Exhibit 3.2
BYLAWS
OF
WORLDWINEWEB.WS, INC.
(A California Corporation)
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. TIME. An annual meeting for the election of directors and for
the transaction of any other proper business and any special meeting shall be
held on the date and at the time as the Board of Directors shall from time to
time fix.
Time of Meeting: Ten o'clock A.M.
Date of Meeting: The first day of May
SECTION 2. PLACE. Annual meetings and special meeting shall be held at such
place, within or without the State of California, as the Directors may, from
time to time, fix. Whenever the Directors shall fail to fix such place, the
meetings shall be held at the principal executive office of the corporation.
SECTION 3. CALL. Annual meetings may be called by the Directors, by the
Chairman of the Board, if any, Vice Chairman of the Board, if any, the
President, if any, the Secretary, or by any officer instructed by the
Directors to call the meeting. Special meetings may be called in like manner
and by the holders of shares entitled to cast not less than ten percent of
the votes at the meeting being called.
SECTION 4. NOTICE. Written notice stating the place, day and hour of each
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends
to present for action by the shareholders, shall be given not less than ten
days (or not less than any such other minimum period of days as may be
prescribed by the General Corporation Law) or more than sixty days (or more
than any such maximum period of days as may be prescribed by the General
Corporation Law) before the date of the meeting, by mail, personally, or by
other means of written communication, charges prepaid by or at the direction
of the Directors, the President, if any, the Secretary or the officer or
persons calling the meeting, addressed to each shareholder at his address
appearing on the books of the corporation or given by him to the corporation
for the purpose of notice, or, if no such address appears or is given, at the
place where the principal executive office of the corporation is located or
by publication at least once in a newspaper of general circulation in the
county in which the said principal executive office is located.
Such notice shall be deemed to be delivered when deposited in the
United States mail with first class postage therein prepaid, or sent by other
means of written communication addressed to the shareholder at his address as
it appears on the stock transfer books of the corporation. The notice of any
meeting at which directors are to be elected shall include the names of
nominees intended at the time of notice to be presented by management for
election. At an annual meeting of shareholders, any matter relating to the
affairs of the corporation, whether or not stated in the notice of the
meeting, may be brought up for action except matters which the General
Corporation Law requires to be stated in the notice of the meeting. The
notice of any annual or special meeting shall also include, or be accompanied
by, any additional statements, information, or documents prescribed by the
General Corporation Law. When a meeting is adjourned to another time or
place, notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken;
provided that, if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder. At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting.
SECTION 5. CONSENT. The transaction of any meeting, however called and
noticed, and wherever held, shall be as valid as though a meeting was duly
held after regular call and notice, if a quorum is present and if, either
before or after the meeting, each of the shareholders or his proxy signs a
written waiver of notice or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of
the meeting. Attendance of a person at a meeting constitutes a waiver of
notice of such meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a meeting shall not
constitute a waiver of any right to object to the consideration of matters
required by the General Corporation Law to be included in the notice if such
objection is expressly made at the meeting. Except as otherwise provided in
subdivision (f) of Section 601 of the General Corporation Law, neither the
business to be transacted at nor the purpose of any regular or special
meeting need be specified in any written waiver of notice.
SECTION 6. CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority and
if present and acting -- the Chairman of the Board, if any, the Vice-Chairman
of the Board, if any, the President, if any, a Vice-President, or, if none of
the foregoing is in office and present and acting, by a chairman to be chosen
by the shareholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the Chairman of the
meeting shall appoint a secretary of the meeting.
SECTION 7. PROXY REPRESENTATION. Every shareholder may authorize another
person or persons to act as his proxy at a meeting or by written action. No
proxy shall be valid after the expiration of eleven months from the date of
its execution unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the person executing it prior to the vote or
written action pursuant thereto, except as otherwise provided by the General
Corporation Law. As used herein, a "proxy" shall be deemed to mean a written
authorization signed by a shareholder or a shareholder's attorney in fact
giving another person or persons power to vote or consent in writing with
respect to the shares of such shareholder, and "signed" as used herein shall
be deemed to mean the placing of such shareholder's name on the proxy,
whether by manual signature, typewriting, telegraphic transmission or
otherwise by such shareholder or such shareholder's attorney in fact. Where
applicable, the form of any proxy shall comply with the provisions of Section
604 of the General Corporation Law.
SECTION 8. INSPECTORS - APPOINTMENT. In advance of any meeting, the Board
of Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if
any persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election, or persons to
replace any of those who so fail or refuse, at the
meeting. The number of inspectors shall be either one or three. If appointed
at a meeting on the request of one or more shareholders or proxies, the
majority of shares represented shall determine whether one or three
inspectors are to be appointed.
The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies, receive votes, ballots, if any, or consents, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when the polls
shall close, determine the result, and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders. If there are
three inspectors of election, the decision, act, or certificate of a majority
shall be effective in all respects as the decision, act, or certificate of
all.
SECTION 9. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for
these purposes is defined as a corporation, the shares of which possessing
more than 25% of the total combined voting power of all classes of shares
entitled to vote, are owned directly or indirectly through one or more
subsidiaries.
SECTION 10. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the
voting shares shall constitute a quorum at a meeting of shareholders for the
transaction of any business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum if any action taken, other than adjournment, is approved
by at least a majority of the shares required to constitute a quorum. In the
absence of a quorum, any meeting of shareholders may be adjourned from time
to time by the vote of a majority of the shares represented thereat, but no
other business may be transacted except as hereinbefore provided.
In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to exercise the right of cumulative
voting at a meeting for the election of directors unless the candidate's name
or the candidates' names have been placed in nomination prior to the voting
and the shareholder has given notice at the meeting the shareholder's votes.
If any one shareholder has given such notice, all shareholders may cumulate
their votes for such candidates in nomination.
Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at a meeting at which a quorum is present shall be authorized by
the affirmative vote of a majority of the shares represented at the meeting.
Except in the election of directors by written consent in lieu of a
meeting, and except as may otherwise be provided by the General Corporation
Law, the Articles of Incorporation or these Bylaws, any action which may be
taken at any annual or special meeting may be taken without a meeting and
without prior notice, if a consent in writing,
setting forth the action so taken, shall be signed by holders of shares
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. Directors may not be elected by written
consent except by unanimous written consent of all shares entitled to vote
for the election of directors. Notice of any shareholder approval pursuant to
Section 310, 317, 1201 or 2007 without a meeting by less than unanimous
written consent shall be given at least ten days before the consummation of
the action authorized by such approval, and prompt notice shall be given of
the taking of any other corporate action approved by shareholders without a
meeting by less than unanimous written consent to those shareholders entitled
to vote who have not consented in writing.
SECTION 11. BALLOT. Elections of directors at a meeting need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins. In all other matters, voting need not be by ballot.
SECTION 12. SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions
in the event this corporation elects to become a close corporation, an
agreement between two or more shareholders thereof, if in writing and signed
by the parties thereof, may provide that in exercising any voting rights the
shares held by them shall be voted as provided therein or in Section 706, and
may otherwise modify these provisions as to shareholders' meetings and
actions.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. FUNCTIONS. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of its Board of Directors. The Board of Directors may delegate the management
of the day-to-day operation of the business of the corporation to a
management company or other person, provided that the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board of Directors. The Board of
Directors shall have authority to fix the compensation of directors for
services in any lawful capacity.
Each director shall exercise such powers and otherwise perform such
duties in good faith, in the manner such director believes to be in the best
interests of the corporation, and with care, including reasonable inquiry,
using ordinary prudence, as a person in a like position would use under
similar circumstances. (Section 309).
SECTION 2. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions
of Section 1, in the event that this corporation shall elect to become a
close corporation as defined in Section 186, its shareholders may enter into
a Shareholders' Agreement as provided in section 300 (b). Said Agreement may
provide for the exercise of corporate powers and by the shareholders,
provided however such agreement shall, to the extent and so long as the
discretion or powers of the Board in its management of corporate affairs is
controlled by such agreement, impose upon each shareholder who is a
party thereof, liability for managerial acts performed or omitted by such
person pursuant thereto otherwise imposed upon Directors as provided in
Section 300 (d).
SECTION 3. QUALIFICATION AND NUMBER. A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the
State of California. The authorized number of directors constituting the
Board of Directors until further changed shall be one. Thereafter, the
authorized number of directors constituting the Board shall be at least three
provided that, whenever the corporation shall have only two shareholders, the
number of directors may be at least two, and, whenever the corporation shall
have only one shareholder, the number of directors may be at least one.
Subject to the foregoing provisions, the number of directors may be changed
from time to time by an amendment of these Bylaws adopted by the
shareholders. Any such amendment reducing the number of directors to fewer
than five cannot be adopted if the votes cast against its adoption at a
meeting or the shares not consenting in writing in the case of action by
written consent are equal to more than sixteen and two-thirds percent of the
outstanding shares. No decrease in the authorized number of directors shall
have the effect of shortening the term of any incumbent director.
SECTION 4. ELECTION AND TERM. The initial Board of Directors shall consist
of the persons elected at the meeting of the incorporator, all of whom shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified, or until their earlier
resignation or removal from office. Thereafter, directors who are elected to
replace any or all of the members of the initial Board of Directors or who
are elected at an annual meeting of shareholders, and directors who are
elected in the interim to fill vacancies, shall hold office until the next
annual meeting of shareholders and until their successors have been elected
and qualified, or until their earlier resignation, removal from office, or
death. In the interim between annual meetings of shareholders or of special
meetings of shareholders called for the election of directors, any vacancies
in the Board of Directors, including vacancies resulting from an increase in
the authorized number of directors which have not been filled by the
shareholders, including any other vacancies which the General Corporation Law
authorizes directors to fill, and including vacancies resulting from the
removal of directors which are not filled at the meeting of shareholders at
which any such removal has been effected, if the Articles of Incorporation or
a Bylaw adopted by the shareholders so provides, may be filled by the vote of
a majority of the directors then in office or of the sole remaining director,
although less than a quorum exists. Any director may resign effective upon
giving written notice to the Chairman of the Board, if any, the President,
the Secretary or the Board of Directors, unless the notice specifies a later
time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to the office when the
resignation becomes effective.
The shareholders may elect a director at any time to fill any vacancy
which the directors are entitled to fill, but which they have not filled. Any
such election by written consent shall require the consent of a majority of the
shares.
SECTION 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
The corporation may indemnify any Director, Officer, agent or employee as to
those liabilities and on those terms and conditions as are specified in
Section 317. In any event, the corporation shall have the right to purchase
and maintain insurance on behalf of any such persons whether or not the
corporation would have the power to indemnify such person against the
liability insured against.
SECTION 6. MEETINGS.
TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
PLACE. Meetings may be held at any place, within or without the
State of California, which has been designated in any notice of the meeting,
or, if not stated in said notice, or, if there is no notice given, at the
place designated by resolution of the Board of Directors.
CALL. Meetings may be called by the Chairman of the Board, if any
and acting, by the Vice Chairman of the Board, if any, by the President, if
any, by any Vice President or Secretary, or by any two directors.
NOTICE AND WAIVER THEREOF. No notice shall be required for regular
meetings for which the time and place have been fixed by the Board of
Directors. Special meetings shall be held upon at least four days' notice by
mail or upon at least forty-eight hours' notice delivered personally or by
telephone or telegraph. Notice of a meeting need not be given to any director
who signs a waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. A notice or waiver of notice need not
specify the purpose of any regular or special meeting of the Board of
Directors.
SECTION 7. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the
event only one director is required by the Bylaws or Articles of
Incorporation, then any reference herein to notices, waivers, consents,
meetings or other actions by a majority quorum of the directors shall be
deemed to refer to such notice, waiver, etc., by such sole director, who
shall have all the rights and duties and shall be entitled to exercise all of
the powers and shall assume all the responsibilities otherwise herein
described as given to a Board of Directors.
SECTION 8. QUORUM AND ACTION. A majority of the authorized number of
directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office shall
constitute a quorum, provided such majority shall constitute at least either
one-third of the authorized number of directors or at least two directors,
whichever is larger, or unless the authorized number of directors is only
one. A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. If the meeting is
adjourned
for more than twenty-four hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the
directors, if any, who were not present at the time of the adjournment.
Except as the Articles of Incorporation, these Bylaws and the General
Corporation Law may otherwise provide, the act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be the act of the Board of Directors. Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in
such meeting can hear one another, and participation by such use shall be
deemed to constitute presence in person at any such meeting.
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that
any action which may be taken is approved by at least a majority of the
required quorum for such meeting.
SECTION 9. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and
if present and acting, the Vice Chairman of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the President, if any
and present and acting, or any director chosen by the board, shall preside.
SECTION 10. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed from office without cause by approval of
the holders of at least a majority of the shares provided, that unless the
entire Board is removed, an individual director shall not be removed when the
votes cast against such removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively at
an election of directors at which the same total number of votes were cast,
or, if such action is taken by written consent, in lieu of a meeting, all
shares entitled to vote were voted, and the entire number of directors
authorized at the time of the director's most recent election were then being
elected. If any or all directors are so removed, new directors may be elected
at the same meeting or by such written consent. The Board of Directors may
declare vacant the office of any director who has been declared of unsound
mind by an order of court or convicted of a felony.
SECTION 11. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee. Any such committee, to
the extent provided in the resolution of the Board of Directors, shall have
all the authority of the Board of Directors except such authority as may not
be delegated by the provisions of the General Corporation Law.
SECTION 12. INFORMAL ACTION. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a
quorum is present and if, either before or after the meeting each of the
directors not present signs a written
waiver of notice, a consent to holding the meeting, or an approval of the
minutes thereof. All such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION 13. WRITTEN ACTION. Any action required or permitted to be taken
may be taken without a meeting if all of the members of the Board of
Directors shall individually or collectively consent in writing to such
action. Any such written consent or consents shall be filed with the minutes
of the proceedings of the Board. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a Chairman of
the Board or a President or both, a Secretary and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board of Directors,
one or more Vice Presidents, one or more Assistant Secretaries and such other
officers as may be appointed in accordance with the provisions of Section 3
of this Article. One person may hold two or more offices.
SECTION 2. ELECTION. The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section
5 of this Article shall be chosen annually by the Board of Directors, and
each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.
SECTION 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as are provided in the Bylaws or as the Board of Directors may from
time to time determine.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors, or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board
of Directors, and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
the Bylaws.
SECTION 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of
the corporation. He shall preside at all meetings of the shareholders and in
the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. He shall be ex officio a member of all
the standing committees, including the Executive Committee, if any, and shall
have the general powers and duties of management usually vested in the office
of President of a corporation, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the Bylaws.
SECTION 8. VICE PRESIDENT. In the absence or disability of the President,
the Vice Presidents, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all 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 Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or the Bylaws.
SECTION 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors and Shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at
Directors' meetings, the number of shares present or represented at
Shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the
number and date of cancellation of every certificate surrendered for
cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation
in safe custody, and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain,
or cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of account shall at all reasonable times be
open to inspection by any director.
This officer shall deposit all monies and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all his
transactions and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed by
the Board of Directors or the Bylaws.
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES
SECTION 1. CERTIFICATES FOR SHARES. Each certificate for shares of the
corporation shall set forth therein the name of the record holder of the
shares represented thereby, the number of shares and the class or series of
shares owned by said holder, the par value, if any, of the shares represented
thereby, and such other statements, as applicable, prescribed by sections 416
- - 419, inclusive, and other relevant Sections of the General Corporation Law
of the State of California (the "General Corporation Law") and such other
statements, as applicable, which may be prescribed by the Corporate
Securities Law of the State of California and any other applicable provision
of the law. Each such certificate issued shall be signed in the name of the
corporation by the Chairman of the Board of Directors, if any, or the Vice
Chairman of the Board of Directors, if any, the President, if any, or a Vice
President, if any, and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Any or all of the
signatures on a certificate for shares may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate for shares shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.
In the event that the corporation shall issue the whole or any part
of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.
SECTION 2. LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation may
issue a new certificate for shares or for any other security in the place of
any other certificate theretofore issued by it, which is alleged to have been
lost, stolen or destroyed. As a condition to such issuance, the corporation
may require any such owner
of the allegedly lost, stolen or destroyed certificate or any such owner's
legal representative to give the corporation a bond, or other adequate
security, sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged
loss, theft or destruction of any such certificate or the issuance of such
new certificate.
SECTION 3. SHARE TRANSFERS. Upon compliance with any provisions of the
General Corporation Law and/or the Corporate Securities Law of 1968 which may
restrict the transferability of shares, transfers of shares of the
corporation shall be made on the record of shareholders of the corporation by
the registered holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and on surrender
of the certificate or certificates for such shares properly endorsed and the
payment of all taxes, if any, due thereon.
SECTION 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the Board of Directors may fix, in advance a record
date, which shall not be more than sixty days or fewer than ten days prior to
the date of such meeting or more than sixty days prior to any other action.
If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on
the business day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; the record date for determining
shareholders entitled to give consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors has been taken,
shall be the day on which the first written consent is given; and the record
date for determining shareholders 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, or the sixtieth day prior to the day of such other action,
whichever is later.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.
Except as may be otherwise provided by the General Corporation Law,
shareholders on the record date shall be entitled to notice and to vote or to
receive any dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.
SECTION 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Share of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
of any other person authorized by resolution of the Board of Directors.
SECTION 6. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of
the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares and
to a holder or holders record or outstanding shares when the corporation is
authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders
of record of outstanding shares of any class upon which or upon whom the
Articles of Incorporation confer such rights here there are two or more
classes or series of shares or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the Articles of
Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
SECTION 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares
of this corporation, in the event it shall elect to becomes a close corporation,
shall contain the legend required by Section 418 (c).
ARTICLE V
EFFECT OF SHAREHOLDERS' AGREEMENT-CLOSE CORPORATION
Any Shareholders' Agreement authorized by Section 300 (b) shall only
be effective to modify the terms of these Bylaws if this corporation elects
to becomes a close corporation with appropriate filing of or amendment to its
Articles as required by Section 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter
Sections 158 (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports, 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 2 (Crimes and Penalties). Any
other provisions of the Code or these Bylaws may be altered or waived
thereby, but to the extent they are not so altered or waived, these Bylaws
shall be applicable.
ARTICLE VI
CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED
The Board of Directors, except as in the Bylaws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the corporation
by any contract or agreement to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable for any purposes
or any amount, except as provided in Section 313 of the Corporations Code.
ARTICLE VII
CONTROL OVER BYLAWS
After the initial Bylaws of the corporation shall have been adopted by the
incorporator or incorporators of the corporation, the Bylaws may be amended
or repealed or new Bylaws may be adopted by the shareholders entitled to
exercise a majority of the voting power or by the Board of Directors;
provided, however, that the Board of Directors shall have no control over any
By-Law which fixes or changes the authorized number of directors of the
corporation; provided, further, that any control over the Bylaws herein
vested in the Board of Directors shall be subject to the authority of the
aforesaid shareholders to amend or repeal the Bylaws or to adopt new Bylaws;
and provided further that any By-Law amendment or new By-Law which changes
the minimum number of directors to fewer than five shall require
authorization by the greater proportion of voting power of the shareholders
as hereinbefore set forth.
ARTICLE VIII
BOOKS AND RECORDS
SECTION 1. RECORDS: STORAGE AND INSPECTION. The corporation shall keep at
its principal executive office in the State of California, or, if its
principal executive office is not in the State of California, the original or
a copy of the Bylaws 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
California, and, if the corporation has no principal business office in the
State of California, it shall upon request of any shareholder furnish a copy
of the Bylaws to date.
The corporation shall keep adequate and correct books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees, if any, and of the Board of Directors. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, a record of its shareholders, giving the names and addresses
of all shareholders and the number and class of shares held by each. Such
minutes shall be in written form. Such other books and records shall be kept
either in written form or in any other form capable of being converted into
written form.
SECTION 2. RECORD OF PAYMENTS. All checks, drafts or other orders or
payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined from time to time
by resolution of the Board of Directors.
SECTION 3. ANNUAL REPORT. Whenever the corporation shall have fewer than
one hundred shareholders, the Board of Directors shall not be required to
cause to be sent to the shareholders of the corporation the annual report
prescribed by Section 1501 of the General Corporation Law unless it shall
determine that a useful purpose would be served by causing the same to be
sent or unless the Department of Corporations, pursuant to the provisions of
the Corporate Securities Law of 1968, shall direct the sending of the same.
CERTIFICATE OF ADOPTION OF BYLAWS
ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S)
The undersigned person(s) appointed in the Articles of Incorporation to
act as the Incorporator(s) or First Director(s) of the above-named corporation
hereby adopt the same as the Bylaws of said corporation.
Executed this first day of June, 2000
/s/ Marc St. Cyr
Signature
Marc St. Cyr
Print Name
THIS IS TO CERTIFY:
That I am the duly-elected, qualified and acting Secretary of the
above-named corporation; that the foregoing Bylaws were adopted as the Bylaws of
said corporation on the date set forth above by the person(s) appointed in the
Articles of Incorporation to act as the Incorporator(s) or First Director(s) of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal this first day of June, 2000
/s/Marc St. Cyr
Secretary
(SEAL)
CERTIFICATE BY SECRETARY OF
ADOPTION BY SHAREHOLDERS' VOTE.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the
above-named corporation and that the above and foregoing Code of Bylaws was
submitted to the
shareholders at their first meeting held on the date set forth in the Bylaws
and recorded in the minutes thereof, was ratified by the vote of shareholders
entitled to exercise the majority of the voting power of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this day of June 1,
2000.
/s/ Marc St. Cyr
Secretary