EXHIBIT 3.3
BYLAWS OF CORPORATION
BYLAWS
(GENERAL)
OF PRINCIPAL SOLAR, INC
(HEREINAFTER “CORPORATION”)
STATE OF DELAWARE
ARTICLE I
OFFICES
The principal office of the Corporation in the state of Delaware shall be located in county of
Kent. The Corporation may have such other offices, either within or without the state of
Delaware, as the board of directors (hereinafter “Board of Directors”) may designate or as the
business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
1. ANNUAL MEETING
The annual meeting of the shareholders shall be held on the first (1st) day in the month of
December in each year (unless a holiday or weekend, then the following business day),
beginning with the year 2012, at the hour of 10 o'clock a.m., for the purpose of electing
directors (hereinafter “Directors”) and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state
of Delaware, such meeting shall be held on the next succeeding business day. If the election
of Directors shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
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Special meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the president (hereinafter “President”) or by the
Board of Directors, and shall be called by the President at the request of the holders of not
less than Ten percent (10%) as per Title 1, Chapter 7, Section 211 of 2011 Delaware Code of
all the outstanding shares of the Corporation entitled to vote at the meeting.
3. PLACE OF MEETING
The Board of Directors may designate any place, either within or without the states of
Delaware or Texas, U.S.A., unless otherwise prescribed by statute, as the place of meeting
for any annual meeting or for any special meeting. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either within or without
the states of Delaware or Texas, U.S.A., unless otherwise prescribed by statute, as the place
for the holding of such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
4. NOTICE OF MEETING
Written 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 unless otherwise
prescribed by statute, be delivered not less than Ten (10) days nor more than Sixty (60) days
before the date of the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States
Mail, addressed to the shareholder at his address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid as per § 1.7.222 of 2011 Delaware Code.
5. CLOSING OF TRANSFER BOOKS OF EXISTING RECORD
The purpose of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other proper purpose,
the Board of Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case Sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to notice of or to
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immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifteen (15) days and, in case of a
meeting of shareholders, not less than five (5) days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which the notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS
The officer or agent having charge of the stock transfer books for shares of the Corporation
shall make a complete list of the shareholders entitled to vote at each meeting of shareholders
or any adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof.
7. QUORUM
A majority of the outstanding shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. 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 noticed. The
shareholders present at a duly organized meeting may continue to transact business until
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quorum.
8. PROXIES
At all meetings of shareholders, a shareholder may vote in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the secretary of the Corporation before or at the time of the meeting. A meeting of
the Board of Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can hear each
other and participation in a meeting under such circumstances shall constitute presence at the
meeting.
9. VOTING OF SHARES
Each outstanding share entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
10. VOTING OF SHARES BY CERTAIN HOLDERS
Shares standing in the name of another corporation may be voted by such officer, agent, or
proxy as the bylaws of such corporation may prescribe or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an administrator,
executor, guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of a trustee may
be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as per § 1.7.215 of 2011
Delaware Code, Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed. A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been transferred into the name of
the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly,
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shares at any given time.
11. INFORMAL ACTION BY SHAREHOLDERS
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 if a consent in writing, setting forth the action so taken, shall be
signed by a majority of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its Board of Directors.
2. NUMBER, TENURE, AND QUALIFICATIONS
The number of Directors of the Corporation shall be fixed by the Board of Directors, but in
no event shall be less than one (1). Each Director shall hold office until the next annual
meeting of shareholders and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS
A regular meeting of the Board of Directors shall be held without other notice than these
bylaws immediately after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of the President
or any two Directors. The person or persons authorized to call special meetings of the Board
of Directors may fix the place for holding any special meeting of the Board of Directors
called by them.
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5. NOTICE
Notice of any special meeting shall be given at least Two (2) days previous thereto by written
notice delivered personally or mailed to each director at his business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the United States
Mail so addressed, with postage thereon prepaid, as per § 8.1.141 of 2011 Delaware Code, If
notice is given by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Directors may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
6. QUORUM
A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
7. MANNER OF ACTING
The act of the majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
8. ACTION WITHOUT A MEETING
Any action that may be taken by the Board of Directors at a meeting may be taken without a
meeting if consent in writing, setting forth the action so to be taken, shall be signed before
such action by all of the Directors.
9. VACANCIES
Vacancies on the board of directors may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, except that a vacancy created by
the removal of a director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote represented at a
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majority of the outstanding shares entitled to vote, unless otherwise provided by law as Per §
8.1.142 of 2011 Delaware Code. Each director so elected shall hold office until the next
annual meeting of the shareholders and until a successor has been elected and qualified.
A vacancy or vacancies on the board of directors shall be deemed to exist in the event of the
death, resignation or removal of any director, or if the board of directors by resolution
declares vacant the office of a director who has been declared of unsound mind by an order
of court or who has been convicted of a felony, or if the authorized number of directors is
increased or if the shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the number of directors to be elected at such meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies
not filled by the directors but any such election by written consent shall require the consent
of a majority of the outstanding shares entitled to vote.
Any director may resign effective on giving written notice to the chairman of the board, the
president/CEO, the secretary or the board of directors, unless the notice specifies a later time
for that resignation to become effective. If the resignation of a director is effective at a later
time, the board of directors may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of directors shall have the effect of removing any
director before the expiration of such director’s term of office.
10. COMPENSATION
By resolution of the Board of Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated salary as
Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No
such payment shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.
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11. PRESUMPTION OF ASSENT
A Director of the Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary (hereinafter “Secretary”)
of the meeting before the adjournment thereof, or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to Director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. NUMBER
The officers of the Corporation shall be a chief executive officer (CEO), a president, a chief
operating officer (COO), an Executive vice president (EVP), a secretary, and a treasurer and
chief financial officer (CFO). The corporation may also have, at the discretion of the board of
directors, a chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers and such other officers as may be appointed in
accordance with the provisions of Section 2 of this Article IV. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the Board of
Directors, including a chairman (hereinafter “Chairman”) of the board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine any office
except those of President and Secretary. Any two or more offices may be held by the same
person, except for the offices of President and Secretary which may not be held by the same
person. Officers may be Directors or shareholders of the Corporation as per § 8.1.143 of
2011 Delaware Code.
2. ELECTION AND TERM OF OFFICE
The officers of the Corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not be held at such
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shall hold office until his successor shall have been duly elected and shall have qualified, or
until his death, or until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL AND VACANCIES
Any officer or agent may be removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights, and such appointment shall be
terminable at will. A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of Directors for the unexpired
portion of the term.
4. CHIEF EXECUTIVE OFFICER AND PRESIDENT
The Chief Executive Officer shall be the principal executive officer of the Corporation and,
subject to the control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless there is a Chairman of the board in
which case the Chairman shall preside. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws to some other officer or agent of the Corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of Directors from time
to time.
A President may be appointed by the Board to serve is some or all of the duties as specified
for the Chief Executive Officer. Absent such separate appointment, the chief executive
officer may also be held out as the president of the Corporation.
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5. VICE PRESIDENT
In the absence of the President or in event of his death, inability, or refusal to act, the Vice
President shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the President or by
the Board of Directors. If there is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each Vice President shall succeed to the
duties of the President in order of date of election, the earliest date having the first rank.
6. SECRETARY
The Secretary shall:
a. Keep the minutes of the proceedings of the shareholders and of the Board of Directors in
one or more minute books provided for that purpose;
b. See that all notices are duly given in accordance with the provisions of these bylaws or as
required by law;
c. Be custodian of the corporate records and of the seal of the Corporation and see that the
seal of the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized;
d. Keep a register of the post office address of each shareholder which shall be furnished to
the Secretary by such shareholder;
e. Sign with the President certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors;
f. Have general charge of the stock transfer books of the Corporation; and
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as from time to time may be assigned to him by the President or by the Board of
Directors.
7. TREASURER OR CHIEF FINANCIAL OFFICER
The Treasurer (or Chief Financial Officer) shall:
a. Have charge and custody of and be responsible for all funds and securities of the
Corporation;
b. Receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected in accordance with the
provisions of Article VI of these bylaws; and
c. In general perform all of the duties incident to the office of Treasurer (or CFO) and such
other duties as from time to time may be assigned to him by the President or by the Board
of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such sureties as the Board of
Directors shall reasonably determine.
8. SALARIES
The salaries of the officers shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason of the fact that he is also a
Director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its Directors, officers, and employees as follows:
a. Every Director, officer, or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel fees, reasonably incurred
by or imposed upon him in connection with any proceeding to which he may be made a
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officer, employee, or agent of the Corporation or any settlement thereof, whether or not he is
a Director, officer, employee, or agent at the time such expenses are incurred, except in such
cases wherein the Director, officer, or employee is adjudged guilty of willful nonfeasance,
misfeasance, or malfeasance in the performance of his duties; provided that in the event of a
settlement the indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the Corporation.
b. The Corporation shall provide to 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 the Corporation, partnership, joint venture, trust, or enterprise,
the indemnity against expenses of suit, litigation, or other proceedings which is specifically
permissible under applicable law.
c. The Board of Directors may, in its discretion, direct the purchase of liability insurance by
way of implementing the provisions of this Article V.
ARTICLE VI
CHECKS, DEPOSITS CONTRACTS, AND LOANS
1. CHECKS
All checks, drafts, or other orders for the payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
2. DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies, or other depositories as the
Board of Directors may select.
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The board of directors, except as otherwise provided in these By-Laws, may authorize any
officers, agent or agents to enter into any contract or execute any instrument in the name of
and for the corporation, and such authority may be general or confined to specific instances;
and, unless so authorized or ratified by the board of directors or within the agency power of
any officer, no officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render it liable for any
purpose or in any amount. Notwithstanding the foregoing, the CEO, Executive vice
president, and CFO of the corporation, acting alone with no countersignature required, are
specifically authorized to enter into any contract or execute any instrument in the name of
and for the corporation, and has the specific power and authority to bind the corporation by
any contract and engagement and to pledge its credit and render the corporation liable for any
purpose or in any amount.
4. LOANS
The board of directors, except as otherwise provided in these By-Laws, may impose
monetary and term guidelines on the authority of the Corporation’s officers or agents to
contract loans or other indebtedness on behalf of the Corporation.
5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The CEO/President, any vice president or any person either authorized by the board of
directors or by any of the foregoing designated officers is authorized to vote on behalf of the
Corporation any and all shares of any other corporation or corporations standing in the name
of the Corporation. The authority granted to such officers to vote or represent on behalf of
the Corporation any and all shares held by the Corporation in any other corporation or
corporations may be exercised by any of such officers in person or by any person authorized
to do so by a proxy duly executed by such officers.
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CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES
Certificates representing shares of the Corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be signed by the President and
by the Secretary or by such other officers authorized by law and by the Board of Directors so
to do, and sealed with the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Corporation. All certificates surrendered to the Corporation
for transfer shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and canceled, except that
in case of a lost, destroyed, or mutilated certificate, a new one may be issued upon such terms
and indemnity to the Corporation as the Board of Directors may prescribe.
2. TRANSFER OF SHARES
Transfer of shares of the Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes. Provided, however, that upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any
shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S
Corporation status, said restriction on transfer shall be made a part of the bylaws so long as
said agreement is in force and effect.
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Except as provided in this Section 3, no new certificate for shares shall be issued to replace
an old certificate unless the latter is surrendered to the corporation and cancelled at the same
time. The board of directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorized the issuance of a replacement certificate on
such terms and conditions as the board may require, including a provision for
indemnification of the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including any expense
or liability, on account of the alleged loss, theft or destruction of the certificate or the
issuance of the replacement certificate.
ARTICLE VIII
BOOKS AND REPORTS
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.
The Corporation shall keep at its principal executive offices or at the office of its transfer
agent or registrar, if either be designated and as determined by resolution of the board of
directors, a record of its shareholders, giving the names and addresses of all shareholders and
the number and class of shares held by each shareholder. A shareholder or shareholders of
the corporation holding at least 5% in the aggregate of the outstanding voting shares of the
Corporation may (i) inspect and copy the record of shareholders’ names and addresses and
share holdings during usual business hours, on five days prior written demand on the
Corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and
on the tender of such transfer agent’s usual charges for such list, a list of the names and
addresses of the shareholders who are entitled to vote for the election of directors, and their
share holdings, as of the most recent record date for which such list has been compiled or as
of a date specified by such shareholder or shareholders after the date of demand. Such list
shall be made available to any such shareholder by the transfer agent on or before the later of
five days after the demand is received or the date specified in the demand as the date as of
which such list is to be compiled. The record of shareholders shall also be open to inspection
on the written demand of any shareholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder’s interests as a
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this Section 1 may be made in person or by an agent or attorney of the shareholder or a
holder of a voting trust certificate making the demand.
2. MAINTENANCE AND INSPECTION OF BY-LAWS
The Corporation shall keep at its principal executive office or, if its principal executive office
is not in the State of Texas, at its principal business office in the State of Texas, the original
or a copy of these By-Laws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal executive office of
the Corporation is outside the State of Texas and the corporation has no principal business
office in the State of Texas, the secretary shall, upon the written request of any shareholder,
furnish to such shareholder a copy of these By-Laws as amended to date.
3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books and records and minutes of proceedings of the shareholders and the
board of directors shall be kept at such place or places as may be designated by the board of
directors or, in the absence of such designation, at the principal executive office of the
Corporation. The minutes shall be kept in written form and the accounting books and records
shall be kept either in written form or in any other form capable of being converted into
written form. The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related to the holder’s
interests as a shareholder or as a holder of a voting trust certificate. The inspection may be
made in person or by an agent or attorney and shall include the right to copy and make
extracts. The rights of inspection set forth in this Section 3 shall extend to the equivalent
records of each subsidiary corporation of the corporation.
4. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect all books,
records and documents of every kind and the physical properties of the Corporation and each
of its subsidiary corporations. Such inspection by a director may be made in person or by an
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all documents.
5. ANNUAL REPORT TO SHAREHOLDERS
The annual report to shareholders is expressly dispensed with, but nothing herein shall be
interpreted as prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders of the corporation as they consider appropriate.
6. FINANCIAL STATEMENTS
A copy of any annual financial statement and any income statement of the Corporation for
each quarterly period of each fiscal year, and any accompanying balance sheet of the
Corporation as of the end of each such period, that has been prepared by the Corporation
shall be kept on file in the principal executive office of the Corporation for 12 months and
each such statement shall be exhibited at all reasonable times to any shareholder demanding
an examination of any such statement or a copy shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least 5% of the outstanding shares of any class of
stock of the Corporation makes a written request to the Corporation for an income statement
of the Corporation for the three-month, six- month or nine-month period of the then current
fiscal year ending more than 30 days before the date of the request and a balance sheet of the
Corporation as of the end of such period, the chief financial officer shall cause such
statement to be prepared, if not already prepared, and shall deliver personally or mail such
statement to the person making such request within 30 days after the receipt of such request.
If the Corporation has not sent to the shareholders its annual report for the last fiscal year,
this report shall likewise be delivered or mailed to the shareholder or shareholders within 30
days after such request.
The Corporation shall also, on the written request of any shareholder, mail to the shareholder
a copy of the last annual, semi-annual or quarterly income statement which it has prepared
and a balance sheet as of the end of that period.
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accompanied by the report, if any, of any independent accountants engaged by the
Corporation or the certificate of an authorized officer of the corporation that the financial
statements were prepared without audit from the books and records of the Corporation.
7. INITIAL LIST AND RESIDENT AGENT
The corporation shall file with the Secretary of states of Delaware and Texas, as and when
required and on the prescribed form, the Initial List and Resident Agent Form in compliance
with Delaware and Texas statutes.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the January 1st of each year and end on
December 31st of each year.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions provided by law and
its Articles of Incorporation.
ARTICLE XI
CORPORATE SEAL
At the discretion of the Board of Directors, the Corporation may adopt a corporate seal, circular
in form, and shall have inscribed thereon the name of the Corporation and the state of
incorporation and the words, "Corporate Seal". No seal shall be necessary to make any contract
or undertaking valid.
Principal Solar, Inc (Delaware) Bylaws | 18 |
ARTICLE XII
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any
shareholder or Director of the Corporation under the provisions of these bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the applicable Business
Corporation Act, as Per§ 8.1.141 of 2011 Delaware Code, 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.
ARTICLEXIIT
AMENDMENTS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the
Board of Directors at any regular or special meeting of the Board of Directors.
Certification of Adoption of Bylaws
The above bylaws are certified to have been adopted by the Board of Directors of the
Corporation on the 30th day of September, 2012.
/s/ David Cary
David Cary, Corporate Secretary
Principal Solar, Inc (Delaware) Bylaws | 19 |