors shall be held at any place within or without
the State of Delaware that has been designated from time to time by resolution
of the Board. In the absence of such resolution, regular meetings
shall be held at the principal executive office of the
corporation. Special meetings of the Board shall be held at any place
within or without the State of Delaware that has been designated in the notice
of the meeting, or, if not stated in the notice or there is no notice, at the
principal executive office of the corporation. Any meeting, regular
or special, may be held by conference telephone or similar communication
equipment, so long as all Directors participating in such meeting can hear one
another, and all such Directors shall be deemed to have been present in person
at such meeting.
Section
7.
Annual
Meetings.
Immediately
following each annual meeting of Shareholders, the Board of Directors shall hold
a regular meeting for the purpose of organization, the election of officers, and
the transaction of other business. Notice of this meeting shall not
be required. Minutes of any meeting of the Board, or any committee
thereof, shall be maintained as required by Section 142 of the Delaware
Corporations Code by the Secretary or other officer designated for that
purpose.
Section
8. Other Regular
Meetings.
A. Other
regular meetings of the Board of Directors shall be held without call at such
time as shall from time to time be fixed by the Board of
Directors. Such regular meetings may be held without notice, provided
the time and place of such meetings has been fixed by the Board of Directors,
and further provided the notice of any change in the time of such meeting shall
be given to all the Directors. Notice of a change in the
determination of the time shall be given to each Director in the same manner as
notice for special meetings of the Board of Directors.
B.
If said day falls upon a holiday, such meetings
shall be held on the next succeeding day thereafter.
Section
9. Special
Meetings/Notices.
A. Special
meetings of the Board of Directors for any purpose or purposes may be called at
any time by the Chairman of the Board or the President or any Vice President or
the Secretary or any two (2) Directors.
3
B.
Notice of the time and place for special meetings shall be delivered personally
or by telephone or by facsimile to each Director or sent by first class mail,
charges prepaid, addressed to each Director at his or her address as it is shown
in the records of the Corporation, or by e-mail for those Directors that have
consented to receive notice by e-mail. In case such notice is mailed,
it shall be deposited in the United States mail at least four (4) days prior to
the time of holding the meeting. In case such notice is delivered
personally, or by telephone or facsimile, it shall be delivered personally or by
telephone or facsimile at least forty-eight (48) hours prior to the time of the
holding of the meeting. Any oral notice given personally or by
telephone may be communicated to either the Director or to a person at the
office of the Director who the person giving the notice has reason to believe
will promptly be communicated to the Director. The notice need not
specify the purpose of the meeting, nor the place, if the meeting is to be held
at the principal executive office of the Corporation.
Section
10. Waiver of
Notice.
A. The
transactions of any meeting of the Board of Directors, however called, noticed,
or wherever held, shall be as valid as though had at a meeting duly held after
the regular call and notice if a quorum be present and if, either before or
after the meeting, each of the Directors not present signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes
thereof. Waiver of notices or consents need not specify the purpose
of the meeting. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the
meeting.
B.
Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.
Section
11. Quorums.
A
majority of the authorized number of Directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 12 of this
Article I. In no event, however, shall a quorum be reached with less
than one-third (1/3) of the authorized number of Directors, nor less than two
(2), whichever is greater, unless the authorized number of Directors is one (1),
in which case one Director constitutes a quorum. Every act or
decision done or made by a majority of the Directors present at a meeting duly
held at which a quorum was present shall be regarded as the act of the Board of
Directors, subject to the provisions of Delaware Corporations Code Sections 141,
144, and other relevant sections of the Act. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Directors, if any action taken is approved by at least a
majority of the required quorum for that meeting.
Section
12. Adjournment.
A
majority of the Directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
4
Section
13. Notice of
Adjournment.
Notice of
the time and place of the holding of an adjourned meeting need not be given,
unless the meeting is adjourned for more than twenty-four (24) hours, in which
case notice of such time and place shall be given prior to the time of the
adjourned meeting to the Directors who were not present at the time of the
adjournment.
Section
14. Sole Director Provided by
Articles of Incorporation or Bylaws.
In the
event only one Director is required by the Bylaws or Articles of Incorporation,
then any references herein to notices, waivers, consents, meetings, or other
actions by the majority or quorum of Directors shall be deemed or referred as
such notice, waiver, etc., by such sole Director, who shall have all the rights
and duties and shall be entitled to exercise all the powers and shall assume all
the responsibilities otherwise herein described given to a Board of
Directors.
Section
15. Directors Acting by
Unanimous Written Consent.
Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting with the same force and effect as if taken by unanimous vote
of Directors, if authorized by a writing signed individually or collectively by
all members of the Board. Such consent shall be filed with the
regular minutes of the Board.
Section
16. Fees and Compensation of
Directors.
Directors
and members of a Director’s committee may receive such compensation, if any, for
their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the Board of Directors. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity as an officer, employee, or otherwise, and
receiving compensation for such services.
Section
17. Committees.
Committees
of the Board may be appointed by resolution passed by a majority of the whole
Board. Committees shall be composed of two (2) or more members of the
Board and shall have such powers of the Board as may be expressly delegated to
them by resolution of the Board of Directors. The Board may designate
one (1) or more Directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. Committees shall
have such powers of the Board of Directors as may be expressly delegated to it
by resolution of the Board of Directors except those powers expressly made
nondelegable by Delaware Corporations Code Section 141.
5
Section
18. Meetings and Action of
Committees.
Meetings
and action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article I, Section 6, 8, 9, 10, 11, 12, 13 and 15, with
such changes in the context of those Sections as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and special
meetings of committees may also be called by resolutions of the Board of
Directors and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the governance
of any committee not inconsistent with the provisions of these
Bylaws.
Section
19. Advisory
Directors.
The Board
of Directors from time to time may elect one (1) or more persons to be advisory
Directors, who shall not by such appointment be members of the Board of
Directors. Advisory Directors shall be available from time to time to
perform special assignments specified by the President, to attend meetings of
the Board of Directors upon invitation, and to furnish consultation to the
Board. The period during which the title shall be held may be
prescribed by the Board of Directors. If no period is prescribed,
title shall be held at the pleasure of the Board.
ARTICLE
II
OFFICERS
Section
1.
Officers.
The
principal officers of the corporation shall be a Chief Executive
Officer/President or both, a Secretary, and a Chief Financial Officer who may
also be called Treasurer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, and such other officers as may be
appointed in accordance with the provision of Section 3 of this
Article. Any number of offices may be held by the same
person.
Section
2.
Election of
Officers.
The
principal officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 3 or Section 5 of this Article,
shall be chosen by the Board of Directors, and each shall serve at the pleasure
of the Board of Directors, subject to the rights, if any, of an officer under
any contract of employment.
Section
3.
Subordinate Officers,
Etc.
The Board
of Directors may appoint such officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in the Bylaws or as the Board of
Directors may from time to time determine.
6
Section
4. Removal and Resignation of
Officers.
A. Subject
to the rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by a majority of the
Directors at that time in office, at any regular or special meeting of the
Board, or, excepting the case of an officer chosen by the Board of Directors, by
any officer upon whom such power of removal may be conferred by the Board of
Directors.
B. Any
officer may resign at any time by giving written notice to the Board of
Directors. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the Corporation under any contract
to which the officer is a party.
Section
5. Vacancies in
Office.
A vacancy
in any office because of death, resignation, removal, disqualification, or any
other cause shall be filled in the manner prescribed in these Bylaws for the
regular appointments to such office.
Section
6.
Chairman of the
Board.
The
Chairman of the Board, if such an officer be elected, shall, if present, preside
at all meetings of the Board of Directors and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board of
Directors or prescribed by the Bylaws. If there is no President, the
Chairman of the Board shall in addition be the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in Section 7 of this
Article.
Section
7.
President.
Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, if there be such an officer, the President shall be
the Chief Executive Officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and the officers of the corporation. He or she shall
preside at all the meetings of the Shareholders and, in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. He or she shall have the general powers and duties of
management usually vested in the office of the President of a corporation, shall
be ex officio a member of all standing committees, including the executive
committee, if any, and shall have such other powers and duties as may be
described by the Board of Directors or the Bylaws.
Section
8. Vice
Presidents.
In the
absence or disability of the President, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, shall perform all the duties of
the President, and so acting shall have all the powers of, and be subject to the
restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws, the
Chief Executive Officer/President, or the Chairman of the
Board.
7
Section
9.
Secretary.
A. The
Secretary shall keep or cause to be kept at the principal executive office or
such other place as the Board of Directors may order, a book of minutes of all
meetings of Directors, Committees of Directors, and Shareholders, with the time
and place of holding, whether regular or special, how authorized, the notice
thereof given, the names of those present at Directors and Committee meetings,
the number of shares present or represented at Shareholders meetings, and the
proceedings thereof.
B.
The Secretary shall keep or cause to be kept at
the principal office or at the office of the corporation’s transfer agent, a
share register, or duplicate share register, showing the names of the
shareholders and their addresses; the number of classes of shares held by each;
the number and date of certificates issued for the same; and the number and date
of cancellation of every certificate surrendered for cancellation.
C.
The Secretary shall give or cause to be given
notice of all meetings of the Shareholders and of the Board of Directors
required by the Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the
Bylaws.
Section
10. Chief Financial Officer or
Treasurer.
A. The
Chief Financial Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be
open to inspection by any Director.
B. The
Chief Financial Officer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositories as may be designated
by the Board of Directors. He or she shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.
C. The
Chief Financial Officer and the Chief Executive Officer/President shall be
vested with the right to open and close bank and/or brokerage accounts on behalf
of the corporation and to be signatories on any such accounts.
8
ARTICLE
III
MEETINGS
OF SHAREHOLDERS
Section
1.
Place of
Meetings.
Meetings
of Shareholders shall be held at any place within or outside the State of
Delaware designated by the Board of Directors. In the absence of any
such designation, Shareholders’ meetings shall be held at the principal
executive office of the corporation.
Section
2. Annual
Meeting.
The
annual meeting or the Shareholders shall be held on or around the following date
and at the following time:
Date
of Meeting:
|
May
15
|
Time
of Meeting:
|
10:00
a.m.
|
If this
day be a legal holiday, then the meeting shall be held on the next succeeding
business day, at the same time. At the annual meeting, the
Shareholders shall elect a Board of Directors, receive a report from the
Officers of the Company regarding the affairs of the corporation, and transact
such other business as may properly be brought before the meeting. If
the above date is inconvenient, the annual meeting of Shareholders shall be held
each year on a date and at a time designated by the Board of Directors within
sixty (60) days of the above date upon proper notice to all
shareholders.
Section
3.
Special
Meetings.
A. A
special meeting of the Shareholders, for any purpose or purposes whatsoever, may
be called at any time by the Board of Directors, or by the Chairman of the Board
of Directors, or by the President, or by one or more Shareholders holding shares
in the aggregate entitled to cast not less than 10% of the votes at any such
meeting. Except as provided in paragraph B below of this Section 3,
notice shall be given as for the annual meeting.
B.
If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President or the Secretary of the corporation. The officer
receiving such request shall forthwith cause notice to be given to the
Shareholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than thirty-five (35) nor more
than sixty (60) days after the receipt of the request. If the notice
is not given within (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice in the manner provided in
these Bylaws or as provided in the Act. Nothing contained in this
paragraph of this Section shall be construed as limiting, fixing, or affecting
the time when the meeting of Shareholders called by action of the Board of
Directors may be held.
9
Section
4. Notice of Meetings;
Reports.
A. Notice
of meetings, annual or special, shall be given in writing not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to Shareholders
entitled to vote thereat by the Secretary or the Assistant Secretary, or if
there be no such officer, or in the case of his or her neglect or refusal, by
any Director or Shareholder.
B. Such
notices or any reports shall be given personally or by mail, or other means of
communication as provided in Delaware Corporations Code Section 222, and shall
be sent to the Shareholder’s address appearing on the books of the corporation,
or supplied by him or her to the corporation for the purposes of notice, and in
absence thereof by posting notice at a place where the principal executive
office of the corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office is located.
C. Notice
of any meeting of Shareholders shall specify the place, date, and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (ii) in
the case of an annual meeting, those matters which the Board of Directors, at
the date of the mailing of notice, intends to present for action by the
Shareholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented by the management for election.
D. Notice
shall be deemed given at the time it is delivered personally or deposited in the
mail or sent by other means of written communication. The officer
giving such notice or report shall prepare and file in the minute book of the
Corporation an affidavit or declaration thereof.
E. If
action is proposed to be taken at any meeting for approval of (i) contracts or
transactions in which a Director has a direct or indirect financial interest
pursuant to Delaware Corporation Code Section 144, (ii) an amendment to the
Articles of Incorporation pursuant to Sections 241 or 242 of such Code, (iii) a
reorganization of the corporation pursuant to the Act, (iv) dissolution of
the corporation pursuant to the Act, or (v) a distribution to preferred
Shareholders pursuant to the Act, the notice shall also state the general nature
of such proposal.
Section
5. Quorum.
The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of Shareholders shall constitute a quorum for
the transaction of business. The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough Shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least majority of the shares required to constitute a
quorum.
10
Section
6. Adjourned Meeting and Notice
Thereof.
A. Any
Shareholders’ meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence of
a quorum, no other business may be transacted at such meeting.
B. When
any meeting of Shareholders, either annual or special, is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken,
unless a new record date for the adjournment meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the Board of Directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each
Shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Section 4 of this Article. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.
Section
7. Waiver of Notice or Consent
by Absent Shareholders.
A. The
transactions at any meeting of Shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or any approval of the minutes
thereof.
B. The
waiver of notice or consent need not specify either the business to be
transacted or the purpose of any regular or special meeting of Shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in Section 4.E of this Article, the waiver of notice or
consent shall state the general nature of such proposal. All such
waivers, consents, or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
C. Attendance
of a person at a meeting shall also constitute a waiver of notice of such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice if such
objection is expressly made at the meeting.
Section
8. Shareholders Acting Without
a Meeting; Filling Vacancies on Board.
Any
action which may be taken at a meeting of the Shareholders may be taken without
a meeting or notice of meeting if authorized by a writing signed by all of the
Shareholders entitled to vote at a meeting for such purpose and filed with the
Secretary of the corporation; provided further, that while ordinarily Directors
can only be elected by unanimous written consent under Delaware Corporations
Code Section 228, as to vacancy created by death, resignation, or other causes,
if the Directors fail to fill a vacancy, then a Director to fill that
vacancy may be elected by the written consent of persons holding a
majority of shares entitled to vote for the election of
Directors.
11
Section
9. Other Actions Without a
Meeting.
A. Unless
otherwise provided in the General Corporation Law, any action which may also be
taken at any annual or special meeting of Shareholders may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.
B. Unless
the consents of all Shareholders entitled to vote have been solicited in
writing,
(i) Notice
of any Shareholder approval without a meeting by less than unanimous written
consent shall be given at least ten (10) days before the consummation of the
action authorized by such approval; and
(ii) Prompt
notice shall be given of the taking of any other corporate action approved by
Shareholders without a meeting by less than unanimous written consent, to each
of those Shareholders entitled to vote who have not consented in
writing.
C. Any
Shareholder giving a written consent, or the Shareholders, proxyholders, or a
transferee of the shares or a personal representative of the Shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the corporation, but may not do so thereafter. Such revocation is
effective upon its receipt by the Secretary.
Section
10. Voting Rights; Cumulative
Voting.
A. Only
persons in whose names shares entitled to vote stand on the stock records of the
corporation on the day fixed by the Board of Directors for the determination of
the Shareholders of record shall be entitled to vote at any Shareholders’
meeting.
B. Provided
the candidate’s name has been placed in nomination prior to the voting and one
or more Shareholders have given notice at the meeting prior to voting of the
Shareholders intent to accumulate the Shareholders votes, every Shareholder
entitled to vote at any election for Director may cumulate his or her votes and
give one candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which his or her shares are
entitled, or distribute his or her votes on the same principle among as many
candidates as he or she thinks fit.
C. The
candidate receiving the highest number of votes up to the number of Directors to
be elected are elected.
12
D. The
Board of Directors may fix a time as a record date for the determination of the
Shareholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any allotment, rights, or
entitled to exercise the rights in respect to any such change, conversion, or
exchange of shares. In such case only Shareholders of record on the
date so fixed shall be entitled to notice of and to vote at such meeting, or to
receive such dividends, distribution, or allotment of rights or to exercise such
rights, as the case may be, notwithstanding a transfer of any share on the books
of the company after any record date fixed as aforesaid.
Section
11. Proxies.
A. Every
Shareholder entitled to vote for Directors or on any other matter shall have the
right to do so either in person or by one or more agents authorized by proxy
validly executed by the Shareholder. A proxy may be executed by
written authorization signed, or by electronic transmission authorized, by the
Shareholder or the Shareholder’s attorney in fact, giving the proxyholder(s) the
power to vote the Shareholder’s shares. A proxy shall be deemed
signed if the Shareholder’s name or other authorization is placed on the proxy
(whether by manual signature, typewriting, or electronic transmission or
otherwise) by the Shareholder or the Shareholder’s attorney in
fact. A proxy may also be transmitted orally by telephone if
submitted with information from which it may be determined that the proxy was
authorized by the Shareholder or the Shareholder’s attorney in
fact.
B. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless revoked by the person executing it,
prior to the vote pursuant thereto, by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by, or
attendance at the meeting and voting in person by, the person executing the
proxy; provided, however, that no such proxy shall be valid after the expiration
of eleven (11) months from the date of such proxy, unless otherwise provided in
the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of Delaware Corporations
Code Section 212.
Section
12. Chairman and Secretary of
Meeting.
The
President, or in the absence of the President, any Officer, shall call the
meeting of the Shareholders to order, and shall act as Chairman of the
meeting. In the absence of the President and all the Vice Presidents,
Shareholders shall appoint a Chairman at such meeting. The Secretary
of the Corporation shall act as Secretary of all meetings of the Shareholders,
but in the absence of the Secretary at any meeting of the Shareholders, the
presiding officer shall appoint any person to act as such Secretary of the
meeting.
Section
13. Inspectors of
Election.
A. Before
any meeting of Shareholders, the Board of Directors may appoint any person other
than nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are appointed, the Chairman
of the meeting may, and on the request of any Shareholder or his or her proxy
shall, appoint inspectors of election at the meeting. The number of
inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more Shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment by the Board
of Directors before the meeting, or by the Chairman at the
meeting.
13
B. The
duties of these inspectors shall be as follows:
(i) Determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies;
(ii) Receive
votes, ballots, or consents;
(iii) Hear
and determine all challenges and questions in any way arising in connection with
the right to vote;
(iv) Count
and tabulate all votes or consents;
(v) Determine
the election result; and
(vi) Do
any other acts that may be proper to conduct the election or vote with fairness
to all Shareholders.
ARTICLE
IV
CERTIFICATES
AND TRANSFERS OF SHARES
Section
1. Certificates for
Shares.
A. Certificates
for shares shall be of such form and device as the Board of Directors may
designate and shall state the name of the record holder of the shares
represented thereby; its number and date of issuance; the number of shares for
which it is issued; a statement of the rights, privileges, preferences, and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; and if the
shares be assessable, or if assessments are collectible by personal action, a
plain statement of such facts.
B. Every
certificate for shares must be signed by the Chief Executive Officer/President
or any other designated Officer and a Secretary or an Assistant Secretary, and
must be authenticated by the signature of the President and Secretary or an
Assistant Secretary. No certificate or certificates for shares are to
be issued until such shares are fully paid, unless the Board authorizes the
issuance of certificates or shares as partly paid, provided that such
certificates shall state the amount of consideration to be paid therefore and
amount paid thereon.
Section
2. Transfer on the
Books.
Upon
surrender to the Secretary or transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction on its books.
14
Section
3. Lost or Destroyed
Certificates.
Any
person claiming a certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of that fact and shall, if the Directors so require,
give the corporation a bond of indemnity, in the form and with one or more
sureties satisfactory to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may be issued in
the same manner and for the same number of shares as the one alleged to be lost
or destroyed.
Section
4. Transfer Agents and
Registrars.
The Board
of Directors may appoint one or more transfer agents or transfer clerks and one
or more registrars, which shall be an incorporated bank or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and Directors may
designate.
Section
5. Record Date; Closing Stock
Transfer Books.
A. In
order that the corporation may determine the Shareholders entitled to notice of
any meeting or to vote or entitled to receive payment or any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any lawful action, the Board may fix in advance a record date, which
shall not be more than sixty (60) nor less than ten (10) days prior to the date
of such meeting nor more than sixty (60) days prior to any other
action. If no record date is fixed:
(i) The
record date for determining Shareholders entitled to notice of or to vote at a
meeting of Shareholders shall be at the close of the business on the business
day immediately preceding the day on which notice is given or, if notice is
waived, at close of business on the business day next preceding the day on which
the meeting is held.
(ii) The
record date for determining Shareholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the Board is
necessary, shall be the day on which the first written consent is
given.
(iii) The
record date for determining Shareholders for any other purpose shall be the
close of business on the day on which the Board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
whichever is later.
B. The
Board of Directors may close the books of the company against transfers of
shares during the whole or any part of such period.
15
Section
6. Close Corporation
Certificates.
All
certificates representing shares of this corporation, in the event it shall
elect to become a close corporation, shall contain a legend in accordance with
Delaware Corporations Code Section 202.
ARTICLE
V
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
The
corporation may at its option, to the maximum extent permitted by the Delaware
General Corporation Law and by the Articles of Incorporation, indemnify each of
its agents against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an agent of the
corporation. For the purposes of this Section, an “agent” of the
corporation includes a person who is or was a Director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or was a Director, officer, employee, or agent of a corporation
which was a predecessor corporation of the corporation or of any other
enterprise at the request of such predecessor corporation.
ARTICLE
VI
CORPORATE
RECORDS AND REPORTS; INSPECTION
Section
1. Records.
The
corporation shall maintain, in accordance with generally accepted accounting
principles, adequate and correct accounts, books, and records of its business
and properties. If the corporation has fewer than one hundred (100)
Shareholders, the financial statements need not be prepared according to
generally accepted accounting principles so long as the financial statements
reasonably set forth the assets and liabilities, and income and expenses, of the
corporation, and disclose the accounting bases used. All of such
books, records, and accounts shall be kept at the corporation’s principal
executive office in the State of Delaware, as fixed by the Board of Directors,
from time to time, or shall be kept at such place or such places as designated
by the Board of Directors. The minutes shall be kept in written form
and accounting books and records shall be kept in either written form or in any
other form capable of being converted into written form. Such minutes
and accounting books and records shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related to
such holder’s interest as a Shareholder or as the holder of a voting trust
certificate. Such inspection may be made in person or by an agent or
attorney, and shall include the right to copy and make extracts. The
foregoing rights of inspection shall extend to the records of each subsidiary
corporation.
16
Section
2. Maintenance and Inspection
of Share Register.
The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its Shareholders and the
number and class of shares held by each Shareholder. A Shareholder or
Shareholders of the corporation holding at least five percent (5%) in the
aggregate of outstanding voting shares of the corporation may (i) inspect and
copy the records of Shareholders names and addresses and share holdings during
usual business hour upon five (5) days prior written demand upon the
corporation, and/or (ii) obtain from the transfer agent at such transfer agent’s
usual charges for such a list, a list of the Shareholders names and addresses
who are entitled to vote for the election of Directors, and their share
holdings, as of the most recent record date for which such list has been
compiled or as of a date specified by the Shareholders subsequent to the day of
demand. Such list shall be made available by the transfer agent on or
before the later of five (5) days after the demand is received or the date
specified therein as the date as of which the list is to be
compiled. The record of Shareholders shall also be open to inspection
upon the written demand of any Shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to such holder’s interest as a Shareholder or as a holder of a voting
trust certificate. Any inspection and copying under this Section may
be made in person or by an agent or attorney of such Shareholder or holder of a
voting trust certificate making such demand.
Section
3. Maintenance and Inspection
of Bylaws.
The
corporation shall keep at its principal executive office, or if its principal
executive office is not in the State of Delaware, at its principal business
office in the State of Delaware, the original or a copy of the Bylaws amended to
date, which shall be open to inspection by the Shareholders at all reasonable
times during office hours. If the principal executive office of the
corporation is outside the State of Delaware and the corporation has no
principal business office in the State of Delaware, the Secretary shall, upon
written request of any Shareholder, furnish to such Shareholder a copy of the
Bylaws as amended to date.
Section
4. Annual Report to
Shareholders.
Provided
this corporation has less than one hundred (100) Shareholders, the Annual Report
to Shareholders referred to in the General Corporation Law is expressly
dispensed with, but nothing herein shall be interpreted as prohibiting the Board
of Directors from issuing annual or other periodic reports to Shareholders of
the corporation as they deem appropriate. Should this corporation
have one hundred (100) or more Shareholders, an Annual Report must be furnished
not later than one hundred twenty (120) days after the end of each fiscal
period.
Section
5. Financial
Statements.
A. A
copy of any annual financial statement and any income statement of the
corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of the corporation as of the end of each such period, that has
been prepared by the corporation shall be kept on file at the principal
executive office of the corporation for twelve (12) months from the date of its
execution, and each such statement shall be exhibited at all reasonable times to
any Shareholder demanding an examination of such statement or a copy shall be
made to any such Shareholder.
17
B. If
a Shareholder or Shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation make a written
request to the corporation for an income statement of the corporation for the
three (3) month, six (6) month, or nine (9) month period of the then current
fiscal year ended more than thirty (30) days prior to the date of the request,
and a balance sheet of the corporation at the end of such period, the Chief
Financial Officer shall cause such statement to be prepared, if not already
prepared, and shall deliver personally or mail such statement or statements to
the person making the request within thirty (30) days after the receipt of such
request. If the corporation has not sent to the Shareholders its
Annual Report for the last fiscal year, this report shall likewise be delivered
or mailed to such Shareholder or Shareholders within in (30) days after such
request.
C. The
corporation also shall, upon the written request of any Shareholder, mail to the
Shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared and a balance sheet as of the end of such
period. The quarterly income statement and balance sheet referred to
in this Section shall be accompanied by the report thereon, if any, of any
independent accountants engaged in the corporation or the certificate of
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the
corporation.
Section
6. Annual Statement of General
Information.
The
corporation shall, in a timely manner in each year, file with the Secretary of
State of Delaware, on the prescribed form, a statement setting forth the
authorized number of Directors, the names and complete business or residence
addresses of all incumbent Directors, the names and complete business or
residence addresses or the President, Secretary, and Chief Financial Officer,
the street address of its principal executive office or principal business
office in the State of Delaware, and the general type of business constituting
the principal business activity of the corporation, together with a designation
of the agent of the corporation for the purpose of the service of
process.
ARTICLE
VII
GENERAL
CORPORATE MATTERS
Section
1. Checks, Drafts, and
Evidences of Indebtedness.
All
checks, drafts, or other orders for payment of money, notes, or other evidences
of indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.
Section
2. Corporate Contracts and
Instruments, How Executed.
The Board
of Directors, except as in the Bylaws otherwise provide, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation and such
authority may be general or confined to specific instances; provided, however,
that, unless so authorized or ratified by the Board of Directors or within the
agency power of any officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or to any
amount.
18
Section
3. Representation of Shares of
Other Corporation.
The
Chairman of the Board, the President, or any Vice President, or any other person
authorized by resolution of the Board of Directors by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority herein granted
to said officers to vote or represent on behalf of the corporation any and all
shares held by the corporation in any other corporation or corporations may be
exercised by any such officer in person or by any person authorized to do so by
proxy duly elected by said officer.
Section
4. Construction and
Definitions.
Unless
the context requires otherwise, the general provisions, rules of construction,
and the definitions of the Delaware General Corporation Laws shall govern the
construction of these Bylaws. Without limiting the generality of the
foregoing, the singular number includes the plural, the plural number includes
the singular, and the term “person” includes both a corporation and a natural
person.
ARTICLE
VIII
AMENDMENTS
TO BYLAWS
Section
1. Amendment by
Shareholders.
New
Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or
written consent of holders of a majority of the outstanding shares entitled to
vote: provided, however, that if the Articles of Incorporation of the
corporation set forth the number of authorized Directors of the corporation, the
authorized number of Directors may be changed only by an amendment of the
Articles of Incorporation.
Section
2. Amendment by
Directors.
Subject
to the rights of the Shareholders as provided in Section 1 of this Article, to
adopt, amend, or repeal Bylaws, and the limitation of Delaware Corporations Code
Section 109, Bylaws may be adopted, amended, or repealed by the Board of
Directors.
ARTICLE
IX
MISCELLANEOUS
Section
1. References to Code
Sections.
Section
designations of three (3) digits or more referenced herein refer to the General
Corporation Law of the State of Delaware.
19
Section
2. Effect of Shareholders
Agreement.
Any
Shareholders agreement authorized by the Act shall only be effective to modify
the terms of these Bylaws if this corporation elects to become a close
corporation with appropriate filing of or amendment to its Articles as required
by the Act and shall terminate when this corporation ceases to be a close
corporation.
Section
3. Subsidiary
Corporation.
Shares of
this corporation owned by a subsidiary shall not be entitled to vote on any
matter.
Section
4. Offices.
The Board
of Directors shall fix the location of the principal executive office of the
corporation at any place within or outside the State of Delaware. If
the principal executive office is located outside this state, and the
corporation has one or more business offices in this state, the Board of
Directors shall likewise fix and designate a principal business office in the
State of Delaware.
The Board
of Directors may at any time establish branch or subordinate offices at any
place or places where the corporation is qualified to do
business.
20
CERTIFICATE
OF SECRETARY
I,
Frederick Larcombe, hereby certify that:
I am the
Secretary of I-Web Media, Inc., a Delaware corporation;
and
The
foregoing Bylaws, consisting of 20 pages, are a true and correct copy of the
Bylaws of the corporation as duly adopted by approval of the Board of Directors
of the corporation by unanimous written consent in lieu of meeting.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this ____ day of December, 2010.
Frederick
Larcombe,
Secretary
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