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S-1 - FORM S-1 - E-Qure Corp. | adbi_s1.htm |
EXCEL - IDEA: XBRL DOCUMENT - E-Qure Corp. | Financial_Report.xls |
EX-3 - EXHIBIT 3.1 - E-Qure Corp. | exh3_1.htm |
EX-3 - EXHIBIT 3.1(B) - E-Qure Corp. | exh3_1b.htm |
EX-5 - EXHIBIT 5.1 - E-Qure Corp. | exh5_1.htm |
EX-10 - EXHIBIT 10.9 - E-Qure Corp. | exh10_9.htm |
EX-10 - EXHIBIT 10.8 - E-Qure Corp. | exh10_8.htm |
EX-23 - EXHIBIT 23 - E-Qure Corp. | exh_23.htm |
ADB INTERNATIONAL GROUP, INC.
BY-LAWS
A Delaware Corporation
ARTICLE I
OFFICES
Section 1
The registered office of the Corporation in the State of Delaware shall be
located in the City and State designated in the Certificate of Incorporation, as
may be amended from time to time.
Section 2
The Corporation may also have offices at such other places both within and
without the state of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1
All meetings of shareholders for the election of directors shall be held at such
time and at such place, either within or without the State of Delaware, as may
be fixed from time to time by the Board of Directors. The Board of Directors
may, in its sole discretion, determine that the meeting shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Article IV, Section 6 of these Bylaws. Unless directors are
elected by written consent in lieu of an annual meeting as permitted by Article
IV, Section 5 of these Bylaws, an annual meeting of the stockholders for the
election of the directors shall be held on a date and a time as shall be
designated by the Board of Directors and stated in the notice of the meeting.
Any other proper business may be transacted at the annual meeting.
Section 2
Written or printed notice of the annual meeting stating the place, date and hour
of the meeting shall be delivered not less than ten nor more than 60 days before
the date of the meeting, either personally or by mail, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting.
Section 3
The officer who has charge of the stock ledger of the Corporation shall prepare
and make, or cause a third party transfer agent to prepare and make, at least 10
days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1
Special meetings of shareholders may be held at such time and place within or
without the State of Delaware as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
Section 2
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by the chairman or the president or vice president(if any) or secretary
at the request in writing of the majority of the members of the Board of
Directors or holders of a majority of the total voting power of all outstanding
shares of common stock of this Corporation then entitled to vote, and may not be
called by the stockholders absent such request. Any such request shall state the
purpose or purposes of the proposed meeting.
Section 3
Written or printed notice of a special meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called,
shall be delivered not less than ten nor more than sixty days before the date of
the meeting, either personally or by mail, by, or at the direction of, the
chairman or the president or vice president, to each shareholder of record
entitled to vote at such meeting. The notice should also indicate that it is
being issued by, or at the direction of, the person calling the meeting.
Section 4
The business transacted at any special meeting of shareholders shall be limited
to the purposes stated in the notice.
Section 5
After fixing a record date for a meeting, the officer who has charge of the
stock ledger of the Corporation, or the Corporation's transfer agent, shall
prepare an alphabetical list of the names of all its shareholders entitled to
notice of the meeting, arranged by voting group with the address of and the
number, class, and series, if any, of shares held by each shareholder. The stock
ledger shall be the only evidence as to who are the shareholders entitled to
examine the stock ledger, the list required by Section 219 of the Delaware
General Corporation Law or the books of the Corporation, or to vote in person or
by proxy at any shareholders' meeting.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1
The holders of a majority of the shares of common stock issued and outstanding
and entitled to vote, represented in person or by proxy, shall constitute a
quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by statute or by the Certificate of Incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders present in person or represented by proxy
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 day,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting as provided in Section 3 of Article III.
Section 2
If a quorum is present, the affirmative vote of a majority of the shares of
common stock represented at the meeting shall be the act of the shareholders,
unless the vote of a greater or lesser number of shares of common stock is
required by law or the Certificate of Incorporation.
Section 3
Each outstanding share of common stock having voting power shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.
Section 4
The Board of Directors in advance of any shareholders' meeting may appoint one
or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at a shareholders' meeting
may, and, on the request of any shareholder entitled to vote there-at, shall
appoint one or more inspectors. In case any person appointed as inspector fails
to appear or act, the vacancy may be filled by the Board in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
Section 5
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at an annual meeting or special meeting of the stockholders
of the Corporation, or any action which may be taken at any annual meeting or
special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding common stock 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 and shall be delivered to the Corporation by delivery to its
registered office in Delaware, to its principal place of business, or to an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings are recorded.
Section 6
Unless otherwise restricted in the Certificate of Incorporation or these Bylaws,
the Board of Directors may in its sole discretion permit stockholders to
participate in meetings of stockholders by means of remote communication and
shall be deemed present in person and permitted to vote at such meeting,
provided that (i) the Corporation shall implement reasonable measures to verify
that each person deemed present in person and permitted to vote at such meeting
by means of remote communication is a stockholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders a reasonable
opportunity to participate in such meeting and to vote on matters submitted to
the stockholders, and (iii) if any stockholder votes or takes action at such
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.
ARTICLE V
DIRECTORS
Section 1
The first Board of Directors and all subsequent Boards of the Corporation shall
consist of at least one person, unless and until otherwise determined by vote of
a majority of the entire Board of Directors. Directors shall be at least
eighteen years of age and need not be residents of the State of Delaware nor
shareholders of the Corporation. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each director elected shall serve until the next
succeeding annual meeting and until his successor shall have been elected and
qualified. The first Board of Directors shall hold office until the first annual
meeting of shareholders.
Section 2
Any or all of the directors may be removed, with or without cause, at any time
by the vote of the shareholders at a special meeting called for that purpose.
Any director may be removed for cause by the action of the directors at a
special meeting called for that purpose. If elected by cumulative voting, a
director may be removed only by the shareholders and then only when the votes
cast against his removal would not be sufficient to elect him if voted
cumulatively at an election at which the same total number of votes were cast
and the entire Board or the entire class of directors of which he is a member
were then being elected. If the director being removed was elected by the
holders of the shares of any class or series he cannot be removed by the
directors and may be removed only by the applicable vote of the holders of
shares of that class or series, voting as a class.
Section 3
Unless otherwise provided in the Certificate of Incorporation, newly created
directorships resulting from an increase in the Board of Directors and all
vacancies occurring in the Board of Directors, including vacancies caused by
removal without cause, may be filled by the affirmative vote of a majority of
the Board of Directors, however, if the number of directors then in office is
less than a quorum then such newly created directorships and vacancies may be
filled by a vote of a majority of the directors then in office. A director
elected to fill a vacancy shall hold office until the next meeting of
shareholders at which election of directors is the regular order of business,
and until his successor shall have been elected and qualified. A director
elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualified.
Section 4
The business affairs of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 5
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors or a duly authorized committee of the Board of
Directors.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1
Meetings of the Board of Directors, regular or special, may be held either
within or without the State of Delaware.
Section 2
The first meeting of each newly elected Board of Directors shall be held at such
time and place as shall be fixed by the vote of the shareholders at the annual
meeting and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present, or it may convene at such place and time as shall be fixed by the
consent in writing of all the directors. In the event that such meeting is not
held at such time, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.
Section 3
Regular meetings of the Board of Directors may be held upon such notice, or
without notice, and at such time and at such place as shall from time to time be
determined by the Board.
Section 4
Special meetings of the Board of Directors may be called by the chairman or the
president on one (1) days notice to each director personally or by mail, or on
two (2)days notice to each director by telegram, telefax, telecopier or
telephone; special meetings shall be called by the chairman, the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 5
Notice of a meeting need not be given to any director who submits a signed
waiver of notice whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 6
A majority of the directors shall constitute a quorum for the transaction of
business unless a greater or lesser number is required by law or by the
Certificate of Incorporation. The vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, unless the vote of a greater number is required by law or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.
Section 7
Unless the Certificate of Incorporation provides otherwise, any action required
or permitted to be taken at a meeting of the directors or a committee thereof
may be taken without a meeting if a consent in writing to the adoption of a
resolution authorizing the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.
Section 8
Unless otherwise restricted by the Certificate of Incorporation or these
by-laws, members of the Board of Directors, may participate in a meeting of the
Board of Directors or any committee by means of conference telephone or any
other communications equipment by means of which all persons participating in a
meeting can hear each other and such participation in a meeting shall constitute
presence in person at the meeting.
ARTICLE VII
COMMITTEES
Section 1
The Board of Directors, by resolution adopted by a majority of the entire board,
may designate, from among its members, one or more committees, each consisting
of one or more directors, and each of which, to the extent provided in the
resolution, shall have all the authority of the board, except as otherwise
required by law.
Vacancies in the membership of the committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. Each
committee shall keep regular minutes of its proceedings and report the same to
the board when required.
ARTICLE VIII
NOTICES
Section 1
Whenever, under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, notice is required to be given to any director
or stockholder, it shall not be construed to mean personal notice, but such
notice may be given in writing, by electronic transmission when such director or
stockholder has consented to the delivery of notice in such form or in writing
by mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice given by electronic transmission shall be deemed
given: (a if by facsimile telecommunication, when directed to the number at
which a stockholder or director has consented to receive notice; (by) if by
electronic mail, when directed to an electronic mail address at which a
stockholder or director has consented to receive notice to directors may also be
given by telegram, telefax, telecopier or telephone.
Section 2
Whenever any notice of a meeting is required to be given under the provisions of
the statutes or under the provisions of the Certificate of Incorporation or
these by-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1
The officers of the Corporation shall be chosen by the Board of Directors and
shall be a president, a secretary and a treasurer. The Board of Directors in its
discretion may also elect a Chairman of the Board of Directors. The Board of
Directors may also choose one or more vice-presidents, and one or more assistant
secretaries and assistant treasurers.
Section 2
The Board of Directors at its first meeting after each annual meeting of
shareholders shall choose a president, a secretary and a treasurer, none of whom
need be a member of the board. Any two or more offices may be held by the same
person, except the offices of president and secretary. Notwithstanding the
above, when all the issued and outstanding stock of the Corporation is owned by
one person, such person may hold all or any combination of offices.
Section 3
The Board of Directors may appoint such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.
Section 4
The salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.
Section 5
The officers of the Corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 6
The Chairman of the Board of Directors shall be a director and shall preside at
all meetings of the Board of Directors at which he shall be present, and shall
have such power and perform such duties as may from time to time be assigned to
him by the Board of Directors.
THE PRESIDENT/CHIEF EXECUTIVE OFFICER
Section 7
The president may or may not be the chief executive officer of the Corporation.
In the event that the President is not the Chief Executive Officer, the Chief
Executive Officer shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board of Directors, the Board of Directors shall
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall have the power to call special meetings of the stockholders or
of the Board of Directors or of the Executive Committee at any time.
Section 8
The President shall execute bonds, mortgages and other contracts, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
THE VICE-PRESIDENT(S)
Section 9
The vice-president or, if there shall be more than one, the vice-presidents in
the order determined by the Board of Directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10
The secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all the proceedings of the meetings of
the Corporation and of the Board of Directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or president, under whose
supervision he shall be.
Section 11
The assistant secretary or, if there be more than one, the assistant secretaries
in the order determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE CHIEF FINANCIAL OFFICER AND/OR TREASURER
Section 12
The chief financial officer and/or treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.
Section 13
The chief financial officer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and/or president
and the Board of Directors at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as treasurer and of
the financial condition of the Corporation.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1
Section 102 of the Delaware General Corporation Law permits a corporation to
eliminate the personal liability of its directors or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except where the
director breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. Our by-laws provides
that no director shall be personally liable to us or our stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty.
Section 2
Section 145 of the Delaware General Corporation Law provides that a corporation
has the power to indemnify a director, officer, employee or agent of the
corporation and certain other persons serving at the request of the corporation
in related capacities against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlements actually and reasonably incurred by the
person in connection with an action, suit or proceeding to which he or she is
party or is threatened to be made a party by reason of such position, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, in any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful, except that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or other
adjudicating court determines that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 3
The Corporation shall, to the maximum extent and in the manner permitted by the
Delaware General Corporation Law as the same now exists or may hereafter be
amended, indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit,
or proceeding in which such person was or is a party or is threatened to be made
a party by reason of the fact that such person is or was a director or officer
of the Corporation. For purposes of this Section 1, a "director" or "officer" of
the Corporation shall mean any person (i) who is or was a director or officer of
the Corporation, (ii) who is or was serving at the request of the Corporation as
a director or officer of another Corporation, partnership, joint venture, trust
or other enterprise, or (iii) who was a director or officer of a Corporation
which was a predecessor Corporation of the Corporation or of another enterprise
at the request of such predecessor Corporation.
Section 4
The Corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
Board of Directors of the Corporation.
Section 5
The Corporation shall pay the expenses (including attorney's fees) incurred by a
director or officer of the Corporation entitled to indemnification hereunder in
defending any action, suit or proceeding referred to in this Section 1 in
advance of its final disposition; provided, however, that payment of expenses
incurred by a director or officer of the Corporation in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by the director or officer to repay all amounts advanced if it
should ultimately be determined that the director of officer is not entitled to
be indemnified under this Section 1 or otherwise.
Section 6
The rights conferred on any person by this Article shall not be exclusive of any
other rights which such person may have or hereafter acquire under any statute,
provision of the Corporation's Certificate of Incorporation, these Bylaws,
agreement, vote of the stockholders or disinterested directors or otherwise.
Section 7
Any repeal or modification of the foregoing provisions of this Article shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.
INDEMNIFICATION OF OTHERS
Section 8
The Corporation shall have the power, to the maximum extent and in the manner
permitted by the Delaware General Corporation Law as the same now exists or may
hereafter be amended, to indemnify any person (other than directors and
officers) against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending or completed action, suit, or proceeding, in which such
person was or is a party or is threatened to be made a party by reason of the
fact that such person is or was an employee or agent of the Corporation. For
purposes of this Section 2, an "employee" or "agent" of the Corporation (other
than a director or officer) shall mean any person (i) who is or was an employee
or agent of the Corporation, (ii) who is or was serving at the request of the
Corporation as an employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was an employee or agent of a
Corporation which was a predecessor Corporation of the Corporation or of another
enterprise at the request of such predecessor Corporation.
D&O INSURANCE
Section 9
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of the Delaware General Corporation
Law.
ARTICLE XI
CERTIFICATES FOR SHARES
Section 1
The shares of common stock of the Corporation shall be represented by
certificates signed by the chairman of the board or the president or chief
executive officer or the secretary or chief financial officer or such other
officer as the Board of Directors of the Corporation shall determine. When the
Corporation is authorized to issue shares of more than one class there shall be
set forth upon the face or back of the certificate, or the certificate shall
have a statement that the Corporation will furnish to any shareholder upon
request, the designation, relative rights, preferences and limitations of each
such series so far as the same have been fixed and the authority of the Board of
Directors to designate and fix the relative rights, preferences and limitations
of other series.
Section 2
The signatures of the officers of the Corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or an employee of the
Corporation. In case any officer who has signed or whose facsimile signature has
been placed upon a 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 issue.
LOST CERTIFICATES
Section 3
The Board of Directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the Corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4
Upon surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate cancelled and the
transaction recorded upon the books of the Corporation.
FIXING RECORD DATE
Section 5
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of any meeting nor more than sixty days prior to
any other action. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the board fixes a new record date for the adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6
The Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
LIST OF SHAREHOLDERS
Section 7
A list of shareholders as of the record date, certified by the corporate officer
responsible for its preparation or by a transfer agent, shall be produced at any
meeting upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.
ARTICLE XII
GENERAL PROVISIONS
DIVIDENDS
Section 1
Subject to the provisions of the Certificate of Incorporation relating thereto,
if any, dividends may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in shares of
the capital stock or in the Corporation's bonds or its property, including the
shares or bonds of other Corporations subject to any provisions of law and of
the Certificate of Incorporation.
Section 2
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3
All checks or demands for money and notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
FISCAL YEAR
Section 4
The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE XIII
AMENDMENTS
Section 1
These by-laws may be amended or repealed or new by laws may be adopted at any
regular or special meeting of shareholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote in the
election of any directors, provided notice of the proposed alteration, amendment
or repeal be contained in the notice of such meeting.
ARTICLE XIV
No contract or transaction shall be void or voidable if such contract or
transaction is between the Corporation and one or more of its Directors or
Officers, or between the Corporation and any other Corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are Directors or Officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the board or
committee which authorizes the contract or transaction or his/her votes are
counted for such purpose, if:
(a) the material facts as to his/her relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(b) the material facts as to his/her relationship or relationships or interest
and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the time its
is authorized, approved or ratified, by the Board of Directors, a committee or
the shareholders. Such interested directors may be counted when determining the
presence of a quorum at the Board of Directors or committee meeting authorizing
the contract or transaction.
Dated: August 18, 2014
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
OF
ADB INTERNATIONAL GROUP, INC.
The undersigned certifies:
1. That the undersigned is the duly appointed Chief Financial Officer of ADB
International Group, Inc., a Delaware Corporation (the "Corporation"); and
2 That the foregoing Bylaws constitute the Bylaws of the Corporation as duly
adopted by the Board of Directors of the Corporation on August 18, 2014.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation as of August 18, 2014.
/s/: Ron Weissberg
Ron Weissberg
Chairman and Chief Financial Officer