BYLAWS
OF
INTERIOR FABRIC DESIGN, INC.
ARTICLE I
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at such place within or without the State of New York
or may from time to time be designated by the Board of Directors, on the 15th
day of December in each year (or if said day be a legal holiday, then on the
next succeeding business day), at 9:00 o'clock in the forenoon, for the purpose
of electing directors and for the transaction of such other business as may
properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
held upon the call of the President or Secretary or of the Board of Directors at
such place within or without the State of New York as may be stated in the
notice thereof, and at such time and for such purpose as may be stated in the
notice. It shall be the duty of the President or the Secretary or of the Board
of Directors to call a special meeting of the stockholders whenever requested in
writing so to do by the holders of at least twenty-five percent (25%) in amount
of the stock, regardless of class, then outstanding and entitled to vote at such
meeting.
Section 3. Notice of Meetings. Notice of the time, place and the purpose of
each meeting of the stockholders, signed by the President or a Vice President or
the Secretary or an Assistant Secretary shall be served either personally or by
mail upon each stockholder of record entitled to vote at such meeting not less
than ten (10) days nor more than fifty (50) days before the meeting; provided,
that no notice of adjourned meetings need be given. If mailed, the notice shall
be directed to each stockholder entitled to notice at his address as it appears
on the stock books of the corporation unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote there
at are present in person or by proxy or if notice of the time, place and purpose
of such meeting is waived by telegram, radiogram, cablegram or other writing,
either before or after the holding thereof, by all stockholders not present and
entitled to vote at such meeting.
Section 4. Quorum. The holders of record of a majority of the shares of
stock of the corporation issued and outstanding regardless of class and entitled
to vote thereat, present in person or by proxy, shall, except as
otherwise provided by law or by the Articles of Incorporation of the corporation
as from time to time amended, constitute a quorum at all meetings of the
stockholders; if there be no such quorum, the holders of a majority of such
shares so present or represented may adjourn the meeting from time to time to a
further date without further notice other than the announcement at such meeting,
and when a quorum shall be present upon such later day, any business may be
transacted which might have been transacted at the meeting as originally called.
Section 5. Conduct of Meetings. Meetings of the stockholders shall be
presided over by the President, or if he is not present by a Vice President, or
if none of the Vice Presidents are present by a Chairman to be chosen at the
meeting. The Secretary or an Assistant Secretary of the corporation, or in their
absence, a person chosen at the meeting shall act as Secretary of the meeting.
Section 6. Inspectors of Election. Whenever any stockholder present at a
meeting of the stockholders shall request the appointment of inspectors, the
Chairman of the meeting shall appoint inspectors who need not be stockholders.
If the right of any person to vote at such meeting shall be challenged, the
inspectors of election shall determine such right. The inspectors shall receive
and count the votes either upon an election or for the decision of any question,
and shall determine the result. Their certificate of any vote shall be prima
facie evidence thereof.
ARTICLE II
Directors
Section 1. Number, Qualification, Term of Office and Quorum. The property,
business and affairs of the corporation shall be managed by its Board of
Directors to consist of three (3) members, all of whom shall be of full age. The
directors shall be elected at the annual meeting of the stockholders in each
year and shall hold office until the next succeeding annual meeting of the
stockholders and thereafter until their successors shall be elected and
qualified in their stead. A majority of the directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors; provided, that if the directors shall severally and/or
collectively consent in writing to any action to be taken by the corporation,
such action shall be as valid corporate action as though it had been authorized
at a meeting of the directors. If at any meeting of the Board there shall be
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum shall have been obtained.
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Section 2. Vacancies. Whenever any vacancies shall have occurred in the
Board of Directors by reason of death, resignation, or otherwise, it shall be
filled by the votes of a majority of the directors then in office at any meeting
and the person so elected shall be a director until his successor is elected by
the stockholders, who may make such election at the next annual meeting of the
stockholders, or at any special meeting duly called for that purpose and held
prior thereto.
Section 3. Meetings. The meetings of the Board of Directors shall be held
at such place or places within or without the state of New York as may from time
to time be determined by a majority of the Board. Regular meetings of the Board
shall be held at such time and place as shall from time to time be determined by
resolution of the Board of Directors. Special meetings may be held at any time
upon the call of the President or Vice President or of not less than a majority
of the directors then in office.
Section 4. Notice of Meetings. Written notice of the time and place, and in
the case of special meetings, the purpose, of every meeting of the Board shall
be duly served on or sent, mailed or telegraphed to each director not less than
three (3) days before the meeting, except that a regular meeting of the Board
may be held without notice immediately after the annual meeting of stockholders
at the same place as such meeting was held, for the purpose of electing or
appointing officers for the ensuing year and the transaction of other business,
provided, that no notice of adjourned meetings need be given. Meetings may be
held at any time without notice if all the directors are present or if those not
present waive notice of the time, place and purpose of such meeting by telegram,
radiogram, cablegram or other writing, either before or after the holding
thereof.
Section 5. Executive and Other Committees. If the number of members of the
Board of Directors is increased to consist of more than three members, it, may,
by resolution passed by a majority of the whole Board, designate three or more
of their number to constitute an executive or any other committee, which, to the
extent provided in said resolution, shall have and exercise the authority of the
Board of Directors the management of the business of the corporation between the
meetings of the Board; but subject to the limitations set forth in the Articles
of Incorporation of the corporation, provided expressly however, that any
executive committee so designated shall have the power and authority to declare
dividends.
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ARTICLE III
Officers
Section 1. Election or Appointment. The Board of Directors as soon as may
be after the annual election of the directors in each year shall elect a
President of the corporation, a Secretary and a Treasurer; and may from time to
time select a Chairman of the Board, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The same person may hold any two offices
except those of President and Secretary. No officer shall execute, acknowledge
or verify any instrument in more than one capacity. The Board of Directors may
also appoint such other officers and agents as they may deem necessary for the
transaction of business of the corporation.
Section 2. Term of Offices. The term of office of all officers shall be one
year or until their respective successors are chosen but any officer may be
removed from office at any meeting of the Board of Directors by the affirmative
vote of a majority of the directors then in office, whenever in their judgment
the business interests of the corporation will be served thereby. The Board of
Directors shall have power to fill any vacancies in any offices occurring from
whatever reason.
Section 3. Powers and Duties. The officers of the corporation shall
respectively have such powers and perform such duties in the management of the
property and affairs of the corporation, subject to the control of the
directors, as generally pertain to their respective offices, as well as such
additional powers and duties as may from time to time be conferred by the Board
of Directors.
Section 4. General Powers as to Negotiable Paper. The Board of Directors
may, from time to time, prescribe the manner of the making, signature or
endorsement of bills of exchange, notes, drafts, checks, acceptances,
obligations and other negotiable paper or other instruments for the payment of
money and designate the officer or officers, agent or agents who shall, from
time to time, be authorized to make, sign or endorse the same on behalf of the
corporation.
ARTICLE IV
Certificates of Stock
Section 1. Form and Transfer. The interest of each stockholder in the
corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may, from time to time, prescribe in accordance with
the laws of the State of New York. Shares of stock of the
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corporation may be transferred on the books of the corporation in the manner
prescribed by the laws of the State of New York by the holder thereof in person
or by his duly authorized attorney upon surrender for cancellation of
certificates for the same number of shares of the same class with an assignment
and power of attorney duly endorsed thereon or attached thereto, duly executed
and such proof of the authenticity of the signature as the corporation or its
agents may reasonably require.
Section 2. Signature, Countersignature and Registration. The certificates
of stock of the corporation shall be signed by or in the name of the corporation
by the President or a Vice President, and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the
seal of the corporation and countersigned and registered in such manner, if any,
as the Board of Directors may by resolution prescribe; and to this end the Board
of Directors may, from time to time, appoint such Transfer Agents and Registrars
of stock of any class within or outside of the state of New York as to it may
seem expedient; provided, that where such certificate is signed (1) by a
Transfer Agent or an Assistant Transfer Agent, or (2) by a Transfer Clerk acting
on behalf of such corporation and a Registrar, the signature of any such
President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer and/or the seal of the corporation may be a facsimile. In
case any officer or officers, who shall have signed, or whose facsimile
signature or signatures shall have been used on any certificate or certificates,
shall cease to be such officer or officers, whether because of death,
resignation, or otherwise, before such certificate or certificates shall have
been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of the corporation.
Section 3. Stock Ledger. It shall be the duty of the Secretary of the
corporation to prepare and make or cause to be prepared and made, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order.
Such list shall be open at the place where said election is to be held or at the
principal office of the corporation in the State of New York for at least ten
(10) days before such election, for examination by any registered stockholder
entitled to vote at such election and holding in the aggregate at least two
percent (2%) of the outstanding capital stock of the corporation; and shall be
produced and kept at the time and place of election during the whole time
thereof, and shall be subject to the inspection of any registered stockholder or
his proxy who may be present. The original or duplicate stock ledger or a list
shall be the
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only evidence as to who are stockholders entitled to examine such
list or the books of such corporation, or to vote in person or by proxy at such
election.
Section 4. Lost, Destroyed or Stolen Certificates. If the owner of a
certificate of shares of the capital stock of the corporation claims that such
certificate has been lost, destroyed or wrongfully taken, the corporation shall
issue a new certificate for the same number of shares of the same class in lieu
thereof, provided that the owner of such original certificate notifies the
corporation in writing of such loss, destruction or wrongful taking before the
corporation receives notice that such certificate has been acquired by a
purchaser for value and without notice, files with the corporation a bond
indemnifying the corporation, its officers and directors, and its transfer
agents and registrars, if any, to the satisfaction of the Board of Directors,
and satisfies any other reasonable requirements imposed by the Board of
Directors.
Section 5. Closing of Stock Transfer Books. The Board of Directors may
close the stock transfer books for a period not more than fifty (50) days nor
less than ten (10) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, during which time no stock of the corporation shall be
transferred upon the books of the corporation; provided, that in lieu of closing
the stock transfer books as aforesaid, the Board of Directors may fix in advance
a date, not more than fifty (50) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such case, only such
stockholder as shall be stockholders of record on the date so fixed, shall be
entitled to such notice of, and to vote, at such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights as the case may be, notwithstanding any transfer of any stock on the
books of the corporation or otherwise after any such record date fixed as
aforesaid.
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ARTICLE V
Fiscal Year; Seal
Section 1. Fiscal Year. The fiscal year of the corporation shall begin on
the 1st day of January of each year and shall end on the 31st day of December
following.
Section 2. Corporate Seal. The Board of Directors may provide a suitable
corporate seal for use by the corporation.
ARTICLE VI
Indemnification of Directors and Officers
The corporation shall, to the fullest extent permitted by the New York
Corporation Law indemnify any person whom it shall have power to indemnify under
such Act from and against any and all of the expenses, liabilities or other
matters referred to in or covered by such Law.
ARTICLE VII
Amendments
The Bylaws of the corporation may be amended, added to, or repealed, or
other or new Bylaws may be adopted in lieu thereof, by the Board of Directors of
the corporation.
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