EXHIBIT 3.4 By-Laws.
CORPORATE BY-LAWS
of
Gold Star Tutoring Services, Inc.
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ARTICLE ONE - OFFICES
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The principal office of the corporation shall be established and
maintained in Palm Beach County, State of Florida; or such other
place within or without the State of Florida, as the Board by
resolution may, from time to time, establish.
ARTICLE TWO - SHAREHOLDERS
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2.1 PLACE OF MEETINGS. Shareholder's meetings shall be held at
the principal office of the corporation, or at such other place,
within or without the State of Florida, as the Board shall
authorize.
2.2 ANNUAL MEETINGS. The annual meeting of Shareholders shall be
held at 1:00 in the afternoon of the third Wednesday of August
each year; however, if such date falls on a legal holiday then
such meeting shall be held on the next business day following, at
the same time, whereby the Shareholders shall transact any and
all business properly brought before said meeting.
2.3 SPECIAL MEETINGS. Special meetings of the Shareholders may be
called by the Board or the Chief Executive Officer or the
President, or at the written request of the Shareholders owning a
majority of the stock entitled to vote at such meeting. A meeting
requested by the Shareholders shall be called for a date not less
than ten or more than sixty days after such request is made. The
secretary shall issue the call for the meeting unless the
president, the Board or the Shareholders shall designate another
to make said call.
2.4 NOTICE OF MEETINGS. All Notices for Shareholder meetings and
any adjournment thereof shall be in writing and state the
purposes, time and place for the meeting. Notice shall be mailed
to each Shareholder having the right and being entitled to vote
at such meetings, at the last address appearing for said
Shareholder upon the records of the corporation, not less than
ten nor more than sixty days prior to the date set for such
meeting. In the case of stock transfers occurring after such
notice, no notice to the transferees shall be required. Any
Shareholder, in writing - before, during or after the meeting,
may make a Waiver of Notice.
2.5 RECORD DATE. The Board may fix a record date not more than
forty days prior to the date set for a meeting of Shareholders as
the date as of which the Shareholders of record who have the
right to and are entitled to notice of and to vote at such
meeting and any adjournment thereof shall be determined. Notice
that such date has been fixed may be published in the city, town
or county where the principal office of the corporation is
located and in each city or town where a transfer agent of the
stock of the corporation is located.
2.6 VOTING. Every Shareholder shall be entitled at each meeting,
and upon each proposal presented thereat, to one vote for each
share of voting stock recorded in said Shareholder's name on the
books of the corporation on the record date as fixed by the
Board. If no record sate was fixed, on the date of the meeting
the Shareholder Record books shall be produced at the meeting
upon the request of any Shareholder. Upon demand of any
Shareholder, the vote for Directors and the vote upon any
question before the meeting shall be by written ballot. All
elections for Directors shall be decided by plurality vote of the
holders of the Common Stock; all other questions shall be decided
by majority vote.
2.7 QUORUM. The presence, in person or by proxy, of Shareholders
holding a majority of the stock of the corporation entitled to
vote shall constitute a quorum at all meetings of the
Shareholders. In case a quorum shall not be present at any
meeting, a majority in interest of the Shareholders entitled to
vote thereat present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
by announcement at the meeting, until the requisite number of
shares entitled to vote shall be represented in person or by
proxy. At any such adjourned meeting at which the requisite
number of shares entitled to vote is represented, any business
may be transacted which might have been transacted at the meeting
as originally noticed; but only those Shareholders entitled to
vote at the meeting as originally noticed shall be entitled to
vote at any adjournment or adjournments thereof.
2.8 PROXIES. At any Shareholders' meeting, or any adjournment
thereof, any Shareholder of record having the right to and
entitled to vote thereat may be represented and vote by proxy
appointed in a written instrument. No such proxy shall be voted
after three years from the date of the instrument unless the
instrument provides for a longer period. In the event that any
such instrument provides for two or more persons to act as
proxies, a majority of such persons present at the meeting, or if
only one be present, that one shall have all the powers conferred
by the proxy instrument upon all persons so designated unless the
instrument shall provide otherwise.
2.9 SHAREHOLDER LIST. After fixing a record date for a meeting,
the corporation shall prepare an alphabetical list of the names
of all of its Shareholders who are entitled to notice of a
Shareholders meeting. Such list shall be arranged by voting group
with the names and addresses, number and class, and series if
any, of shares held by each. This list shall be available for
inspection by any Shareholder for a period of ten days prior to
the meeting.
ARTICLE THREE - DIRECTORS
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3.1 BOARD OF DIRECTORS. The business of the corporation shall be
managed and its corporate powers exercised by a Board of at least
one and no more than seven Directors, each of who shall have
attained the legal age to so act. It shall not be necessary for
Directors to be Shareholders.
3.2 ELECTIONS AND TERM OF DIRECTORS. Directors shall be elected
at the annual meeting of Shareholders and each Director shall
hold office until his successor has been elected and qualified,
or until the Director's prior resignation or removal.
3.3 VACANCIES. If the office of any Director, member of a
committee or other office becomes vacant, or in the event that an
authorized directorship has not been filled by a Shareholder
vote, the remaining Directors may, by a majority vote, appoint
any qualified person to fill such vacancy for the unexpired term
and until a successor shall be duly chosen or elected and
qualified.
3.4 REMOVAL OF DIRECTORS. Any and all of the Directors may be
removed with or without cause by vote of the holders of a
majority of the stock entitled to vote at a special meeting of
Shareholders called for that purpose; or by written consent or at
a meeting duly called for such purpose, by the majority vote of
the remaining Directors,
3.5 NEWLY CREATED DIRECTORSHIPS. The number of Directors may be
increased from time to time by amendment of these By-Laws adopted
pursuant to Article Eight hereof.
3.6 RESIGNATION. A Director may resign at any time by giving
written notice to the Board, the president or the secretary of
the corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board
or such corporate officer, and the acceptance of the resignation
shall not be necessary to make it effective.
3.7 QUORUM. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board
there shall be less than a quorum present, a majority of those
present may adjourn the meeting 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.
3.8 PLACE AND TIME OF BOARD MEETINGS. The Board may hold its
meetings at the office of the corporation or at such other
places, within or without the State of Florida, as it may from
time to time determine.
3.9 REGULAR ANNUAL MEETING. The regular annual meeting of the
Board shall be held immediately following the annual meeting of
the Shareholders at the place of such annual Shareholders
meeting.
3.10 NOTICE OF MEETINGS OF THE BOARD. Regular meetings of the
Board may be held without notice at such time and place, as the
Board shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be
called by the president upon three days notice delivered to each
Director personally or by mail, telephone, or telegram. Upon the
written request of at least two directors, special meetings shall
be called by the president or by the secretary in like manner.
Notice of a meeting need not be given to any Director who submits
a written Waiver of Notice, whether before, during or after the
meeting; nor to a Director who attends and participates in the
meeting without protesting the lack of notice prior to or upon
the commencement of such meeting.
3.11 EXECUTIVE AND OTHER COMMITTEES. The Board may, by
appropriate resolution, designate two or more of their number to
one or more committees, which to the extent provided in said
resolution or these By-Laws, might exercise the powers of the
Board in the management of the business of the corporation.
3.12 COMPENSATION. The Board may provide for compensation to be
paid to outside (i.e., not otherwise employed by the Corporation)
Directors for their services as such. Alternatively the Board may
provide each director with a fixed sum plus reimbursement of
necessary expenses actually incurred for their actual attendance
at the annual, regular and special meetings of the Board.
3.13 DUAL CAPACITY. Directors shall not be precluded from
simultaneously serving the corporation in any other capacity or
from receiving compensation from the corporation for such
services.
3.14 INTEREST OF DIRECTORS IN CONTRACTS. (a) No contract or
transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in
which one or more of the Corporation's directors or officers, are
directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting
of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose, if:
(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or
(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareholders; or
(3) The contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the Board
of Directors, a committee of the Board of Directors or the
shareholders.
Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a
committee, which authorizes the contract or transaction.
ARTICLE FOUR - OFFICERS
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4.1 OFFICERS, ELECTION AND TERM.
A. The Board may elect or appoint a chairman, a chief
executive officer, a president, a chief financial officer, one or
more vice presidents, a secretary, an assistant secretary, a
treasurer and an assistant treasurer and such other officers as
it may determine who shall have duties and powers as hereinafter
provided.
B. All officers shall be elected or appointed to hold
office until the next Regular Annual Meeting of the Board and
until their successors have been elected or appointed and
qualified.
4.2 REMOVAL, RESIGNATION, COMPENSATION, ETC.
A. Any officer may be removed by the Board with or without
cause.
B. In the event of the death, resignation or removal of an
officer, the Board may in its discretion, elect or appoint a
successor to fill the unexpired term.
C. Any two or more offices may be held by the same person.
D. The Board shall determine the compensation for all
officers.
E. The Directors may require that any officer give security
for the faithful performance of the duties of such office.
4.3 CHAIRMAN. The Chairman of the Board, if one were elected,
shall preside at all meetings of the Board and shall have and
perform such other duties from time to time as may be assigned by
the Board or the Executive Committee.
4.4 PRESIDENT. Unless otherwise determined by the Board, the
president shall be the chief executive officer of the corporation
and shall have the general powers and duties of supervision,
management and control of the business of the corporation as is
usually vested in the office of the president of a corporation,
including presiding at all meetings of the Shareholders, and
presiding at board meetings in the absence of the Chairman.
Unless the Board provides otherwise, the president shall execute
bonds, mortgages and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any
instrument when so required.
4.5 CHIEF EXECUTIVE OFFICER. From time to time the Board may
elect the Chairman or another individual, instead of the
President, to serve the Corporation as the Chief Executive
Officer, with full responsibilities as the highest elected
officer for the conduct of the business operations of the
Corporation and with all other executive officers reporting to
said Chief Executive Officer.
4.6 CHIEF FINANCIAL OFFICER. From time to time the Board may
elect an individual, who may or may not be the Treasurer, to
serve the Corporation as the Chief Financial Officer, with full
responsibilities to conduct the financial operations of the
Corporation. In the absence of such appointment, the Treasurer
shall assume such responsibilities.
4.7 VICE-PRESIDENT. The vice-president shall perform such duties
as from time to time the Board shall prescribe or the president
shall assign. During the absence or disability of the president,
the vice-president, or if there be more than one, the senior
executive vice-president, shall have all the powers and functions
of the president.
4.8 SECRETARY. The secretary shall: attend all Shareholder and
Board meetings; record all votes and minutes of all corporate
proceedings; give or cause to be given notice of all Shareholder
and Directors meetings; maintain custody and control of the
corporate seal, affixing it upon instruments when required and
authorized to do so by the Board or the president; prepare or
cause to be prepared a certified list of Shareholders, in
alphabetical order indicating the number of shares of each
respective class held by each such Shareholder; keep all
documents and corporate records as required by law and in a
proper and safe manner; and to perform such other duties as may
be prescribed by the Board or assigned by the president.
4.9 ASSISTANT SECRETARY. The assistant-secretary shall perform
such duties and functions as may be assigned by the secretary.
During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated
by the secretary or by the Board, shall have all of the powers
and functions of the secretary.
4.10 TREASURER. The treasurer shall: have the custody and control
of the corporate funds and securities; keep full and accurate
books of account, including the receipts and disbursements in the
corporate accounts; record and deposit all money and other
valuables in the name and to the credit of the corporation in
such depositories as designated by the Board; disburse the funds
of the corporation as ordered or authorized by the Board,
preserving proper vouchers therefore; render full statements of
the books and records, including income, profit and loss, and the
financial condition of the corporation to the president and at
the regular meetings of the Board. The treasurer shall render a
full and accurate financial report at the annual meeting of the
Shareholders. To ensure the accuracy of the reports, which the
treasurer is responsible for preparing, all other officers of the
corporation shall provide the treasurer with such reports and
statements as may be requested from time to time. The treasurer
shall perform such other duties as may be required from time to
time by the Board or as assigned by the president.
4.11 ASSISTANT-TREASURER. The assistant-treasurer shall perform
such duties and functions as may be assigned by the treasurer.
During the absence or disability of the treasurer, the assistant-
treasurer, or if there are more than one, the one so designated
by the treasurer or by the Board, shall have all of the powers
and functions of the treasurer.
4.12 SURETIES AND BOND. The Board may require any officer or
agent of the corporation to provide the corporation with a surety
bond in such sum and with such surety as the Board may direct, to
assure the faithful performance of duties to the corporation,
including responsibility for negligence and for the accounting
for all assets and property of the corporation for which such
officer or agent may have responsibility.
4.13 INDEMNIFICATION. The Company is authorized in its By-laws to
indemnify its officers and directors to the fullest extent
allowed under the provisions of the State of Florida Corporation
Laws for claims brought against such persons in their capacity as
officers and or directors.
ARTICLE FIVE - CERTIFICATES FOR SHARES
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5.1 CERTIFICATES. The shares of capital stock for which the
corporation is authorized to issue shall be represented by
certificates, which shall be numbered and recorded in the
Shareholders Record and Transfer books upon their issuance. Each
certificate shall: exhibit the holder's name; the number of
shares owned; be duly signed by the president and secretary or
treasurer; and bear the seal of the corporation. By resolution of
the Board, facsimile signatures of such officers may be used. In
the event that the corporation appoints a transfer agent and or
registrar, each certificate shall exhibit the endorsed authorized
signature of such agent. Notwithstanding the foregoing, unless
prohibited by statute, the corporation may elect to provide
shareholders with evidence of their ownership by an SEC approved
electronic book-entry system.
5.2 LOST OR DESTROYED CERTIFICATES. The Board may direct that a
new certificate(s) be issued in place of previously issued but
lost or destroyed certificates upon the provision to the
corporation of an affidavit by the Shareholder(s) setting forth
the facts surrounding the lost or destroyed certificates. The
Board may in its discretion and as a condition precedent to the
issuance of a replacement certificate, require that the
Shareholder provide a bond or other security, to indemnify the
corporation in the event of a future claim with respect to the
certificate alleged to have been lost or destroyed.
5.3 TRANSFER OF SHARES. Upon surrender to the corporation (or its
transfer agent) 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(s) entitled thereto, and
the old certificate shall be canceled upon the Stock Transfer
books and records of the corporation, which shall be kept at its
principal office. Transfers made as collateral security, and not
absolutely, shall be so indicated upon the transfer ledger.
5.4 APPOINTMENT OF TRANSFER AGENT. The Board shall have the power
and authority, at its option, to appoint a duly licensed and
qualified stock transfer agency to provide stock transfer and
warrant agency services to the corporation.
5.5 CLOSING TRANSFER BOOKS. The Board shall have the power to
close the share transfer books of the corporation for a period of
not more than ten days during the thirty day period immediately
preceding: a) any Shareholders meeting; or, b) any date upon
which Shareholders shall be called upon to or have a right to
take action without a meeting; or, c) any date fixed for the
payment of a dividend or any other form of distribution.
Only those Shareholders of record at the time the transfer books
are closed, shall be recognized as such for the purposes of:
receiving meeting notices, voting at meetings, taking action
without a meeting, or receiving dividends or other distributions.
ARTICLE SIX - DIVIDENDS
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Out of funds, which are legally available, the Board may at any
regular or special meeting, declare cash dividends payable upon
the capital stock of the corporation. Before declaring any such
dividend there may be set apart out of any funds so available,
such sum or sums as the Board from time to time deems proper for
working capital, or as a reserve fund to meet contingencies, or
for equalizing dividends, or for such other purposes as the Board
shall deem in the best interests of the corporation.
ARTICLE SEVEN - CORPORATE SEAL
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7.1 DESCRIPTION AND USE. The seal of the corporation shall be
rectangular, square or circular in form, and shall bear the name
of the corporation, the year of its organization, and State of
Incorporation, i.e., Florida. The seal may be used by causing it
to be impressed directly upon the instrument or writing to be
sealed, or upon an adhesive substance to be affixed thereto. The
seal on the Certificates for shares, or on any corporate
obligation for the payment of money, may be facsimile, stamped,
engraved, or printed.
7.2 CONTROL AND CUSTODY. Except as otherwise directed by the
Board, the president of the corporation shall cause the seal to
be affixed to any corporate instruments, including bonds,
mortgages and other contracts, in behalf of the corporation. When
so affixed, the secretary or treasurer of the corporation shall
attest thereto. The secretary of the corporation shall bear
primary responsibility for maintaining custody and control of the
seal at all times.
ARTICLE EIGHT - EXECUTION OF INSTRUMENTS
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All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer
or officers or other person(s) as the Board may from time to time
designate. 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, agent or agents of the corporation, and in such manner
as shall be determined from time to time by the Board.
ARTICLE NINE - FISCAL YEAR
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Unless otherwise determined by the Board of Directors in a timely
fashion, the corporation's fiscal year shall be the 31st day of
December of each year.
ARTICLE TEN - NOTICE AND WAIVER OF NOTICE
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Unless otherwise specifically provided to the contrary, all
notices required by these By-Laws shall be made, in writing and
delivered by depositing same in the United States postal service
mail depository, in a sealed postage-paid wrapper, properly
addressed to the person entitled to notice, at the last known
address of such person. Such notice shall be deemed to have been
given on the day of such mailing. Notwithstanding the foregoing,
Notice may be given personally or by a serving agent, or
commercial express delivery service provided the individual
making such delivery attests to such service. Shareholders not
entitled to vote shall not be entitled to receive any notice of
any meetings except as otherwise provided by Statute. Before,
during or after an event to which a Shareholder is entitled to
notice, any Shareholder may execute a written waiver of such
notice, whether required by these By-Laws, the Articles of
Incorporation or any applicable statutes.
ARTICLE ELEVEN - CONSTRUCTION
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Whenever a conflict arises between the language of these By-Laws
and the Articles of Incorporation, the Articles of Incorporation
shall take precedence.
ARTICLE TWELVE - ACTION BY CONSENT
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Any action taken by the Shareholders, the Directors or a
Committee of the Board may be taken upon written consent, without
a meeting, pursuant to the applicable provisions of the Florida
Statutes.
ARTICLE THIRTEEN - AMENDMENTS
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These By-Laws may be altered, changed, amended or repealed by the
affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereon, or the affirmative vote
of a majority of the Board, at any meeting duly called, and for
which proper notice of the meeting and its purpose was given to
the Shareholders or the members of the Board, respectively, or
upon the written consent of a majority of the members of the
Board.
ARTICLE FOURTEEN - "AFFILIATED TRANSACTIONS"
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AND CONTROL SHARE ACQUISITIONS
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As provided in the Articles of Incorporation, the Corporation
shall not be subject to the `Affiliated Transactions' provisions
of Florida Statutes 607.0901, nor to the `Control Share
Acquisition' provisions of Florida Statutes 607.0902.
ARTICLE FIFTEEN - EMERGENCY BY-LAWS
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Pursuant to the provisions of Florida Statutes 607.0207, in the
event that a quorum of the Directors cannot be readily assembled
because of a catastrophic event, any member of the Board may call
an emergency meeting and that member shall constitute a quorum
for the transaction of the corporation's business. Such member
shall notify all other Directors using any means of communication
available.
ARTICLE SIXTEEN - ACTION IN GOOD FAITH
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Any action taken in good faith and acted upon in accordance with
these By-Laws shall bind the corporation; and the corporation
shall hold harmless any Director, officer, employee or agent who
undertakes an action pursuant to these By-Laws.