Attached files
BYLAWS
of
NYC MODA INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
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The annual meeting of the shareholders of the Corporation shall be held at
the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
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Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
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Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada
as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
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A notice convening an annual or special meeting which specifies the place,
day, and hour of the meeting, and the general nature of the business of the
meeting, must be faxed, personally delivered or mailed postage prepaid to
each shareholder of the Corporation entitled to vote at the meeting at the
address of the shareholder as it appears on the stock transfer ledger of
the Corporation, at least ten (10) days prior to the meeting. Accidental
omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, a shareholder will not invalidate the proceedings at that
meeting.
Section 5 - Action Without a Meeting
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Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting, without prior
notice and without a vote if written consents are signed by shareholders
representing a majority of the shares entitled to vote at such a meeting,
except however, if a different proportion of voting power is required by
law, the Articles of Incorporation or these Bylaws, than that proportion of
written consents is required. Such written consents must be filed with the
minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
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a) No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or special
meeting unless a quorum of shareholders, entitled to attend and vote, is
present at the commencement of the meeting, but the quorum need not be
present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons
present and being, or representing by proxy, shareholders of the
Corporation.
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c) If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand adjourned
to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
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Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of
stock in his or her own name on the books of the corporation, whether
represented in person or by proxy.
Section 8 - Motions
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No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
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In the case of an equality of votes, the chairman of the meeting at which
the vote takes place is not entitled to have a casting vote in addition to
the vote or votes to which he may be entitled as a shareholder of
proxyholder.
Section 10 - Dispute as to Entitlement to Vote
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In a dispute as to the admission or rejection of a vote at an annual or
special meeting, the decision of the chairman made in good faith is
conclusive.
Section 11 - Proxy
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a) Each shareholder entitled to vote at an annual or special meeting may
do so either in person or by proxy. A form of proxy must be in writing
under the hand of the appointor or of his or her attorney duly authorized
in writing, or, if the appointor is a corporation, either under the seal of
the corporation or under the hand of a duly authorized officer or attorney.
A proxyholder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any,
under which it is signed or a facsimiled copy thereof must be deposited at
the registered office of the Corporation or at such other place as is
specified for that purpose in the notice convening the meeting. In
addition to any other method of depositing proxies provided for in these
Bylaws, the Directors may from time to time by resolution make regulations
relating to the depositing of proxies at a place or places and fixing the
time or times for depositing the proxies not exceeding 48 hours (excluding
Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting
specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
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a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and not
more than nine (9) directors. The number of Directors may be fixed and
changed from time to time by ordinary resolution of the shareholders of the
Corporation.
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b) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected
and qualified or until there is a decrease in the number of directors.
Thereinafter, Directors will be elected at the annual meeting of
shareholders and shall hold office until the annual meeting of the
shareholders next succeeding his or her election, or until his or her prior
death, resignation or removal. Any Director may resign at any time upon
written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected. A Director so appointed holds office only until
the next following annual meeting of the Corporation, but is eligible for
election at that meeting. So long as he or she is an additional Director,
the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
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a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except for
those powers conferred upon or reserved for the shareholders or any other
persons as required under Nevada state law, the Corporation's Articles of
Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined
by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
---------------------------------
a) The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is willing
to act as chairman, the Directors present shall choose one of their number
to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit. Questions
arising at a meeting must be decided by a majority of votes. In case of an
equality of votes the chairman does not have a second or casting vote.
Meetings of the Board held at regular intervals may be held at the place
and time upon the notice (if any) as the Board may by resolution from time
to time determine.
c) A Director may participate in a meeting of the Board or of a committee
of the Directors using conference telephones or other communications
facilities by which all Directors participating in the meeting can hear
each other and provided that all such Directors agree to such
participation. A Director participating in a meeting in accordance with
this Bylaw is deemed to be present at the meeting and to have so agreed.
Such Director will be counted in the quorum and entitled to speak and vote
at the meeting.
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d) A Director may, and the Secretary on request of a Director shall, call
a meeting of the Board. Reasonable notice of the meeting specifying the
place, day and hour of the meeting must be given by mail, postage prepaid,
addressed to each of the Directors and alternate Directors at his or her
address as it appears on the books of the Corporation or by leaving it at
his or her usual business or residential address or by telephone, facsimile
or other method of transmitting legibly recorded messages. It is not
necessary to give notice of a meeting of Directors to a Director
immediately following a shareholder meeting at which the Director has been
elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document
executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him and
may at any time withdraw the waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings and
until the waiver is withdrawn no notice of a meeting of Directors need be
given to the Director. All meetings of the Directors so held will be
deemed not to be improperly called or constituted by reason of notice not
having been given to the Director.
f) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a majority
of the Directors or, if the number of Directors is fixed at one, is one
Director.
g) The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number fixed
pursuant to these Bylaws as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a shareholder meeting of the
Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors,
or a person acting as a Director, will, notwithstanding that it be
afterwards discovered that there was some defect in the qualification,
election or appointment of the Directors, shareholders of the committee or
person acting as a Director, or that any of them were disqualified, be as
valid as if the person had been duly elected or appointed and was qualified
to be a Director.
i) A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the Directors
is as valid as if it had been passed at a meeting of the Directors duly
called and held. A resolution may be in two or more counterparts which
together are deemed to constitute one resolution in writing. A resolution
must be filed with the minutes of the proceedings of the directors and is
effective on the date stated on it or on the latest date stated on a
counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
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One or more or all the Directors of the Corporation may be removed with or
without cause at any time by a vote of two-thirds of the shareholders
entitled to vote thereon, at a special meeting of the shareholders called
for that purpose.
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Section 5 - Committees
----------------------
a) The Directors may from time to time by resolution designate from among
its members one or more committees, and alternate members thereof, as they
deem desirable, each consisting of one or more members, with such powers
and authority (to the extent permitted by law and these Bylaws) as may be
provided in such resolution. Each such committee shall serve at the
pleasure of the Board of Directors and unless otherwise stated by law, the
Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
b) Each Committee shall keep regular minutes of its transactions, shall
cause them to be recorded in the books kept for that purpose, and shall
report them to the Board at such times as the Board may from time to time
require. The Board has the power at any time to revoke or override the
authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
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a) The Corporation's officers shall have such titles and duties as shall
be stated in these Bylaws or in a resolution of the Board of Directors
which is not inconsistent with these Bylaws. The officers of the
Corporation shall consist of a president, secretary, treasurer, and also
may have one or more vice presidents, assistant secretaries and assistant
treasurers and such other officers as the Board of Directors may from time
to time deem advisable. Any officer may hold two or more offices in the
Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board
of Directors next succeeding his or her election, and until his or her
successor shall have been duly elected and qualified, subject to earlier
termination by his or her death, resignation or removal.
Section 2 - Resignation
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Any officer may resign at any time by giving written notice of such
resignation to the Corporation.
Section 3 - Removal
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Any officer appointed by the Board of Directors may be removed by a
majority vote of the Board, either with or without cause, and a successor
appointed by the Board at any time, and any officer or assistant officer,
if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
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The remuneration of the Officers of the Corporation may from time to time
be determined by the Directors or, if the Directors decide, by the
shareholders.
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Section 5 - Conflict of Interest
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Each officer of the Corporation who holds another office or possesses
property whereby, whether directly or indirectly, duties or interests might
be created in conflict with his or her duties or interests as an officer of
the Corporation shall, in writing, disclose to the President the fact and
the nature, character and extent of the conflict and abstain from voting
with respect to any resolution in which the officer has a personal
interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
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a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares owned
by the shareholder in the Corporation. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, then a facsimile of the signatures of the
officers or agents, the transfer agent or transfer clerk or the registrar
of the Corporation may be printed or lithographed upon the certificate in
lieu of the actual signatures. If the Corporation uses facsimile
signatures of its officers and agents on its stock certificates, it cannot
act as registrar of its own stock, but its transfer agent and registrar may
be identical if the institution acting in those dual capacities
countersigns or otherwise authenticates any stock certificates in both
capacities. If any officer who has signed or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer of
such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying the
number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as they may
think fit, order the certificate to be cancelled and issue a new
certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon and indemnity, if any being given,
as the Directors think adequate, the Directors shall issue a new
certificate; or
(iii) represents more than one share and the registered owner
surrenders it to the Corporation with a written request that the
Corporation issue in his or her name two or more certificates, each
representing a specified number of shares and in the aggregate representing
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the same number of shares as the certificate so surrendered, the
Corporation shall cancel the certificate so surrendered and issue new
certificates in accordance with such request.
Section 2 - Transfers of Shares
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a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized by a
written power of attorney; and in the case of shares represented by
certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly endorsed,
with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require,
and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, 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 expressly provided by law.
Section 3 - Record Date
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a) The Directors may fix in advance a date, which must not be more than
60 days permitted by the preceding the date of a meeting of shareholders or
a class of shareholders, or of the payment of a dividend or of the proposed
taking of any other proper action requiring the determination of
shareholders as the record date for the determination of the shareholders
entitled to notice of, or to attend and vote at, a meeting and an
adjournment of the meeting, or entitled to receive payment of a dividend or
for any other proper purpose and, in such case, notwithstanding anything in
these Bylaws, only shareholders of records on the date so fixed will be
deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders
as provided in the preceding Bylaw, the date on which the notice is mailed
or on which the resolution declaring the dividend is adopted, as the case
may be, is the record date for such determination.
Section 4 - Fractional Shares
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Notwithstanding anything else in these Bylaws, the Corporation, if the
Directors so resolve, will not be required to issue fractional shares in
connection with an amalgamation, consolidation, exchange or conversion. At
the discretion of the Directors, fractional interests in shares may be
rounded to the nearest whole number, with fractions of 1/2 being rounded to
the next highest whole number, or may be purchased for cancellation by the
Corporation for such consideration as the Directors determine. The
Directors may determine the manner in which fractional interests in shares
are to be transferred and delivered to the Corporation in exchange for
consideration and a determination so made is binding upon all shareholders
of the Corporation. In case shareholders having fractional interests in
shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in
shares, such deposit to be set aside in trust for such shareholders. Such
setting aside is deemed to be payment to such shareholders for the
fractional interests in shares not so delivered which will thereupon not be
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considered as outstanding and such shareholders will not be considered to
be shareholders of the Corporation with respect thereto and will have no
right except to receive payment of the money so set aside and deposited
upon delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as the Board
of Directors may determine and shares may be issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders of
one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to
be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright
or as security for liability or obligation of the Corporation or another
person, and
(iii) mortgage, charge, whether by way of specific or floating charge,
and give other security on the undertaking, or on the whole or a part of
the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be
issued at a discount, premium or otherwise, and with a special privilege as
to redemption, surrender, drawing, allotment of or conversion into or
exchange for shares or other securities, attending and voting at
shareholder meetings of the Corporation, appointment of Directors or
otherwise, and may by its terms be assignable free from equities between
the Corporation and the person to whom it was issued or a subsequent holder
thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject
to change, by the Board of Directors from time to time, subject to
applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed
and altered, from time to time, by the Board of Directors. The use of a
seal or stamp by the Corporation on corporate documents is not necessary
and the lack thereof shall not in any way affect the legality of a
corporate document.
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ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
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All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made by a majority vote of the shareholders at any annual
meeting or special meeting called for that purpose.
Section 2 - By Directors
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The Board of Directors shall have the power to make, adopt, alter, amend
and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Corporation or who
holds an office or possesses property whereby, directly or indirectly, a
duty or interest might be created to conflict with his or her duty or
interest as a Director, shall declare the nature and extent of his or her
interest in such contract or transaction or of the conflict with his or her
duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with
the Corporation in which he is interested and if he does so his or her vote
will not be counted, but he will be counted in the quorum present at the
meeting at which the vote is taken. The foregoing prohibitions do not
apply to:
(i) a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in which he
has an interest has guaranteed or joined in guaranteeing the repayment of
the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of which a
Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or
debentures to be issued by the Corporation or a subsidiary of the
Corporation, or a contract, arrangement or transaction in which a Director
is directly or indirectly interested if all the other Directors are also
directly or indirectly interested in the contract, arrangement or
transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation
(other than the office of Auditor of the Corporation) in conjunction with
his or her office of Director for the period and on the terms (as to
remuneration or otherwise) as the Directors may determine. No Director or
intended Director will be disqualified by his or her office from
contracting with the Corporation either with regard to the tenure of any
such other office or place of profit, or as vendor, purchaser or otherwise,
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and, no contract or transaction entered into by or on behalf of the
Corporation in which a Director is interested is liable to be voided by
reason thereof.
d) A Director or his or her firm may act in a professional capacity for
the Corporation (except as Auditor of the Corporation), and he or his or
her firm is entitled to remuneration for professional services as if he
were not a Director.
e) A Director may be or become a director or other officer or employee
of, or otherwise interested in, a corporation or firm in which the
Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or other
benefits received by him as director, officer or employee of, or from his
or her interest in, the other corporation or firm, unless the shareholders
otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles
of Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of
incorporation occurs each year, file with the Secretary of State a list of
its president, secretary and treasurer and all of its Directors, along with
the post office box or street address, either residence or business, and a
designation of its resident agent in the state of Nevada. Such list shall
be certified by an officer of the Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or
former Director of the Corporation and the Directors may cause the
Corporation to indemnify a director or former director of a corporation of
which the Corporation is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment inactive criminal or administrative
action or proceeding to which he is or they are made a party by reason of
his or her being or having been a Director of the Corporation or a director
of such corporation, including an action brought by the Corporation or
corporation. Each Director of the Corporation on being elected or
appointed is deemed to have contracted with the Corporation on the terms of
the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which the
Corporation is or was a shareholder (notwithstanding that he is also a
Director), and his or her heirs and personal representatives against all
costs, charges and expenses incurred by him or them and resulting from his
or her acting as an officer, employee or agent of the Corporation or
corporation. In addition the Corporation shall indemnify the Secretary or
an Assistance Secretary of the Corporation (if he is not a full time
employee of the Corporation and notwithstanding that he is also a
Director), and his or her respective heirs and legal representatives
against all costs, charges and expenses incurred by him or them and arising
out of the functions assigned to the Secretary by the Corporation Act or
these Articles and each such Secretary and Assistant Secretary, on being
appointed is deemed to have contracted with the Corporation on the terms of
the foregoing indemnity.
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c) The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a Director,
officer, employee or agent of the Corporation or as a director, officer,
employee or agent of a corporation of which the Corporation is or was a
shareholder and his or her heirs or personal representatives against a
liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
NYC MODA INC.
per:
/s/Ilona Svinta
ILONA SVINTA, Secretary