EXHIBIT 3.10
BY-LAWS
of
MICHAEL JORDAN GOLF COMPANY, INC.
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ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE -- The registered office of Michael Jordan
Golf Company, Inc. (the "Corporation") shall be established and maintained
at the office of The Corporation Trust Company at The Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle,
State of Delaware, and said Corporation Trust Company shall be the registered
agent of the corporation in charge thereof.
SECTION 2. OTHER OFFICES -- The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as
the Board of Directors may from time to time select or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for the
election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors,
by resolution, shall determine and as set forth in the notice of the meeting.
If the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on
the next succeeding business day. At each annual meeting, the stockholders
entitled to vote shall elect a Board of Directors and they may transact such
other corporate business as shall be stated in the notice of the meeting.
SECTION 2. SPECIAL MEETINGS -- Special meetings of the stockholders for
any purpose or purposes may be called by the President or the Secretary, or by
resolution of the Board of Directors.
SECTION 3. VOTING -- Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation of the Corporation and these
By-Laws may vote in person or by proxy, but no proxy shall be voted after three
years from its date unless such proxy provides for a longer period. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, 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 ten days prior 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. 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 entitled to be present.
SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation of the Corporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding shares constituting
a majority of the voting power of the Corporation shall constitute a quorum
at all meetings of the stockholders. In case a quorum shall not be present
at any meeting, a majority in interest of the stockholders entitled to vote
thereat, present in person or by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote shall be present.
At any such adjourned meeting at which the requisite amount of stock entitled
to vote shall be represented, any business may be transacted that might have
been transacted at the meeting as originally noticed; but only those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.
SECTION 5. NOTICE OF MEETINGS -- Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to
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each stockholder entitled to vote thereat, at his or her address as it appears
on the records of the Corporation, not less than ten nor more than sixty days
before the date of the meeting. No business other than that stated in the notice
shall be transacted at any meeting without the unanimous consent of all the
stockholders entitled to vote thereat.
SECTION 6. ACTION WITHOUT MEETING -- Unless otherwise provided by the
Certificate of Incorporation of the Corporation, any action required or
permitted to be taken at any annual or special meeting of 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.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM -- The business and affairs of the Corporation
shall be managed under the direction of a Board of Directors which shall
consist of not less than one person. The exact number of directors shall
initially be one and may thereafter be fixed from time to time by the Board
of Directors. Directors shall be elected at the annual meeting of stockholders
and each director shall be elected to serve until his or her successor shall
be elected and shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS -- Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
SECTION 3. VACANCIES -- If the office of any director becomes vacant, the
remaining directors in the office, though less than a quorum, by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his or her successor shall be duly
chosen. If the office of any director becomes vacant and
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there are no remaining directors, the stockholders, by the affirmative vote of
the holders of shares constituting a majority of the voting power of the
Corporation, at a special meeting called for such purpose, may appoint any
qualified person to fill such vacancy.
SECTION 4. REMOVAL -- Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power entitled
to vote for the election of directors, at an annual meeting or a special
meeting called for the purpose, and the vacancy thus created may be filled,
at such meeting, by the affirmative vote of holders of shares constituting
a majority of the voting power of the Corporation.
SECTION 5. COMMITTEES -- The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate
one or more committees, each committee to consist of one or more directors
of the Corporation.
Any such committee, to the extent provided in the resolution of the
Board of Directors, or in these By-Laws, 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.
SECTION 6. MEETINGS -- The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the stock-
holders; or the time and place of such meeting may be fixed by consent of
all the Directors.
Regular meetings of the Board of Directors may be held without notice
at such places and times as shall be determined from time to time by
resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by the
President, or by the Secretary on the written request of any director, on
at least one day's notice to each director (except that notice to any
director may be waived in writing by such director) and shall be held at
such place or places as may be determined by the Board of Directors, or as
shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation of
the Corporation or these By-Laws, members of
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the Board of Directors, or any committee designated by the Board of Directors,
may participate in any meeting of the Board of Directors or any committee
thereof by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
SECTION 7. QUORUM -- A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned. The vote of the majority of the
Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless the Certificate of Incorporation of the
Corporation or these By-Laws shall require the vote of a greater number.
SECTION 8. COMPENSATION -- Directors shall not receive any stated salary
for their services as directors or as members of committees, but by
resolution of the Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in
any other capacity as an officer, agent or otherwise, and receiving
compensation therefor.
SECTION 9. ACTION 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 a written consent thereto is
signed by all members of the Board of Directors or of such committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or such committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS -- The officers of the Corporation shall be a
President, one or more Vice Presidents, a Treasurer and a Secretary, all of
whom shall be elected by the Board of Directors and shall hold office until
their successors are duly elected and qualified. In addition, the Board of
Directors may elect such Assistant Secretaries and Assistant Treasurers as
they may deem proper. The Board of Directors may
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appoint such other officers and agents as it may deem advisable, 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.
SECTION 2. PRESIDENT -- The President shall be the Chief Executive
Officer of the Corporation. He or she shall preside at all meetings of the
Board of Directors and shall have and perform such other duties as may be
assigned to him or her by the Board of Directors. He or she shall have the
general powers and duties of supervision and management usually vested in
the office of President of a corporation. The President shall have the power
to execute bonds, mortgages and other contracts on behalf of the Corporation,
and to cause the seal to be affixed to any instrument requiring it, and when
so affixed the seal shall be attested to by the signature of the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 3. VICE PRESIDENTS -- Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him or her by the
Board of Directors.
SECTION 4. TREASURER -- The Treasurer shall be the Chief Financial
Officer of the Corporation. He or she shall have the custody of the Corporate
funds and securities and shall keep full and accurate account of receipts
and disbursements in books belonging to the Corporation. He or she shall
deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositories as may be designated by the Board
of Directors. He or she shall disburse the funds of the Corporation as may
be ordered by the Board of Directors or the President, taking proper vouchers
for such disbursements. He or she shall render to the President and Board
of Directors at the regular meetings of the Board of Directors, or whenever
they may request it, an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board
of Directors, he or she shall give the Corporation a bond for the faithful
discharge of his or her duties in such amount and with such surety as the
Board of Directors shall prescribe.
SECTION 5. SECRETARY -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and of the Board of Directors and
all other notices required by law or by these By-Laws, and in case of his
or her absence or refusal or neglect so to do, any such notice may be given
by any person thereunto directed by the President, or by the Board of
Directors, upon whose request the meeting is called as provided in these
By-Laws. He or she shall record all the proceedings
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of the meetings of the Board of Directors, any committees thereof and the
stockholders of the Corporation in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him or her by the Board of
Directors or the President. He or she shall have the custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors or the President, and attest to the same.
SECTION 6. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall
have such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK -- A certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. Certificates of stock of the Corporation shall
be of such form and device as the Board of Directors may from time to time
determine.
SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be issued
in the place of certificate theretofore issued by the Corporation, alleged
to have been lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or such
owner's legal representatives, to give the Corporation a bond, in such sum
as they may direct, not exceeding double the value of the stock, to indemnify
the Corporation against any claim that may be made against it on account of
the alleged loss of any such certificate, or the issuance of any such new
certificate.
SECTION 3. TRANSFER OF SHARES -- The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person
or by their duly authorized attorneys or legal representatives, and upon such
transfer the old certificates shall be surrendered to the Corporation by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by
whom they shall be cancelled, and new certificates shall thereupon be issued.
A record shall be made of each transfer and whenever a transfer shall be made
for
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collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS 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
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and
which record date: (1) in the case of determination of stockholders entitled
to vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty nor less than ten days
before the date of such meeting; (2) in the case of determination of stock-
holders entitled to express consent to corporate action in writing without a
meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and
(3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held; (2)
the record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting when no prior action of the
Board of Directors is required by law, shall be the first day on which a
signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in accordance with applicable law, or,
if prior action by the Board of Directors is required by law, shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action; and (3) the record date for determining
stockholders 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.
A determination of stockholders 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. DIVIDENDS -- Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board
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of Directors may, out of funds legally available therefor at any regular or
special meeting, declare dividends upon stock of the Corporation as and when
they deem appropriate. 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.
SECTION 6. SEAL -- The corporate seal of the Corporation shall be in
such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or
paper.
SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS -- 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 agent or agents,
of the Corporation, and in such manner as shall be determined from time to
time by resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required to be given under these By-Laws, personal notice is not required
unless expressly so stated, and any notice so required shall be deemed to
be sufficient if given by depositing the same in the United States mail,
postage prepaid, addressed to the person entitled thereto at his or her
address as it appears on the records of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders
not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by law. Whenever any notice is required to be
given under the provisions of any law, or under the provisions of the
Certificate of Incorporation of the Corporation or of these By-Laws, a
waiver thereof, in writing and signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be
deemed equivalent to such required notice.
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ARTICLE VI
AMENDMENTS
These By-Laws may be altered, amended or repealed at any annual meeting
of the stockholders (or at any special meeting thereof if notice of such
proposed alteration, amendment or repeal to be considered is contained in
the notice of such special meeting) by the affirmative vote of the holders
of shares constituting a majority of the voting power of the Corporation.
Except as otherwise provided in the Certificate of Incorporation of the
Corporation, the Board of Directors may by majority vote of those present
at any meeting at which a quorum is present alter, amend or repeal these
By-Laws, or enact such other By-Laws as in their judgment may be advisable
for the regulation and conduct of the affairs of the Corporation.
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