BY-LAWS
OF
APTUS CORP.
ARTICLE I - OFFICES
1.1. Registered Office: The registered office shall be established and
maintained at and shall be the registered agent of the Corporation in charge
hereof.
1.2. Other Offices: The corporation may have other offices, either
within or without the State of Delaware, at such place or places the Board of
Directors may from time to time appoint or the business of the corporation may
require, provided, however, that the corporation's books and records shall be
maintained at such place within the continental United States as the Board of
Directors shall from time to time designate.
ARTICLE II- STOCKHOLDERS
2.1. Place of Stockholders' Meetings: All meetings of the stockholders
of the Corporation shall be held at such place or places, within or outside the
State of Delaware as may be fixed by the Board of Directors from time to time or
as shall be specified in the respective notices thereof.
2.2. Date and Hour of Annual Meetings of Stockholders: An annual
meeting of stockholders shall be held each year within five months after the
close of the fiscal year of the Corporation.
2.3. Purpose of Annual Meetings: At each annual meeting, the
stockholders shall elect the members of the Board of Directors for the
succeeding year. At any such annual meeting any further proper business may be
transacted.
2.4. Special Meetings of Stockholders: Special meetings of the
stockholders or any class or series thereof entitled to vote may be called by
the President or by the Chairman of the Board of Directors, or at the request in
writing by stockholders of record owning at least fifty (50%) percent of the
issued and outstanding voting shares of common stock of the corporation.
2.5. Notice of Meetings of Stockholders: Except as otherwise expressly
required or permitted by law, not less than ten days nor more than sixty days
before the date of every stockholders' meeting the Secretary shall give to each
stockholder of record entitled to vote at such meeting, written notice, served
personally by mail or by telegram, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Such notice, if mailed shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address for notices to such stockholder as it appears on the
records of the corporation.
2.6 Quorum of Stockholders:
(a) Unless otherwise provided by the Certificate of
Incorporation or by law, at any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to cast a
majority of the votes thereat shall constitute a quorum. The withdrawal
of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been
established at such meeting.
(b) At any meeting of the stockholders at which a quorum shall
be present, a majority of voting stockholders, present in person or by
proxy, may adjourn the meeting from time to time without notice other
than announcement at the meeting. In the absence of a quorum, the
officer presiding thereat shall have power to adjourn the meeting from
time to time until a quorum shall be present. Notice of any adjourned
meeting, other than announcement at the meeting, shall not be required
to be given except as provided in paragraph (d) below and except here
expressly required by law.
(c) At any adjourned session at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting originally called but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled
to vote at any adjournment or adjournments thereof, unless a new record
date is fixed by the Board of Directors.
(d) If an adjournment is for more than thirty 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.
2.7. Chairman and Secretary of Meeting: The President shall preside at
meetings of the stockholders. The Secretary shall act as secretary of the
meeting or if he is not present, then the presiding officer may appoint a person
to act as secretary of the meeting.
2.8. Voting by Stockholders: Except as may be otherwise provided by the
Certificate of Incorporation or these by-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
voting stock standing in his name on the books of the corporation on the record
date for the meeting. Except as otherwise provided by these by-laws, all
elections and questions shall be decided by the vote of a majority in interest
of the stockholders present in person or represented by proxy and entitled to
vote at the meeting.
2.9. Proxies: Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy. Every proxy shall be in
writing, subscribed by the stockholder or his duly authorized attorney-in-fact,
but need not be dated, sealed, witnessed or acknowledged.
2.10. Inspectors: The election of directors and any other vote by
ballot at any meeting of the stockholders shall be supervised by a least two
inspectors. Such inspectors may be appointed by the presiding officer before or
at the meeting; or if one or both inspectors so appointed shall refuse to serve
or shall not be present, such appointment shall be made by the officer presiding
at the meeting.
2.11. List of Stockholders:
(a) At least ten days before every meeting of stockholders,
the Secretary shall prepare and make 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.
(b) During ordinary business hours, for a period of at least
ten days prior to the meeting, such list shall be open to examination
by any stockholder for any purpose germane to the meeting, either at a
place within the city where the meeting is to be held, which 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.
(c) This list shall also be produced and kept at the time and
place of the meeting during the whole time of the meeting, and it may
be inspected by any stockholder who is present.
(d) The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list
required by this Section 2.11 or the books of the corporation, or to
vote in person or by proxy at any meeting of stockholders.
2.12. Procedure at Stockholders' Meetings: Except as otherwise provided
by these by-laws or any resolutions adopted by the stockholders or Board of
Directors, the order of business and all other matters of procedure at every
meeting of stockholders shall be determined by the presiding officer.
2.13. Action By Consent Without Meeting: Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, 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.
ARTICLE III- DIRECTORS
3.1. Powers of Directors: The property, business and affairs of the
corporation shall be managed by its Board of Directors which may exercise all
the powers of the corporation except such as are by the law of the State of
Delaware or the Certificate of Incorporation or these by-laws required to be
exercised or done by the stockholders.
3.2. Number, Method of Election, Terms of Office of Directors:
(a) The number of directors, which shall constitute the whole
Board, shall be not fewer than one or more than five. Within the limits
above specified, the number of directors shall be determined by the
Board of Directors pursuant to a resolution adopted by a majority of
the directors then in office.
(b) Directors shall be elected at the annual meeting of
stockholders to succeed those directors whose terms have expired. Each
director shall hold office for the term for which elected and until his
or her successor shall be elected and qualified. Directors need not be
stockholders. A director may be removed from office at a meeting
expressly called for that purpose by the vote of not less than a
majority of the outstanding capital stock entitled to vote at an
election of directors.
3.3. Vacancies on Board of Directors; Removal:
(a) Any director may resign his office at any time by
delivering his resignation in writing to the Chairman of the Board or
to the President. It will take effect at the time specified therein or,
if no time is specified, it will be effective at the time of its
receipt by the corporation. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
registration.
(b) Any vacancy in the authorized number of directors may be
filled by majority vote of the directors and any director so chosen
shall hold office until the next annual election of directors by the
stockholders and until his successor is duly elected and qualified or
until his earlier resignation or removal.
(c) Any director may be removed with or without cause at any
time by the majority vote of the stockholders given at a special
meeting of the stockholders called for that purpose.
3.4. Meetings of the Board of Directors:
(a) The Board of Directors may hold their meetings, both
regular and special, either within or outside the State of Delaware.
(b) Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be determined by
resolution of the Board of Directors. No notice of such regular
meetings shall be required. If the date design for any regular meeting
be a legal holiday, then the meeting shall be held on the next day
which is not a legal holiday.
(c) The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of the
stockholders for the election of officers and the transaction of such
other business as may come before it. If such meeting is held at the
place of the stockholders' meeting, no notice thereof shall be
required.
(d) Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board or the
President or at the written request of any one director.
(e) The Secretary shall give notice to each director of any
special meeting of the Board of Directors by mailing the same at least
three days before the meeting or by telegraphing, telexing, or
delivering the same not later than the date before the meeting.
Unless required by law, such notice need not include a statement of the
business to be transacted at, or the purpose of, any such meeting. Any and all
business may be transacted at any meeting of the Board of Directors. No notice
of any adjourned meeting need be given. No notice to or waiver by any director
shall be required with respect to any meeting at which the director is present.
3.5. Quorum and Action: Unless provided otherwise by law or by the
Certificate of Incorporation or these by-laws, a majority of the Directors shall
constitute a quorum for the transaction of business; but if there shall be less
than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. The vote of a majority of the Directors
present at any meeting at which a quorum is present shall be necessary to
constitute the act of the Board of Directors.
3.6. Presiding Officer and Secretary of the Meeting: The President, or,
in his absence a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officer may appoint a
secretary of the meeting.
3.7. Action by Consent Without Meeting: 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 or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes or proceedings of the Board or committee.
3.8. Action by Telephonic Conference: Members of the Board of
Directors, or any committee designated by such board, may participate in a
meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
3.9. Committees: The Board of Directors shall, by resolution or
resolutions passed by a majority of Directors designate one or more committees,
each of such committees to consist of one or more Directors of the Corporation,
for such purposes as the Board shall determine. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee.
3.10. Compensation of Directors: Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE IV- OFFICERS
4.1. Officers, Title, Elections, Terms:
(a) The elected officers of the corporation shall be a
President, a Treasurer and a Secretary, and such other officers as the
Board of Directors shall deem advisable. The officers shall be elected
by the Board of Directors at its annual meeting following the annual
meeting of the stockholders, to serve at the pleasure of the Board or
otherwise as shall be specified by the Board at the time of such
election and until their successors are elected and qualified.
(b) The Board of Directors may elect or appoint at any time,
and from time to time, additional officers or agents with such duties
as it may deem necessary or desirable. Such additional officers shall
serve at the pleasure of the Board or otherwise as shall be specified
by the Board at the time of such election or appointment. Two or more
offices may be held by the same person.
(c) Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
(d) Any officer may resign his office at any time. Such
resignation shall be made in writing and shall take effect at the time
specified therein or, if no time has been specified, at the time of its
receipt by the corporation. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
resignation.
(e) The salaries of all officers of the corporation shall be
fixed by the Board of Directors.
4.2. Removal of Elected Officers: Any elected officer may be removed at
any time, either with or without cause, by resolution adopted at any regular or
special meeting of the Board of Directors by a majority of the Directors then in
office, provided however, that the removal of the President must be adopted by
the unanimous consent of the Board of Directors.
4.3. Duties:
(a) President: The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control all the business and affairs of
the corporation. He shall, when present, preside at all meetings of the
stockholders and of the Board of Directors. He shall see that all
orders and resolutions of the Board of Directors are carried into
effect (unless any such order or resolution shall provide otherwise),
and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of
Directors from time to time.
(b) Treasurer: The Treasurer shall (1) have charge and custody
of and be responsible for all funds and securities of the Corporation;
(2) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever; (3) deposit all such moneys due
and payable to the corporation in such banks, trust companies, or other
depositories as shall be selected by resolution of the Board of
Directors; and (4) in general perform all duties incident to the office
of treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. He shall, if
required by the Board of Directors, give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
(c) Secretary: The Secretary shall (1) keep the minutes of the
meetings of the stockholders, the Board of Directors, and all
committees, if any, of which a secretary shall not have been appointed,
in one or more books provided for that purpose; (2) see that all
notices are duly given in accordance with the provisions of these
by-laws and as required by law; (3) be custodian of the corporate
records and of the seal of the corporation and see that the seal of the
corporation is affixed to all documents, the execution of which on
behalf of the corporation under its seal, is duly authorized; (4) keep
a register of the post office address of each stockholder which shall
be furnished to the Secretary by such stockholder; (5) have general
charge of stock transfer books of the Corporation; and (6) in general
perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the President or
by the Board of Directors.
ARTICLE V - CAPITAL STOCK
5.1. Stock Certificates:
(a) 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 President and by the Treasurer or the Secretary, certifying the
number of shares owned by him.
(b) If such certificate is countersigned by a transfer agent
other than the corporation or its employee, or by a registrar other
than the corporation or its employee, the signatures of the officers of
the corporation may be facsimiles, and, if permitted by law, any other
signature may be a facsimile.
(c) In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date
of issue.
(d) Certificates of stock shall be issued in such form not
inconsistent with the Certificate of Incorporation as shall be approved
by the Board of Directors, and shall be numbered and registered in the
order in which they were issued.
(e) All certificates surrendered to the corporation shall be
canceled with the date of cancellation, and shall be retained by the
Secretary, together with the powers of attorney to transfer and the
assignments of the shares represented by such certificates, for such
period of time as shall be prescribed from time to time by resolution
of the Board of Directors.
5.2. Record Ownership: A record of the name and address of the holder
of such certificate, the number of shares represented thereby and the date of
issue thereof shall be made on the corporation's books. The corporation shall be
entitled to treat the holder of any share of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as required by law.
5.3. Transfer of Record Ownership: Transfer of stock shall be made on
the books of the corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the corporation for
transfer, both the transferor and the transferee request the corporation to do
so.
5.4. Lost, Stolen or Destroyed Certificates: Certificates representing
shares of stock of the corporation shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed in such manner and on such terms
and conditions as the Board of Directors from time to time may authorize.
5.5. Transfer Agent; Registrar; Rules Respecting Certificates: The
corporation may maintain one or more transfer offices or agencies where stock of
the corporation shall be transferable. The corporation may also maintain one or
more registry offices where such stock shall be transferable. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.
5.6. Fixing Record Date for Determination of Stockholders of Record:
The Board of Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to vote at, any
meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall be not more than sixty days nor less than ten days before the date of
a meeting of the stockholders, nor more than sixty days prior to any other
action requiring such determination of the stockholders. A determination of
stockholders of record entitled to notice 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.
5.7. Dividends: Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the Board of Directors from time to time in
their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the corporation.
ARTICLE VI - SECURITIES HELD BY THE CORPORATION
6.1. Voting: Unless the Board of Directors shall otherwise order, the
President, the Secretary or the Treasurer shall have full power and authority,
on behalf of the corporation, to attend, act and vote at any meeting of the
stockholders of any corporation in which the corporation may hold stock, and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the corporation a proxy or proxies
empowering another or others to act as aforesaid. The Board of Directors from
time to time may confer like powers upon any other person or persons.
6.2. General Authorization to Transfer Securities Held by the
Corporation:
(a) Any of the following officers, to wit: the President and
the Treasurer shall be, and they hereby are, authorized and empowered
to transfer, convert, endorse, sell, assign, set over and deliver any
and all shares of stock, bonds, debentures, notes, subscription
warrants, stock purchase warrants, evidence of indebtedness, or other
securities now or hereafter standing in the name of or owned by the
corporation, and to make, execute and deliver, under the seal of the
corporation, any and all written instruments of assignment and transfer
necessary or proper to effectuate the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of
assignment and transfer executed pursuant to and in accordance with the
foregoing paragraph (a), a certificate of the Secretary of the
corporation in office at the date of such certificate setting forth the
provisions of this Section 6.2 and stating that they are in full force
and effect and setting forth the names of persons who are then officers
of the corporation, then all persons to whom such instrument and
annexed certificate shall thereafter come, shall be entitled, without
further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that
the shares of stock or other securities named in such instrument were
theretofore duly and properly transferred, endorsed, sold, assigned,
set over and delivered by the corporation, and that with respect to
such securities the authority of these provisions of the by-laws and of
such officers is still in full force and effect.
ARTICLE VII - MISCELLANEOUS
7.1. Signatories: All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
7.2. Seal: The seal of the corporation shall be in such form and shall
have such content as the Board of Directors shall from time to time determine.
7.3. Notice and Waiver of Notice: Whenever any notice is required to be
given under the provisions of these By-Laws or under the provisions of the
Certificate of Incorporation or under the provisions of the corporation law of
the state of incorporation, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance of
any person at a meeting for which any notice is required to be given under the
provisions of these By-Laws, the Certificate of Incorporation or the corporation
law of the state of incorporation shall constitute a waiver of notice of such
meeting except when the person attends for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
7.4. Indemnity: The corporation shall indemnify its directors, officers
and employees to the fullest extent allowed by law, provided, however, that it
shall be within the discretion of the Board of Directors whether to advance any
funds in advance of disposition of any action, suit or proceeding, and provided
further that nothing in this section 7.4 shall be deemed to obviate the
necessity of the Board of Directors to make any determination that
indemnification of the director, officer or employee is proper under the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.
7.5. Fiscal Year: Except as from time to time otherwise determined by
the Board of Directors, the fiscal year of the corporation shall end on May
31st.