BYLAWS
of
BRIA Communications Corporation
ARTICLE I
Offices
In addition to the registered office of the Corporation located within
the State of New Jersey, the Corporation may also have offices at such other
places within or without the State of New Jersey as the Board of Directors may
from time to time designate, or the business of the Corporation may require.
ARTICLE II
Seal
The Corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization, and the words "Corporate Seal, New Jersey." Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced, or otherwise used.
ARTICLE III
Stockholders' Meetings
Section 1. Annual Meeting. All meetings of the stockholders shall be
held at the principal office of the Corporation as designated from time to time
by the Board of Directors or at such other location, within or without the State
of New Jersey, as designated by the Board of Directors and as stated in the
notice of the meeting.
Section 2. Date and Time. An annual meeting of stockholders shall be
held on the third Tuesday of May in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following, at ten o'clock A.M., when
they shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Quorum. The holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite for and shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by law or by the Certificate of Incorporation or by these
Bylaws. If, however, such majority shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or by proxy, shall have power to adjourn the meeting from time to time
with notice, until the requisite amount of voting stock shall be present or
represented. At such adjourned meeting at which the requisite amount of voting
stock shall be present or represented, any business may be transacted which
might have been transacted at the original meeting.
When a quorum is present at any meeting, the vote of the holders of a
majority or the majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation or by these Bylaws a different vote is
required, in which case such express provision shall govern and control the
decision of such question. When calculating vote totals the amount of shares
abstaining from voting upon the question before the shareholders at such meeting
shall not be counted in the calculation of the total votes.
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Section 4. Voting. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney. No proxy shall be voted on after three years from
its date unless said proxy provides for a longer period. Each stockholder shall
be entitled at every meeting of the Corporation to one vote for every share of
stock, having voting power, standing in his name on the books of the Corporation
and, except where the transfer books of the Corporation shall have been closed
or a date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
Corporation within twenty days next preceding such election. The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting, shall be by ballot. All elections shall be had and all
questions decided by a plurality of the votes cast.
Section 5. Notice of Meetings. The notice of each meeting of the
stockholders shall be in writing and shall be given by the President, a
Vice-President, the Secretary or an Assistant Secretary. Such notice shall state
the purpose or purposes for which the meeting is called and the time when and
the place where it is to be held, and a copy thereof shall be served, either
personally or by mail, upon each stockholder of record entitled to vote at such
meeting, and upon each stockholder who, by reason of any action proposed at such
meeting, would be entitled to have his stock appraised if such action were
taken, not less than ten (10) nor more than fifty (50) days before the meeting.
If mailed, such notice shall be directed to a stockholder at his address as it
appears on the stock register unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request.
Section 6. Stockholder List. A full, true and complete list, in
alphabetical order, of all stockholders entitled to vote at the ensuing election
of directors, and the post office address and the number of shares held by each,
shall be prepared by the Secretary and filed in the principal office of the
Corporation, at least ten days before every election, and shall at all times,
during the usual hours for business, and during the whole time of said election,
be open to the examination of any stockholder.
Section 7. Special Meetings. Special meetings of the stockholders, for
any purpose, or purposes, unless otherwise prescribed by statute, may be held at
the same place or places as is hereinabove prescribed for annual meetings, upon
call by the President, and such meetings shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of stockholders owning twenty percent (20%) of the
outstanding capital stock. Such request shall state the purpose or purposes of
the proposed meeting and business transacted thereat shall be confined to the
objects so stated and matters germane thereto.
ARTICLE IV
Directors
Section 1. Board of Directors. Subject to the provisions of the
Certificate of Incorporation, the properties, business and affairs of the
Corporation shall be managed by a Board of Directors composed of such number of
directors, not less than one nor more than seven members, as may be determined
from time to time by resolution of the Board of Directors.
Directors need not be stockholders of the Corporation.
Section 2. Election and Term of Office. The directors shall be elected
at the annual meeting of the stockholders, and, subject expressly to the right
of removal provided for in Section 7 or this Article IV, each director shall be
elected to serve until his successor shall be elected and shall qualify, or
until his resignation in writing has been filed with the Secretary of the
Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of stockholders. The Board of
Directors may provide the time and place, either within or without the State of
New Jersey, for the holding of additional regular meetings.
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Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the President on two days' notice to each director, personally,
or by mail, telephone, facsimile, to the address of each director as recorded on
the books of the Corporation; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors. Unless otherwise provided by the Board of Directors, special meetings
shall be held at the place designated in the notice of the meeting.
Section 5. Quorum and Vote. At all meetings of the Board of Directors a
majority of the Board present at the meeting duly assembled shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any such meeting shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or law or by the Certificate of Incorporation or by these Bylaws.
Section 6. Vacancies and Increase or Decrease in Number of Directors.
If the office of any director or directors becomes vacant for any reason, a
majority of the remaining directors elected by that class of stock, though less
than a quorum, may choose a successor or successors who shall hold office until
the next election of directors and until their successors shall be duly elected
and qualified. In case of any increase in the number of directors, a majority of
the directors then in office elected by that class of stock entitled to such
vacancy shall have power to fill the vacancies in the Board of Directors arising
from such increase (unless such vacancies shall have been previously filled by
the stockholders) by the election of additional directors, and any directors so
elected shall hold office until the next annual election and until their
successors shall be duly elected and qualified. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.
Section 7. Removal. Any director may at any time be removed, either
with or without cause, by resolution duly adopted by the affirmative vote of the
holders of a majority of the issued and outstanding shares having voting power
for such director, given at a special meeting of said shareholders, duly called
and held for that purpose; and the vacancy in the Board thereby created may be
filled in the same manner by the stockholders at said meeting; provided,
however, that in case the stockholders do not fill such vacancy at such meeting,
the remaining directors elected by such class, though less than a quorum, may
fill such vacancy.
Section 8. Resignation. Any director of the Corporation may resign at
any time by giving written notice to the President or Secretary of the
Corporation. Such resignation shall take effect on the date of the receipt of
such notice or at any later date specified therein, and, unless otherwise
specified therein, the acceptance of said resignation shall not be necessary to
make it effective.
Section 9. Compensation. Directors as such shall not receive any salary
for their services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at any meeting.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE V
Standing Committees
The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board, designate an Executive Committee and other
committees, each such committee to consist of two or more of the directors of
the Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it; provided, however, that no committee shall have power to fill
vacancies in the Board of Directors or to change the membership of or fill
vacancies in any committee, or to make or amend the Bylaws. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.
The chairman of any such committee may call a meeting thereof at any
time on notice to members of the committee and he, or the Secretary, shall call
such meeting when requested by any member of the committee.
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ARTICLE VI
Officers
Section 1. Officers, Terms of Office. The officers of the Corporation
shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, an
Assistant Secretary and an Assistant Treasurer, all of whom shall hold office
until the first meeting of the Board of Directors following the next annual
meeting of stockholders and until their respective successors are elected and
shall qualify in their stead. The required officers may be changed from time to
time as determined 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 2. Other Officers. The Board of Directors may appoint such
other officers and agents as it may 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.
Section 3. Compensation. Officers shall be entitled to such
compensation as the Board of Directors shall from time to time determine.
Section 4. Removal and Vacancy. Any officer elected or appointed by the
Board of Directors may be removed at any time, with or without cause, by the
majority vote of the whole board of directors but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer shall become vacant for any reason, including the creation
of a new office by the Board of Directors, the vacancy shall be filled by the
Board of Directors for the unexpired term or terms.
Section 5. Powers and Duties of Officers.
(a) The President. The President, subject to the control of the Board
of Directors, shall have active executive management of the operations of the
Corporation. He shall preside at all meetings of the stockholders and the Board
of Directors at which he shall be present, and shall be ex-officio a member and
chairman of all standing committees, and in general shall perform all duties
incident to the office of President and such other duties as from time to time
may be assigned to him by the Board of Directors.
(b) The Vice-Presidents. The Vice-Presidents shall have such powers and
perform such duties as may from time to time be assigned to them by the Board of
Directors. At the request of the President, or, in his absence or his
disability, the Vice-Presidents in their order of seniority, shall perform all
of the duties of the President.
(c) The Secretary and Assistant Secretary. The Secretary shall attend
all sessions of the Board of Directors and all meetings of stockholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for any committee of the Board when
required. He shall give or cause to be given notice of all meetings of the
stockholders and of the Board of Directors. He shall keep in safe custody the
seal of the Corporation and when authorized by the Board of Directors or any
committee, affix the same to any instrument requiring it and when so affixed it
shall be attested by the signature of the Secretary or such other officer or
agent as may be designated by the Board of Directors. He shall keep or cause to
be kept a stock book containing the names alphabetically arranged of all persons
who are stockholders of the Corporation, showing their places of residence, the
number of shares of stock held by them, respectively, the time when they,
respectively, became the owners thereof and the amount paid therefor. He shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Assistant Secretary shall perform such of the duties of the
Secretary as may be assigned to him from time to time by the Board of Directors,
the President, any Vice-President, or the Secretary.
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(d) The Treasurer and Assistant Treasurers. The Treasurer shall have
the custody of all 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 monies and other valuable effects in the same
and to the credit of the Corporation in such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation only
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.
He shall give the Corporation a bond in a sum and with such sureties as
may be required from time to time by the Board of Directors.
The Assistant Treasurer shall perform such of the duties of the
Treasurer as may be assigned to him from time to time by the Board of Directors,
the President, any Vice-President, or the Treasurer.
Section 7. Additional Powers. In addition to the powers and duties
hereinabove specifically prescribed for the respective officers, the Board may
from time to time impose or confer upon any of the officers such additional
duties and powers as the Board may see fit, and the Board of Directors may from
time to time impose or confer any or all of the duties and powers hereinabove
specifically prescribed for any officer upon any other officer or officers.
ARTICLE VII
Capital Stock
Section 1. Certificates of Stock, Transfer Agents and Registrars. Every
stockholder shall be entitled to a certificate or certificates representing
shares of capital stock of the Corporation in such form as may be prescribed by
the Board of Directors, duly numbered and setting forth the number and kind of
shares. Each certificate shall be signed by the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and may have affixed thereto an impression of the corporate seal.
Before issue, a record of each certificate shall be entered on the books of the
Corporation. The Board of Directors may also appoint one or more transfer agents
and/or registrars for its stock of any class or classes and for transfer and
registration of certificates representing the same and may require stock
certificates to be countersigned by one or more of them. If certificates of
capital stock of the Corporation are signed by a transfer agent or by a transfer
agent and by a registrar, the signatures thereon of the President or a
Vice-President and of the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation and the corporate seal may be
facsimiles, engraved or printed. Any provisions of these Bylaws with reference
to the signing of stock certificates shall include, in cases above permitted,
such facsimile signatures. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation, or otherwise, before
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation. The Board of Directors may, from time to time, make such additional
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of capital stock of the Corporation.
Section 2. Transfers of Stock and Addresses of Stockholders. Shares of
stock may be transferred by delivery of the certificate therefor accompanied
either by an assignment in writing on the back of the certificate or by a
written power of attorney to sell, assign and transfer the same on the books of
the Corporation, signed by the person appearing by the certificate to be the
owner of the shares represented thereby, and such shares of stock shall be
transferable on the books of the Corporation upon surrender thereof so assigned
or endorsed. The person registered on the books of the Corporation as the owner
of any shares of stock shall exclusively be entitled as the owner of such shares
to receive dividends, to vote and to exercise all other rights and privileges as
such owner in respect thereof. The latest address appearing on the books of the
Corporation shall be conclusively deemed to be the post office address of such
stockholder.
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Section 3. Transfer Books. The Board of Directors shall have power to
close the stock transfer books of the Corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of the stockholders or the
date for payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go into
effect, or for a period not exceeding fifty (50) days in connection with
obtaining the consent of the stockholders for any purpose; provided, however,
that in lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date not exceeding fifty (50) days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change conversion or exchange of capital stock or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date
fixed as aforesaid. Except where the transfer books of the Corporation shall
have been closed or a date shall have been fixed as the record date for
determination of the stockholders entitled to vote, as hereinbefore provided, no
share of stock shall be voted on at any election for directors which shall have
been transferred on the books of the Corporation within twenty (20) days next
preceding such election of directors.
Section 4. Loss of Certificates. In case of the loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms consistent with the laws of the State of New Jersey as the Board
of Directors shall prescribe.
ARTICLE VIII
Inspection of Books
The directors shall determine from time to time whether, and, if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation (except such as may by statute or law be specifically open to
inspection), or any of them, shall be open to the inspection of the
stockholders, and the stockholders rights in this respect are and shall be
restricted and limited accordingly.
ARTICLE IX
Checks and Notes
The monies of the Corporation shall be deposited in the name of the
Corporation in such bank or banks as the Board of Directors may from time to
time designate, and all checks, notes, drafts and bills of exchange of the
Corporation shall be signed by such officers or agents as the board of directors
may from time to time designate.
ARTICLE X
Dividends
Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock.
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 repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the best interest of the Corporation, and the directors may abolish any such
reserve in the manner in which it was created.
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ARTICLE XI
Fiscal Year
The fiscal year of the Corporation shall commence on the first day of
January of each calendar year.
ARTICLE XII
Waivers
The giving of notice to any stockholder or directors, required to be
given under these By-Laws or the laws of the State of New Jersey, may be waived
by a waiver in writing, signed by the person or persons entitled to said notice,
whether before or after the time or event referred to in said notice, which
waiver shall be deemed equivalent to such notices.
ARTICLE XIII
Amendments
SECTION 1. By Stockholders. Theses Bylaws may be altered, amended or
repealed by the affirmative vote of the holders of a majority of the number of
shares of the stock of the Corporation issued and outstanding and entitled to
vote thereat, at any annual or special meeting of the stockholders, provided
notice thereof shall have been contained in the notice of the meeting.
SECTION 2. By Directors. These Bylaws may also be altered, amended or
repealed by the affirmative vote of at least a majority of the board of
directors at any regular or special meeting of the board, if notice thereof be
contained in the notice of the meeting.
Any Bylaws adopted, or amended or altered by the directors may be
amended, altered or repealed at any regular or special meeting of the
stockholders or at any special meeting of the stockholders at which a quorum is
present or represented, provided notice of the proposed amendment, alteration or
repeal be contained in the notice of such special meeting, by the affirmative
vote at such meeting and present or represented thereat.
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