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Exhibit 3.2
BYLAWS
OF
Pro Elite, Inc., A New Jersey Corporation
ARTICLE I
OFFICES
Section 1. Offices.
The registered office shall be in the City of Secaucus, New Jersey,
County of Hudson, State of New Jersey (hereinafter, the "State"). The
corporation may also have offices at such other places both within and without
the State, as the Board of Directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. General.
All meetings of the stockholders shall be held at such place within or
without the State as may be designated from time to time by the Board of
Directors.
Section 2. Annual Meetings.
The annual meeting of the stockholders shall be at such date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which the stockholders shall elect by a plurality
vote the Board of Directors, and transact such other business as may properly be
brought before the meeting. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least twenty (20) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least twenty (20) days prior to the meeting, either at a place within the
city where the meeting is to be held, which
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place shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.
Section 3. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of incorporation
(hereinafter, the "Certificate"), may be called by the President and 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 a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten (10) or more than sixty
(60) days before the date of the meeting, to each stockholder entitled to vote
at such meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 4. Quorum.
The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business,
except as otherwise provided by statute or by the Certificate. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting to a future date at which a quorum shall
be present or represented. 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. Notice need not be given of
the adjourned meeting if the time and place are announced at the meeting in
which the adjournment occurs. If the adjournment is for more than thirty (30)
days, or 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 stockholder of
record entitled to vote at the meeting.
Section 5. Voting.
When a quorum is present at any meeting, the vote of the holders of a
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
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one upon which by express provision of the statutes or of the Certificate, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Unless otherwise provided in the
Certificate or by statute, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Every proxy shall be revocable by the stockholder executing it,
except where an irrevocable proxy is permitted by statute.
Section 6. Written Consent.
Unless otherwise provided in the Certificate, any action required to be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and to the Secretary of the corporation. Any such consent
shall be filed with the minutes of the corporation.
ARTICLE III BOARD OF DIRECTORS
Section 1. Management and Number.
The property, business and affairs of the corporation shall be
controlled and managed by a Board of Directors. The number of directors to
constitute the first Board of Directors is two and such number may be increased
or decreased by future action of the Board of Directors. The business of the
corporation shall be managed by its Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute or by the Certificate or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 2. Vacancies.
Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by a majority vote of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the
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directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board of Directors (as constituted immediately
prior to any such increase), then the appropriate court of the State may, upon
application of any stockholder or stockholders having at least ten (10%) percent
of the total number of shares then outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships or to replace directors chosen by the directors then
in office.
Section 3. Locations.
The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State.
Section 4. First Meeting.
The first meeting of each newly elected Board of Directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected Board of Directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.
Section 5. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by the
Board of Directors.
Section 6. Special Meetings.
Special meetings of the Board of Directors may be called by the
President on two days' notice to each director, either personally or by mail or
by telegram, setting forth the time, place and purpose of the meeting. Special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of two directors.
Section 7. Quorum.
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At all meetings of the Board of Directors, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may otherwise be specifically provided by
statute or by the Certificate. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 8. Action by Consent.
Unless otherwise restricted by the Certificate, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
Section 9. Meetings by Telephone.
Unless otherwise restricted by the Certificate, members of the Board of
Directors or of any committee thereof, may participate in a meeting of the Board
of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting by use of such equipment shall constitute presence in person at such
meeting.
Section 10. Committees, Membership, Powers.
The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate; adopting an agreement of
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merger or consolidation; recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets;
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution; amending the bylaws of the corporation; or
increasing or decreasing the membership of the Board of Directors; and, unless
the resolution or the Certificate expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. 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.
Section 11. Committees, Minutes.
Each committee shall appoint a secretary of each meeting and keep
regular minutes of its meetings and report the same to the Board of Directors.
Section 12. Compensation of Directors.
Unless otherwise restricted by the Certificate, the Board of Directors
shall have the authority to fix the compensation 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 and a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE IV NOTICES
Section 1. Notices.
Whenever, under the provisions of the statutes or of the Certificate or
of these bylaws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such director or stockholder at their address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Waivers.
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Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate or of these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE V OFFICERS
Section 1. Designations.
The officers of the corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board of Directors, a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also choose
additional Vice Presidents, and one or more Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person, unless
applicable law, the Certificate or these bylaws otherwise provide.
Section 2. Term Removal.
The Board of Directors at its first meeting and after each annual
meeting of stockholders shall choose a Chairman of the Board of Directors (if
they so desire), a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may appoint such other officers and agents as
it shall 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 of Directors. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority if the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.
Section 3. Salaries.
The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors. Any payments made to an officer of the
corporation as compensation, salary, commission, bonus, interest, or rent, or in
reimbursement of entertainment or travel expense incurred by said officer, shall
be, to the greatest extent practical, a deductible expense of the corporation
for Federal income tax purposes.
Section 4. The Chairman of the Board of Directors.
The Chairman of the Board of Directors shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors. The Chairman
shall perform all the duties incident to the office of Chairman of the Board of
Directors
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and such other duties as the Board of Directors may from time to time determine
or as may be prescribed by these bylaws. In the absence of the President, the
Chairman shall be the chief executive and administrative officer and acting
President of the corporation.
Section 5. The President.
The President shall be the chief executive and administrative officer of
the corporation, shall have general supervision of the business and finances of
the corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect and shall, in the absence of the Chairman of
the Board of Directors, preside at all meetings of the shareholders and
directors. The President may execute all bonds, deeds, mortgages, conveyances,
contracts and other instruments, 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 otherwise to be signed or executed. The President shall have the power to
appoint, determine the duties and fix the compensation of such agents and
employees as in his judgment may be necessary or proper for the transaction of
the business of the corporation. In general, the President shall perform all
duties incident to the office of President and such other duties as may from
time to time be assigned to him by the Board of Directors. The Board of
Directors may confer like power on any other person or persons, except those
that by statute are conferred exclusively on the President.
Section 6. The Vice Presidents.
The Vice Presidents shall perform such duties as shall be assigned to
them and shall exercise such powers as may be granted to them by the Board of
Directors or by the President of the corporation. In the absence of the
President and the Chairman of the Board of Directors, the Vice Presidents, in
order of their seniority, may perform the duties and exercise the powers of the
President with the same force and effect as if performed by the President and
shall generally assist the President and shall perform the duties and have the
powers prescribed by the Board of Directors from time to time.
Section 7. The Secretary.
The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all the proceedings of the meetings
of the corporation and of the Board of Directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as
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may be prescribed by the Board of Directors or President, under whose
supervision he or she shall be. The Secretary shall have custody of the
corporate seal of the corporation and he or she, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by his or her signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 8. Assistant Secretary.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Secretary or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time to prescribe.
Section 9. The Treasurer.
The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his or her transactions as
Treasurer and of the financial condition of the corporation.
Section 10. Assistant Treasurer.
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
ARTICLE VI CERTIFICATES OF STOCK
Section 1. Certificates of Stock.
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Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by the Chairman of the
Board of Directors, or the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him or her in the
corporation. Any or all of the signatures on the certificate 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 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 he or she were such
officer, transfer agent or registrar at the date of issue.
Section 2. Lost Certificate.
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
Section 3. Transfers of Stock.
Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Fixing Record Date.
In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten
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(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action. A determination of stockholder of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 5. Registered Stockholders.
The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State.
ARTICLE VII GENERAL PROVISIONS
Section 1. Dividends.
Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate, 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, subject to the provisions
of the Certificate.
Section 2. Reserves.
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 or
reserves for working capital, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
Section 3. Annual Statement.
The Board of Directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.
Section 4. Checks and Deposits.
All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate. All funds of the corporation not
otherwise employed may be deposited to the credit of the corporation in such
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banks, trust companies or other depositories as the Board of Directors may from
time to time select.
Section 5. Fiscal Year.
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
Section 6. Seal.
The corporate seal shall have inscribed thereon the name of the
corporation, the year of incorporation and the words "Corporate Seal, New
Jersey." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII AMENDMENTS
Section 1. Amendments.
These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the Certificate, at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting.
ARTICLE IX INDEMNIFICATION AND INSURANCE
Section 1. Indemnification.
A. The corporation shall indemnify to the full extent authorized or
permitted by the general corporation law of the State, as now in effect or as
hereafter amended, any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigate, including an action by or in the right
of the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or serves or served any other enterprise as
such at the request of the corporation.
B. The foregoing right of indemnification shall not be deemed exclusive
of any other rights to which such persons may be entitled apart from this
Article IX. The foregoing right of indemnification shall continue as to a person
who has
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ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 2. Insurance.
The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the general corporation law of
the State.
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