Attached files
Exhibit
3.2.1
BY-LAWS
OF
HotApp Blockchain Inc.
A DELAWARE GENERAL CORPORATION
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
Section 1. The registered office of the corporation in the
State of Delaware shall be at 25 Greystone Manor, in the city of
Lewes, County of Sussex. The registered agent in charge thereof
shall be Harvard Business Services, Inc.
Section 2. The corporation may also have offices at such
other places as the Board of Directors may from time to time
designate, in any State or Country around the world.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words “Corporate Seal, Delaware”.
ARTICLE III - STOCKHOLDERS’ MEETINGS
Section 1. Meetings of stockholders may be held at any
place, either within or without the State of Delaware in the USA,
or in any other place in the world, as may be selected from time to
time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the
stockholders shall be held on the second day of January of each
year if not on a legal holiday, and if a legal holiday, then on the
next secular day following at 9 o’clock a.m., when the
stockholders shall elect Directors and transact such other business
as may properly be brought before the meeting. If the annual
meeting for the election of directors is not held on the date
designated, the directors shall cause the meeting to be held on
another date, at their convenience.
Section 3. Election of Directors: Elections of the Directors
of the corporation need not be by written ballot, in accordance
with the Delaware General Corporation Law (DGCL).
Section 4. Special Meetings: Special meetings of the
stockholders may be called at any time by the president, or the
Board of Directors, or stockholders entitled to cast at least
one-fifth of the votes which all stockholders are entitled to cast
at the particular meeting. Upon written request of any person or
persons who have duly called a special meeting, it shall be the
duty of the secretary to fix the date, place and time of the
meeting, to be held not more than thirty days after the receipt of
the request, and to give due notice thereof to all the persons
entitled to vote at the meeting.
Business
at all special meetings shall be confined to the objects stated in
the call and the matters germane thereto, unless all stockholders
entitled to vote are present and consent.
Written
notice of a special meeting of stockholders stating the time and
place of the meeting, and the object thereof, shall be given to
each stockholder entitled to vote at least 15 days prior, unless a
greater period of notice is required by statute in a particular
case.
Section 5. Quorum: A majority of the outstanding shares of
the corporation entitled to vote, represented in a person or by
proxy, shall constitute a quorum at a meeting of stockholders. If
less than a majority of the outstanding shares entitled to vote is
represented at a meeting, a majority of the shares so represented,
may adjourn the meeting at anytime without further notice. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another
person or persons to act for him by proxy, but no such proxy shall
be voted or acted upon after one year from its date, unless the
proxy provides for a longer period, as allowable by
law.
A duly
executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy
may be irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the place,
date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called.
Unless
otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such
meeting.
Section 8. Consent In Lieu of Meetings: Any action required
to be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or
special meeting of such 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, shall be signed by the
holders of outstanding 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. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented
in writing.
Section 9. List of Stockholders: The officer who has charge
of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting arranged in alphabetical order,
and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. No share of
stock of which any installment is due and unpaid shall be voted at
any meeting. The list shall not be open to the examination of any
stockholder, for any purpose, except as required by Delaware law.
The list shall be kept either at a place within the city where the
meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors. The Board of Directors
may consist of 1 to 9 members, as may be determined by the Board
from time to time. Each director shall be elected for a term of one
year, and until his successor shall qualify or until his earlier
resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board
of Directors shall be held without notice according to the schedule
of the regular meetings of the Board of Directors which shall be
distributed to each Board member at the first meeting each year.
The regular meetings shall be held either at the registered office
of the corporation, or at such other place as shall be determined
by the Board. Regular meetings, in excess of the one Annual meeting
(Art. III Sec. 2) shall not be required if deemed unnecessary by
the Board.
Section 3. Special Meetings: Special meetings of the Board
of Directors may be called by the Chairman of the Board of
Directors on 5 days notice to all directors, either personally or
by mail, courier service, E-Mail or telecopy; special meetings may
be called by the President or Secretary in like manner and on like
notice by written request to the Chairman of the Board of
Directors.
Section 4. Quorum: A majority of the total number of
directors shall constitute a quorum of any regular or special
meetings of the Directors for the transaction of
business.
Section 5. Consent of Lieu of Meeting: Any action required
or permitted to be taken at any meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. The Board of
Directors may hold its meetings, and have an office or offices
anywhere in the world, within or outside of the state of
Delaware.
Section 6. Conference Telephone: Directors may participate
in a meeting of the Board, of a committee of the Board or of the
stockholders, by means of voice conference telephone or video
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other. Participation in this manner shall constitute presence in
person at such meeting.
Section 7. Compensation: Directors as such shall not receive
any stated salary for their services, but by resolution of the
Board, a fixed sum per meeting and any expenses of attendance, may
be allowed for attendance at each regular or special meeting of the
Board. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefore.
Section 8. Removal: A director may be removed, with or
without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, in accordance with
the laws of Delaware.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the Board of Directors. They shall be President,
Secretary, Treasurer, one or more Vice Presidents and such other
officers as the Board of Directors shall deem necessary. The Board
of Directors may also choose a Chairman from among it’s own
members. Any number of offices may be held by the same
person.
Section 2. Salaries: Salaries of all officers and agents of
the corporation shall be determined and fixed by the Board of
Directors.
Section 3. Term of Office: The officers of the corporation
shall serve at the pleasure of the Board of Directors and shall
hold office until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be
removed by the Board of Directors whenever, in its judgment, the
best interest of the corporation will be served
thereby.
Section 4. President: The president shall be chief executive
officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he shall have general and active
management of the business of the corporation. He shall be
EXOFFICIO a member of all committees, and shall have the general
power and duties of supervision and management, as defined by the
Board of Directors.
Section 5. Secretary: The Secretary shall attend all
sessions of the board and all meetings of the stockholders and act
as clerk thereof, and record all votes of the corporation and the
minutes of all its transactions in a book to be kept for that
purpose, and shall perform like duties for all the committees of
the Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board
of Directors, and such other duties as may be prescribed by the
Board of Directors or President, under whose supervision shall be.
He shall keep in safe custody the corporate seal of the
corporation, and when authorized by the Board, affix the same to
any instrument requiring it.
Section 6. Treasurer: The treasurer shall have 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 keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings of
the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall be
filed by the Board of Directors. Vacancies and newly created
directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in
office, although less than a quorum, or cause, the corporation
should have no directors in office, then any officer or other
fiduciary entrusted with like responsibility for the person or
estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of these by-laws.
Section 2. Resignations Effected at Future Date: When one or
more directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including those
who have resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by
attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours
of business to inspect for any proper purpose the
corporation’s stock ledger, a list of its stockholders, and
its minute of Stockholder meetings for the past two years. A proper
purpose shall mean a purpose reasonably related to such
person’s interest as a stockholder. In every instance where
an attorney or other agent shall be the person who seeks the right
to inspection, the demand under oath shall be accompanied by a
power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The
demand under oath shall be directed to the corporation at its
registered office or at its principal place of
business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the Stock Transfer Ledger and
transfer books of the corporation as they are issued. They shall
bear the corporate seal and shall be signed by the President and
the Secretary.
Section 2. Transfers: Transfers of the shares shall be made
on the books of the corporation upon surrender of the certificates
therefore, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be
made which is inconsistent with applicable law.
Section 3. Lost Certificate: The corporation may issue a new
stock certificate in place of any certificate theretofore signed by
it, alleged to have been lost, stolen, or destroyed.
Section 4. Record Date: In order that the corporation may
determine stockholders entitled to notice of or to vote at any
meeting of stockholders on any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty days prior to any
other action.
If no
record date is fixed:
(a) The
record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is
given, or, if the notice is waived, at the close of the business on
the day next preceding the day on which the meeting is
held.
(b) The
record date for which determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the
day on which the first written consent is expressed.
(c) The
record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(d) A
determination of stockholders of record entitled to notice of or
vote at a meeting of stockholders shall apply to any adjournment of
the meeting: provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and
pay dividends upon the outstanding shares of the corporation from
time to time and to such extent as they deem advisable, in the
manner and upon the terms and conditions provided by statute and
the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there
may be set aside out of the net profits of the corporation 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 the
property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in the
manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes
of the corporation shall be signed by such officer or officers as
the Board of Directors may from time to time
designate.
Section 2. Fiscal Year: The fiscal year shall begin on the
first day of January of every year, unless this section is amended
according to Delaware Law.
Section 3. Notice: Whenever written notice is required to be
given to any person, it may be given to such a person, either
personally or by sending a copy thereof through the mail, or by
telecopy (FAX), or by telegram, charges prepaid, to his address
appearing on the books of the corporation of the corporation, or
supplied by him to the corporation to have been given to the person
entitled thereto when deposited in the United States mail or with a
telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of meeting and, in the case of a
special meeting of stockholders, the general nature of business to
be transacted.
Section 4. Waiver of Notice: Whenever any written notice is
required by statue, or by Certificate or the by-laws of this
corporation a waiver thereof in writing, signed by the person or
persons entitled to such a notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Except in the case of a special meeting of stockholders,
neither the business to be transacted nor the purpose of the
meeting need be specified in the waiver of notice of such meeting.
Attendance of a person either in person or by proxy at any meeting
shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting was lawfully
convened.
Section 5. Disallowed Compensation: Any payments made to an
officer or employee of the corporation such as a salary,
commission, bonus, interest, rent, travel or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the
full extent of such disallowance. It shall be the duty of the
directors, as a Board, to enforce payment of each amount disallowed
In lieu of payment by the officer or employee, subject to the
determination of the directors, proportionate amounts may be
withheld from his future compensation payments until the amount
owed to the corporation has been recovered.
Section 6. Resignations: Any director or other officer may
resign at any time, such resignation to be in writing, and to take
effect from the time of its receipt by the corporation, unless some
time to be fixed in the resignation and then from that date. The
acceptance of a resignation shall not be required to make it
effective.
ARTICLE X - LIABILITY
Section 1. The personal liability of the founders is limited
to the amount of money put into the corporation. Stockholder
liability is limited to the stock held in the
corporation.
Section 2. The directors’ liability is limited
according to Article X of the certificate of incorporation, which
state that it shall be limited to the fullest extent of current
Delaware Law.
ARTICLE XI - AMENDMENTS
Section 1. These Bylaws may be altered or amended and new
Bylaws may be adopted by the shareholders at any annual or special
meeting of the shareholders or by the Board of Directors at any
regular or special meeting of the Board of Directors; except that,
if such action is to be taken at a meeting of the shareholders,
notice of the general nature of the proposed change in the Bylaws
shall have been given in the notice of the meeting.
*************