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8-K - Jiangbo Pharmaceuticals, Inc. | v208212_8k.htm |
AMENDED
AND RESTATED BYLAWS
OF
JIANGBO
PHARMACEUTICALS, INC., a Florida Corporation
These are
the Amended and Restated Bylaws of JIANGBO PHARMACEUTICALS, INC. (the
"corporation"), a corporation for-profit formed under the laws of the State of
Florida, as duly adopted by the signed, written consent of the Board of
Directors in accordance with Sections 607.0821 and 607.1020 of the Florida
Business Corporation Act.
ARTICLE
I. STOCKHOLDERS
Sec. 1.
ANNUAL MEETING.
The
annual meeting of stockholders shall be held on such date and at such place and
time as the board of directors may determine.
Sec. 2.
SPECIAL MEETINGS.
Special
meetings of stockholders may be called for any purpose. Such meetings may be
called at any time by the board of directors or by the holders of not less than
10% of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting if such holders sign, date, and deliver to the
secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. On the written request of any person or
persons entitled to call a special meeting, the secretary shall inform the board
of directors as to such call, and the board shall fix a time and place for the
meeting.
Sec. 3.
ADJOURNMENT OF MEETINGS.
Any
stockholders' meeting, annual or special, may be adjourned from time to time by
the affirmative vote of a majority of the shares represented at such meeting
either in person or by proxy. An adjournment may be voted regardless of whether
a quorum is present.
Sec. 4.
NOTICE OF MEETINGS.
Written
or printed notice stating the place, day, and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 nor more than 60 days before the
date of the meeting, either personally or by first-class mail, by or at the
direction of the president, secretary, or the officer or persons calling the
meeting, to each stockholder of record entitled to vote at the meeting. If the
notice is mailed at least 30 days before the date of the meeting, it may be done
by a class of United States mail other than first class. If mailed, such notice
shall be deemed to have been delivered when deposited in the United States mail,
postage prepaid, addressed to the stockholder to receive it at his or her
address as it then appears on the records of the corporation.
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Sec. 5.
WAIVER OF NOTICE.
A
stockholder may waive notice of any annual or special meeting by signing a
written notice of waiver either before or after the date of such meeting,
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A stockholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; or waives objection to 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 when it is
presented.
Sec. 6.
RECORD DATE.
(a) For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or demand a special meeting, or in order to make a
determination of stockholders for any other proper purpose, the board of
directors may fix the record date which may not precede the date on which the
resolution fixing the record date is adopted nor may it be more than 70 days
before the meeting or action requiring a determination of
stockholders.
(b) A
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders is effective for any adjournment of the meeting unless the board of
directors fixes a new record date.
Sec. 7.
QUORUM.
The
presence, at any stockholders' meeting, in person or by proxy, of persons
entitled to vote a majority of the shares of the corporation then outstanding
shall constitute a quorum for the transaction of business. If a quorum exists,
action on a matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action. In determining whether quorum requirements
for a meeting have been met, any share that has been enjoined from voting or
that for any reason cannot be lawfully voted shall not be counted.
Sec. 8.
PROXIES.
Every
person entitled to vote at a stockholders' meeting of the corporation, or
entitled to execute written consent authorizing action in lieu of a meeting, may
do so either in person or by proxy executed in writing by the stockholder or by
his or her duly authorized attorney-in-fact. An appointment is valid for up to
11 months unless a longer period is expressly provided in the appointment. An
appointment of a proxy is revocable by the stockholder unless the appointment
form or electronic transmission conspicuously states that it is irrevocable and
the appointment is coupled with an interest.
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Sec. 9.
VOTING.
Unless
provided otherwise in the articles of incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders. The affirmative vote of the majority of
shares represented at a meeting at which a quorum is present shall be the act of
the stockholders unless the vote of a greater number or a vote by classes is
required by the articles of incorporation.
Sec. 10.
VOTING RECORD.
(a) After
fixing a record date for a meeting, the corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting, arranged by voting group with the address of,
and the number and class and series, if any, of shares held by,
each.
(b) The
shareholders' list must be available for inspection by any shareholder for a
period of 10 days prior to the meeting or such shorter time as exists between
the record date and the meeting and continuing through the meeting at the
corporation's principal office, at a place identified in the meeting notice in
the city where the meeting will be held, or at the office of the corporation's
transfer agent or registrar.
(c) The
stockholders' list shall be prima facie evidence of the identity of the
stockholders entitled to examine the stockholder's list or to vote at any
meeting of stockholders.
Sec. 11.
ACTION BY STOCKHOLDERS WITHOUT A MEETING.
(a) Any
action required or permitted by law to be taken at a meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is dated and signed by
the approving stockholders having the requisite number of votes of each voting
group entitled to vote having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote were
present and voted. Such written consent must be delivered to the corporation by
delivery to its principal office in this state, its principal place of business,
the corporate secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. No written consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the date of the earliest
dated consent delivered in the manner required by this section, written consents
signed by the number of holders required to take action are delivered to the
corporation by delivery as set forth in this section.
(b)
Within 10 days after obtaining such authorization by written consent, notice
shall be given to those stockholders who have not consented in writing or who
are not entitled to vote on the action. Such notice shall fairly summarize the
material features of the action so authorized and, if the action is a merger,
consolidation, or sale or exchange of assets, for which dissenters' rights are
provided by law, shall contain a clear statement of the right of dissenting
stockholders to be paid the fair value of their shares on compliance with the
applicable statutory provisions.
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ARTICLE
II. BOARD OF DIRECTORS
Sec. 1.
GENERAL POWERS.
Subject
to the limitations of the articles of incorporation and the Florida Business
Corporation Act concerning corporate action that must be authorized or approved
by the stockholders of the corporation, all corporate powers shall be exercised
by or under the authority of the board of directors, and the business and
affairs of the corporation shall be managed under the direction of the board of
directors.
Sec. 2.
NUMBER, TENURE, QUALIFICATIONS, AND ELECTION.
The board
of directors shall consist of not less than 5 and not more than 9 persons who
need not be stockholders of the corporation. The number of directors may be
increased or decreased from time to time by amendment to these amended and
restated bylaws. Directors of the corporation shall be elected at the annual
meeting of stockholders, or at a meeting held in lieu of the annual
meeting.
Sec. 3.
TERM OF OFFICE.
The terms
of the initial directors of the corporation expire at the first stockholders'
meeting at which directors are elected. The terms of all other directors expire
at the next annual stockholders' meeting following their election unless their
terms are staggered. A decrease in the number of directors does not shorten an
incumbent director's term. The term of a director elected to fill a vacancy
expires at the next stockholders' meeting at which directors are elected.
Despite the expiration of a director's term, the director continues to serve
until his or her successor is elected and qualifies or until there is a decrease
in the number of directors.
Sec. 4.
DIRECTOR’S MEETINGS.
(a) The
board of directors may hold regular or special meetings in or out of this
state.
(b) A
majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the board of directors to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other
directors.
(c)
Meetings of the board of directors may be called by the chair of the board or by
the president.
(d) The
board of directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may 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.
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Sec. 5.
NOTICE OF MEETINGS.
Regular
meetings of the board of directors may be held without notice of the date, time,
place, or purpose of the meeting. Special meetings of the board of directors
must be preceded by at least 2 days' notice of the date, time, and place of the
meeting. The notice need not describe the purpose of the special
meeting.
Sec. 6.
WAIVER OF NOTICE.
Notice of
a meeting of the board of directors need not be given to any director who signs
a waiver of notice either before or after the meeting. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting and a waiver of
any and all objections to the place of the meeting, the time of the meeting, or
the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened.
Sec. 7.
QUORUM AND VOTING.
A
majority of directors in office shall constitute a quorum for the transaction of
business, and the acts of a majority of directors present at a meeting at which
a quorum is present shall constitute the acts of the board of directors. If, at
any meeting of the board of directors, less than a quorum is present, a majority
of those present may adjourn the meeting, from time to time, until a quorum is
present. In the event vacancies exist on the board of directors, other than
vacancies created by the removal of a director or directors by the shareholders
or by an increase in the number of directors, the remaining directors,, although
less than a quorum, may elect a successor or successors for the unexpired term
or terms by majority vote.
Sec. 8.
ACTION BY DIRECTORS WITHOUT A MEETING.
(a)
Action required or permitted to be taken at a board of directors' meeting or
committee meeting may be taken without a meeting if the action is taken by all
members of the board or of the committee. The action must be evidenced by one or
more written consents describing the action taken and signed by each director or
committee member.
(b)
Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date.
(c) A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
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Sec. 9.
VACANCIES.
(a)
Whenever a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors, it may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the board of directors, or by the stockholders.
(b) A
vacancy that may occur at a later date (by reason of a resignation effective at
a later date or upon the subsequent happening of an event) may be filled before
the vacancy occurs, but the new director may not take office until the vacancy
occurs.
Sec. 10.
RESIGNATION OF DIRECTORS.
A
director may resign at any time by delivering written notice to the board of
directors or its chair or to the corporation. A resignation is effective when
the notice is delivered unless the notice specifies a latter effective date or
an effective date determined upon the subsequent happening of an
event.
Sec. 11.
REMOVAL OF DIRECTORS.
(a) At
any regular meeting of stockholders, or at any special meeting called for such
purpose, any director or directors may be removed from office, with or without
cause, by majority vote.
(b) New
directors may be elected by the stockholders for the unexpired terms of
directors removed from office at the same meetings at which such removals are
voted. If the stockholders fail to elect persons to fill the unexpired terms of
removed directors, such terms shall be considered vacancies to be filled by the
remaining directors as provided in Sec. 9., above.
Sec. 12.
EXECUTIVE COMMITTEES.
(a) The
board of directors may, by resolution adopted by a majority of the full board,
designate two or more directors to constitute an executive committee which, to
the extent provided in such resolution, shall have and may exercise all of the
authority of the board of directors in the management of the corporation, except
that such committee shall have no authority to: (1) approve or recommend to
stockholders actions or proposals required by law to be approved by the
stockholders; (2) fill vacancies on the board of directors or any committee; (3)
adopt, amend, or repeal these amended and restated bylaws; (4) authorize or
approve the reacquisition of shares, unless pursuant to a general formula or
method specified by the board of directors; or (5) authorize or approve the
issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a voting group
except where the board of directors authorizes a committee to do so within
limits specifically prescribed by the board. The board of directors shall have
power at any time to fill vacancies in, to change the size or membership of, and
to discharge any such committee.
(b) Each
committee must have 2 or more members who serve at the pleasure of the board of
directors. The board, by resolution adopted in accordance with subsection (a),
may designate one or more directors as alternate members of any such committee
who may act in the place and stead of any absent member or members at any
meeting of such committee.
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ARTICLE
III. OFFICERS
Sec. 1.
REQUIRED OFFICERS.
(a) The
corporation shall have the officers appointed by the board of
directors.
(b) A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the board of directors.
(c) The
board of directors shall delegate to one of the officers responsibility for
preparing minutes of the directors' and stockholders' meetings and for
authenticating records of the corporation.
(d) The
same individual may simultaneously hold more than one office in the
corporation.
Sec. 2.
DUTIES OF OFFICERS.
Each
officer has the authority and shall perform the duties prescribed by the board
of directors or by direction of any officer authorized by the board of directors
to prescribe the duties of other officers.
Sec. 3.
RESIGNATION AND REMOVAL OF OFFICERS.
(a) An
officer may resign at any time by delivering notice to the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the effective
date.
(b) The
board of directors may remove any officer at any time with or without cause. Any
officer or assistant officer, if appointed by another officer, may likewise be
removed by such officer.
Sec.
4 CONTRACT RIGHTS OF OFFICERS.
(a) The
appointment of an officer does not itself create contract rights.
(b) An
officer's removal does not affect the officer's contract rights, if any, with
the corporation. An officer's resignation does not affect the corporation's
contract rights, if any, with the officer.
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ARTICLE
IV. STOCK CERTIFICATES
Sec. 1.
FORM AND CONTENT OF CERTIFICATES.
The
shares of the corporation may be represented by certificates. The rights and
obligations of the stockholders are identical whether or not their shares are
represented by certificates. Each share certificate must be signed (either
manually or in facsimile) by an officer or officers designated by the board of
directors, and may bear the corporate seal or its facsimile. Each share
certificate shall state:
(a) The
name of the corporation;
(b) That
the corporation is organized under the laws of the State of
Florida;
(c) The
name of the person or persons to whom issued;
(d) The
number and class of shares, and the designation of the series, if any, which the
certificate represents.
Each
certificate shall also set forth or fairly summarize on the front or back of
each certificate, or shall state that the corporation will furnish to any
stockholder on request and without charge, a full statement of the designations,
preferences, limitations, and relative rights of the shares of each class and
the variations in rights, preferences, and limitations determined for each
series (and the authority of the board of directors to determine variations for
future series) authorized to be issued. Any certificate representing shares that
are restricted as to the sale, disposition, or other transfer of such shares,
shall also state that such shares are restricted as to transfer, and shall set
forth or fairly summarize on the certificate, or shall state that the
corporation will furnish to any stockholder on request and without charge, a
full statement of such restrictions.
Sec. 2.
SUBSCRIPTION FOR STOCK.
Unless
otherwise provided in the subscription agreement, subscriptions for shares shall
be paid in full at such time, or in such installments and at such times, as
shall be determined by the board of directors. Any call made by the board of
directors for payment on subscriptions shall be uniform as to all shares of the
same class or as to all shares of the same series, as the case may be. In case
of default in the payment of any installment or call when such payment is due,
the corporation may proceed to collect the amount due in the same manner as any
debt due the corporation.
Sec. 3.
TRANSFERS.
Transfer
of shares of the corporation shall be made in the manner specified in the
Florida Uniform Commercial Code. The corporation shall maintain stock transfer
books, and any transfer shall be registered on them only on request and
surrender of the stock certificate representing the transferred shares, duly
endorsed. Additionally, the board of directors may appoint one or more transfer
agents or transfer clerks and one or more registrars as custodians of the
transfer books, and may require all transfers to be made with and all share
certificates to bear the signatures of any of them. The corporation shall have
the absolute right to recognize as the owner of any shares of stock issued by
it, for all proper corporate purposes, including the voting of such shares and
the issuance and payment of dividends on such shares, the person or persons in
whose name the certificate representing such shares stands on its books.
However, if a transfer of shares is made solely for the purpose of furnishing
collateral security, and if that fact is made known to the secretary of the
corporation, or to the corporation's transfer agent or transfer clerk, the
record entry of such transfer shall state the limited nature.
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Sec. 4.
LOST, DESTROYED, AND STOLEN CERTIFICATES.
No
certificate for shares of stock in the corporation shall be issued in place of
any certificate alleged to have been lost, destroyed, stolen, or mutilated
except on production of such evidence and provision of such indemnity to the
corporation as the board of directors may prescribe.
ARTICLE
V. REGISTERED AGENT
The
address of the corporation's registered office and the name of its registered
agent at that office together with a written acceptance are set forth in the
articles of incorporation, as amended.
ARTICLE
VI. CORPORATE SEAL
The
corporate seal shall have inscribed thereon the name of the corporation and
shall be in such form and contain such words and/or figures as the Board of
Directors shall determine or the law requires.
ARTICLE
VII. FISCAL YEAR
The
fiscal year of the corporation shall begin on the 1st of July of each year and
end at midnight on the 30th of June of the following year.
ARTICLE
VIII. AMENDMENT OF BYLAWS
(a) These
amended and restated bylaws may be altered, amended, or repealed by majority
vote of the board of directors.
(b) The
stockholders may amend or repeal these amended and restated bylaws even though
these amended and restated bylaws may also be amended or repealed by the board
of directors.
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WITNESSETH:
I HEREBY CERTIFY that the foregoing is
a full, true, and correct copy of the Amended and Restated Bylaws of JIANGBO
PHARMACEUTICALS, INC., a corporation of the State of Florida, as in effect on
the date hereof.
IN WITNESS WHEREOF, these Amended and
Restated Bylaws have been duly adopted by written consent of the Board of
Directors of JIANGBO PHARMACEUTICALS, INC., signed by each Director, in
accordance with Sections 607.0821 and 607.1020 of the Florida Business
Corporation Act.
Dated:
January 13, 2011
By: /s/
Elsa Sung
Name:
Elsa Sung
Title:
Chief Financial Officer of Jiangbo Pharmaceuticals, Inc.
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