EXHIBIT 3.3
BYLAWS
OF
MY ACTIVE DATE, INC.
1.OFFICES
Section 1. The principal offices of the corporation in the State of Wyoming shall be located in Laramie, Wyoming. The corporation may have such other offices either within or without the State of Wyoming, as the Board of Directors may designate or as the business of the corporation may require from time to time.
2.SHAREHOLDERS
Section 2. Annual Meetings. The annual meeting of the shareholders shall be held during the months of June, July or August of each year, at such time and place as the President, Vice President or Secretary shall designate, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meetings.
Section 4. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wyoming, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wyoming, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Wyoming.
Section 5. Notice of Meeting. Written or printed notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling 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.
Section 6. Closing of Transfer Books or Fixing of Record Date. For 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, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days 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 fifty days and, in case of a meeting of shareholders, not less than ten 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 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.
Section 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 ate 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 notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote 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. No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 9. 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 By-Laws 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.
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 or held by it in
a fiduciary capacity shall not be voted, directly or indirectly, at
any meeting, and shall not be counted in determining the total number
of outstanding shares at any given time.
Section 10. Voting. At each election for Directors every shareholder
entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many
persons as there are Directors to be elected, or to cumulate his votes
by giving one candidate as many votes as the number of such Directors
multiplied by the number of his shares shall equal, or by distributing
such votes on the same principle among any number of such candidates.
Section 11. Informal Action by Shareholders. 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 all of the shareholders entitled to vote with
respect to the subject matter thereof.
BOARD OF DIRECTORS
Section 12. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 13. Number, Tenure and Qualifications. The number of Directors
of the corporation shall be three. Each Director shall hold office
until the next annual or special meeting of shareholders at which a
new Board of Directors is elected and until his successor shall have
been elected and qualified. Directors need not be residents of Wyoming
or shareholders of the corporation.
Section 14. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law
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, either within or without Wyoming for the holding of
additional regular meetings without other notice than such resolution.
Section 15. 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 any place, either within or
without the State of Wyoming as the place for holding any special
meeting of the Board of Directors called by them.
Section 16. Notice. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered
personally or by telegram to each Director or mailed to each Director
at his business address at least five days previously thereto. If
mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
Director 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. 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 17. Quorum. A majority of the number of Directors fixed by
Section 13 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.
Section 18. 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.
Section 19. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of shareholders
called for that purpose.
Section 20. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from
serving the corporation in any other capacity and receiving
compensation therefor.
Section 21. 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 into the minutes
of the meeting or unless he shall file his written dissent to such
action with the person acting as the 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 a
Director who voted in favor of such action.
Section 22. Informal Action by Directors. Any action required to be
taken at a meeting of the Directors, or any other action which may be
taken at a meeting of the Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors with respect to the subject matter
thereof.
OFFICERS
Section 23. Number. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors. One or more Vice-Presidents (the number
thereof to be determined by the Board of Directors) and such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the-Board of Directors. Any two or more
offices may be held by the same person, except the offices of
President and Secretary.
Section 24. 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 meeting, such
election shall be held as soon thereafter as conveniently may be. Each
officer 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.
Section 25. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever
in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 26. Vacancies. 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.
Section 27. President. The President 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. He may
sign, with the Secretary, Assistant 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 By-Laws 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.
Section 28. The Vice-Presidents. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-
President (or in the event there be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their election,
or in the absence of any designation, then in the order of their
election, if there be a 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. Any Vice-President
may sign, with the Secretary or an Assistant Secretary, certificates
for shares of the corporation; and shall perform such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
Section 29. The Secretary. The Secretary shall: (A) keep the minutes
of the shareholders and of the Board of Directors meetings in one or
more books provided for that purpose; (B) see that all notices are
duly given in accordance with the provisions of these By-Laws 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, or
a Vice 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 (G) in general perform all duties
incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of
Directors.
Section 30. The Treasurer. 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 surety or sureties as the Board of Directors
shall determine. He shall: (A) have charge and custody of and be
responsible for all funds and securities of the corporation; 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; and (B) in general perform all of the duties
incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the President or by the Board of
Directors.
Section 31. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President or a Vice-President certificates for shares of
the corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 32. 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.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 33. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 34. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Section 35. Checks, Drafts, etc. 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.
Section 36. 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.
MISCELLANEOUS
Section 37. 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
or a Vice-President and by the Secretary or an Assistant Secretary.
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 cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of
Directors may prescribe
Section 38. 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.
Section 39. 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.
Section 40. Seal. The Board of Directors shall provide a corporate
seal which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation and the
words, "Corporate Seal."
Section 41. Waiver of Notice. Whenever any notice is required to be
given to any shareholder or Director of the corporation under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of the Wyoming Business
Corporation Act, 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.
Section 42. Amendments. These By-Laws may be altered, amended or
repealed and new By-Laws may be adopted by the Board of Directors at
any regular or special meeting of the Board of Directors.
