1
BYLAWS
OF
DigiMedia USA, INC.
ARTICLE I - SHAREHOLDERS
Section 1.1 Annual Meeting, The annual meeting of the
Shareholders for the election of Directors and for the
transaction of such other business as may properly come before
the meeting shall be held at such place, either within or without
the State of Florida. on such date and at such time as the Board
of Directors may by resolution provide, or if the Board of
Directors fails to provide, then such meeting shall be held at
the principal office of the Corporation at 2454 Northeast 13th
Avenue, Fort Lauderdale, Florida, on the first Tuesday of June of
each year, or, if such date is a legal holiday, on the next
succeeding business day. The Board of Directors may specify by
resolution prior to any special meeting of Shareholders held
within the year that such meeting shall be in lieu of the annual
meeting.
Section 1.2 Special Meetings: Call and Notice of Meetings.
Special meetings of the Shareholders may be called at any time by
the Board of Directors, the President, or upon written request of
the holder(s) of at least twenty-five percent (25%) of the
outstanding common stock. Such meetings shall be held at such
place, either within or without the State of Florida, as is
stated in the call and notice thereof. Written notice of such
meeting of Shareholders, stating the time and place of the
meeting, and the purpose of any special meeting shall be mailed
to each Shareholder entitled to vote at or to notice of such
meeting at his or her address shown on the books of the
Corporation not less than ten (10) nor more than sixty (60) days
prior to such meeting unless such Shareholder waives notice of
the meeting . Any Shareholder may execute a waiver of notice, in
person or by proxy, either before or any meeting, and shall be
deemed to have waived notice if he is present at such meeting in
person or by proxy. Neither the business transacted at nor the
purpose of any meeting need be stated in the waiver of notice of
such meeting.
Notice of any meeting may be given by the President, the
Secretary or by the person(s) calling such meeting. No notice
need be given of the time, and place of reconvening of any
adjourned meeting, if the time and place to which the meeting is
adjourned are announced at the adjourned meeting.
Section 1.3 Quorum: Required Shareholder Vote. A quorum for
the transaction of business at any annual or special meeting of
Shareholders shall exist when the holders of a majority of the
outstanding shares entitled to vote are represented either in
person or by proxy at such meeting. If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the special matter shall be the
act of the Shareholders unless a greater vote is required by law,
by the Articles of Incorporation or by these Bylaws. When a
quorum is once present to organize a meeting, the Shareholders
present may continue to do business at the meeting or at any
adjournment thereof, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum. The holders of a
majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to
time.
Section 1.4 Proxies. A Shareholder may vote either in person
or by a proxy which be has duly executed in writing. No proxy
shall be valid after eleven (11) months from the date of its
execution unless a longer period is expressly provided in the
proxy.
Section 1.5 Action of Shareholders Without Meeting. Any action
required to be or which may be taken at a meeting of the
Shareholders, may be taken without a meeting if written consent,
setting forth the actions so taken shall be signed by all of the
Shareholders entitled to vote with respect to the subject matter
thereof. Such consent shall have the same force and effect as
unanimous affirmative vote of the Shareholders and shall be filed
with the minutes of the proceedings of the Shareholders.
ARTICLE II - DIRECTORS
Section 2.1 Power of Directors. The Board of Directors shall
manage the business of the Corporation and may exercise all the
powers of the Corporation, subject to any restrictions imposed by
law, by the Articles of Incorporation or by the Bylaws.
Section 2.2 Composition of the Board. The Board of Directors
of the Corporation shall consist of between three and nine
natural persons of the age of eighteen years or over, except that
if all shares of the Corporation are owned beneficially and of'
record by less than three (3) shareholders, the number of
Directors may be less than three but not less than the number of
shareholders. Directors need not be residents of the State of
Florida or Shareholders of the Corporation. At each annual
meeting the Shareholders shall fix the number of Directors and
elect the Directors, who shall serve until their successors are
elected and qualified; provided that the Shareholders may, by the
affirmative vote of the holders of a majority of the shares
entitled to vote at an election of Directors increase or reduce
the number of Directors and add or remove Directors with or
without cause at any time.
Section 2.3 Meeting of the Board: Notice of Meeting; Waiver of
Notice. The annual meeting of the Board of Directors for the
purpose of electing officers and transacting such other business
as may be brought before the meeting shall be held each year
immediately following the annual meeting of Shareholders. The
Board of Directors may by resolution provide for the time and
place of other regular meetings and no notice of such regular
meeting need be given, except as provided in Article VII of these
Bylaws, in which case notice shall be given. Special meetings of
the Board of Directors may be called by the President, or by two
(2) Directors, and written notice of the time and place of such
meetings shall be given to each Director by telephone, telegraph,
cablegram, Federal Express or in person at least two (2) days
before the meeting. Any Director may execute a waiver of notice,
either, before or after any meeting, and shall be deemed to have
waived notice if he is present at such meeting. Neither the
business to be transacted at, nor the purpose of, any meeting of
the Board of Directors need be stated in the notice or waiver of
notice of such meeting. Any meeting may be held at any place
within or without the State of Florida.
Section 2.4 Quorum: Vote Requirement. A majority of the
Directors in office at any time shall constitute a quorum for the
transaction of business at any meeting. When a quorum is
present, the vote of a majority of the Directors present shall be
the act of the Board of Directors, unless a greater vote is
required by the Articles of Incorporation or by these Bylaws.
Section 2.5 Action of the Board Without Meeting. Any action
required or permitted to be taken at a meeting of the Board of
Directors or any committee thereof may he taken without a meeting
if written consent, setting forth the action so taken, is signed
by all the Directors or committee members and filed with the
minutes of the proceedings of the Board of Directors or
committee. Such consent shall have the same force and effect as
an unanimous affirmative vote of the Board of Directors or
committee, as the case may be.
Section 2.6 Committees. The Board of Directors, by resolution
adopted by a majority of all of the Directors, may designate from
among its members an Executive Committee, and/or other
committees, each composed of two (2) or more Directors, which may
exercise such authority as is delegated by the Board of
Directors, provided that no committee shall have the authority of
the Board of Directors in reference to (a) an amendment to the
Articles of Incorporation or the Bylaws of the corporation, (b)
the adoption of a plan of merger or consolidation, (c) the sale,
lease. exchange or other disposition of all or substantially all
of the property and assets of the Corporation, or (d) voluntary
dissolution of the Corporation or a revocation thereof.
Section 2.7 Vacancies. A vacancy occurring in the Board of
Directors by reason of the removal of a Director by the
Shareholders shall be filled by the Shareholders, or, if
authorized by the Shareholders, by the remaining Directors. Any
other vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majoritv of the remaining Directors
through less than a quorum of the Board of Directors, or by the
sole remaining Director, as the case may be, or, if the vacancy
is not so filled, or if no Director remains, by the Shareholders.
A Director elected to fill a vacancy shall serve for the
unexpired term of his predecessor in office.
ARTICLE III - OFF1CERS
Section 3.1 Executive Structure of the Corporation. The
officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other officers as may be elected
by the Board of Directors. Each officer shall hold office for
the term for which he has been elected until he is removed or his
successor has been elected and qualified. The same individual
may simultaneously hold more than one office in the Corporation.
The Board of Directors may designate a Vice President as an
Executive Vice President and may designate the order in which
other Vice Presidents may act.
Section 3.2 President. The President shall be the chief
executive officer of the Corporation and shall give general
supervision and direction to the affairs of the Corporation,
subject to the direction of the Board of Directors. He shall
preside at all meetings of the Shareholders.
Section 3.3 Vice President. The Vice President shall act in
the case of absence or disability of the President.
Section 3.4 Secretary. The Secretary shall keep the minutes
of the proceedings of the Shareholders and of the Board of
Directors, and shall have custody of and attest to the seal of
the Corporation.
Section 3.5 Treasurer. The Treasurer shall be responsible for
the maintenance of proper financial books and records of the
Corporation.
Section 3.6 Other Duties and Authority. Each officer,
employee and agent of the Corporation shall have such other
duties and authority as may be conferred to him by the Board of
Directors or delegated to him by the President.
Section 3.7 Removal of Officers. Any officer may be removed
at any time by the Board ()f Directors, and such vacancy may be
filled by the Board of Directors. This provision shall not
prevent the making of a contract of employment for a definite
term, with any officer and shall have no effect upon any cause of
action which any officer may have as a result of removal in
breach of a contract of employment.
Section 3.8 Salaries. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of
Directors. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the
Corporation.
ARTICLE IV - STOCK
Section 4. 1 Stock Certificates. The shares of stock of the
Corporation shall be represented by certificates in such form as
may be approved by the Board of Directors, which certificates
shall be issued to the Shareholders of the Corporation in
numerical order from the stock book of the Corporation, and each
of which shall bear the name of the Shareholder, the number of
shares represented and the date of issue; and which shall be
signed by the President and/or the Secretary and which shall be
sealed with the seal of the Corporation. No share certificate
shall be issued until the consideration for the share represented
thereby has been fully paid.
Section 4.2 Transfer of Stock. Shares of stock of the
Corporation shall be transferred only on the books of the
Corporation upon surrender to the Corporation of the
certificate(s) representing the shares to be transferred,
accompanied assignment in writing of such shares properly
executed by the shareholder of record or his or her duly
authorized attorney-in-fact, and with all taxes on the transfer
having been paid. The Corporation may refuse any requested
transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for
transfer of stock,, such certificate shall at once be
conspicuously marked on its face "canceled" and filed with the
permanent stock records of the Corporation. The Board of
Directors may make such additional rules concurring the issuance,
transfer and registration of stock and requirements regarding the
establishment of lost, destroyed or wrongfully taken stock
certificates (including any requirement of an indemnity bond
prior to issuance of any replacement certificate) as it deems
appropriate.
Section 4.3 Registered Stockholders. The Corporation may deem
and treat the holder of record of stock as the absolute owner for
all purposes and shall not be required to take any notice of any
right or claim of right of any other person.
Section 4.4 Record Date. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
Shareholders for any other purpose, the Board of Directors of the
Corporation may fix in advance a date as the record date for any
such determination of Shareholders, such date in any case to be
not more than sixty (60) days and, in the case of a meeting of
Shareholders, not less than (10) days prior to the date on which
the particular action requiring such determination of
Shareholders is to be taken.
Section 4.5 Restriction on Transfer of Stock. No transfer
of any shares of stock of the Corporation (other than transfer
without consideration to permitted transferees) shall be made on
the books of the Corporation, and no unregistered transfer of any
legal or equitable interest in any such shares shall be made or
be effective unless all the provisions of this Bylaw shall have
been complied with. Permitted transferees shall include only the
heirs, the personal representative. spouse or descendants of the
Shareholders or any trust for the sole benefit of any one or more
of these permitted transferees or any existing Shareholder First,
the shares shall. be offered in writing to the Corporation and
its Shareholders for sale to them at a price fixed in such offer.
The Corporation may, within ten (10) days after the receipt of
such written offer, purchase all or any part of such shares by
mailing or delivering a written acceptance to that effect to the
person making such offer. If the Corporation shall accept such
offer in whole or in part, it shall specify a settlement date not
more than five (5) days after the date of such acceptance for the
delivery to it, against payment, of the certificates representing
the shares so purchased. Such certificates shall be delivered
duly endorsed for transfer with signature guarantee and with all
required tax stamps affixed or with funds for payment of such
taxes. If the Corporation shall not purchase all of such shares,
the Corporation shall, on behalf of the registered owner promptly
notify its Shareholders in writing, by mail, or personal delivery
that the balance of such shares is available for purchase by
Shareholders at the price specified in the offer. Each
shareholder may elect to purchase all or any part of such shares
by a written acceptance to that effect received by the
Corporation within fifteen (15) days after the date of mailing or
delivery of such notification. If the Shareholders shall elect
to purchase in the aggregate more shares than are available, the
available shares shall be divided among the accepting
Shareholders in proportion to their registered ownership of
shares of the Corporation, rounding out fractions of shares, if
any, in favor of smaller Shareholders. @iitd without allocating
to any Shareholder shares which he does not desire to purchase.
Such apportionment shall be made by the President of the
Corporation and he shall fix the earliest practicable settlement
date for the completion of the purchase of such shares and shall
notify all interested persons of the apportionment and the
settlement date by such means as he shall deem sufficient.
Promptly after such settlement, or if no Shareholders elect to
Purchase such shares then promptly after the expiration of the
time for such election, the President shall determine whether all
of the provisions of this Bylaw have been complied with, and if
they have, he shall declare the unpurchased shares free shares
and shall notify the registered owner of such determination. For
a period of three (3) months beginning on the first full business
day following the date of such notification the shares so
declared to be free may be sold by the owner thereof to any
person, whether or not a shareholder, at a price not less than
and on terms no less favorable than the price and terms in. which
the, shares were offered to the Corporation and its Shareholders.
After such three (3) month period, such shares shall again be
subject to the restrictions imposed by this Bylaw. The
President's decision regarding the apportionment among the
Shareholders, the settlement and all matters relating to the
interpretation of this Bylaw shall be final. In the absence of
the President, such decisions shall be made by the Senior Vice
President, if any, and if Tik-)i, then by the Secretary. Shares
transferred to any individual or entity shall remain subject to
the restrictions and provisions of this section.
Shares that are restricted pursuant to this section shall be
so indicated by having the following legend on each certificate:
"Notice is hereby given that the sale, assignment,
transfer, pledge or other disposition of the shares of
capital stock represented by this certificate is subject to
the transfer" restrictions contained within the Bylaws of
the Corporation, a copy of which is on file in the Office of
the Secretary of the Corporation."
To the extent this section conflicts with any Buy-Sell Agreement
between the Corporation and its Shareholders, such Buy-Sell
Agreement shall control.
Section 4.6 The Corporation may issue Certificates for Common
Stock Purchase Options. Said Certificates shall be issued
subject to terms and conditions set by the Board of Directors,
which shall provide for the terms for exercising sale
Certificates by surrendering said Certificate(s) to exercise an
option to purchase stock. All such Certificates and the Shares
issued pursuant thereto shall be restricted, unless and until the
Corporation is successful in procuring a registration for said
shares. The pricing for such shares shall be determined by the
Board of Directors.
ARTICLE V DEPOSITORIES SIGNATORIES, SEAL;
Section 5.1 Depositories. All funds of the Corporation shall
be deposited in the name of the Corporation in such bank(s) or
other financial institutions as the Board. of Directors may from
time to time designate and shall be drawn down on checks, drafts
or other orders signed on behalf of the Corporation by such
persons as the Board of Directors may from time to time
designate.
Section 5.2 Contracts and Deeds. All contracts, deeds and
other instruments shall be signed on behalf of the corporation by
the President or by such other officer(s) or agent(s) as the
Board of Directors may from time to time by resolution provide.
Section 5.3 If the seal is affixed to a document, the
signature of the Secretary shall attest the seal. The seal and
its attestation may be lithographed or otherwise printed on any
documents and shall have, to the extent permitted by law, the
same force and effect as if it had been affixed and attested
manually.
ARTICLE VI - INDEMNITY
Any person who was or is a party or is threatened to be made a
party to any threatened. pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative. including any action by or in the right of the
Corporation, by reason of the fact that he or she is or was a
Director or Officer of the Corporation, or is or was serving at
the request of the Corporation as a Director of Officer of
another corporation, partnership, joint venture. trust or, other
enterprise, shall be indemnified by the Corporation against
expenses including reasonable attorney fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection such action, suit or proceeding, unless that
person failed to meet the standard of conduct set forth in the
General Corporation Law of Nevada.
ARTICLE VII - AMENDMENT OF BYLAWS
The Board of Directors shall have the power to alter, amend or
repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by
the Board of Directors may be altered, amended or repealed and
new Bylaws adopted by the Shareholders-. The Shareholders may
prescribe that any Bylaws adopted by them shall not be altered,
amended or repealed by the Board of Directors. Action by the
Directors with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then in
office. Action by the Shareholders with respect to the Bylaws
shall be taken by an affirmative vote of a majority of all shares
outstanding and entitled to vote. Prior to any action under this
Article, seven (7) days written notice (in accordance with the
requirements of Article 11, Section 2.3) shall be given to the
Directors, and ten (10) days written notice (in accordance with
the requirements of Article I, Section 1.2) shall be given to the
Shareholders.
I. Gene Farmer, Vice-President of DigiMedia USA, Inc., certify
that the foregoing are the Bylaws of said Company, adopted
September 13, 1996.
DigiMedia USA, Inc.
Gene Farmer