BY - LAWS
OF
INTRO EUROPE, INC.
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal office of the corporation shall
be located at 101 W. Green Drive, High Point, North Carolina 27261.
Section 2. Registered Office. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
Section 3. Other Offices. The corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may from time to time determine, or as the affairs of the Corporation
may require.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of shareholders shall be held at
the principal office of the corporation, or at such other place, either within
or without the State of North Carolina, as shall be designated in the notice of
the meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.
Section 2. Annual Meetings. The annual meeting of shareholders shall be
held on the first Monday of June of each year for the purpose of electing
directors of the corporation and for the transaction of such other business as
may be properly brought before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
Section 3. Substitute Annual Meeting. If the annual meeting shall not be
held on the day designated by these By-Laws, a substitute annual meeting may be
called in accordance with the provisions of Section 4 of this ARTICLE II. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.
Section 4. Special Meetings. Special meetings of the shareholders may be
called at any time by the President,
Secretary or Board of Directors of the corporation, or by any shareholder
pursuant to the written request of the holders of not less than one-tenth of all
the shares entitled to vote at the meeting.
Section 5. Notice of Meetings. Written or printed notice stating the time
and place of the meeting shall be delivered not less than ten nor more than
fifty days before the date of any shareholders' meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or other person
calling the meeting, to each shareholder of record entitled to vote at such
meeting; provided that such notice must be given not less than twenty days
before the date of any meeting at which a merger or consolidation is to be
considered. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the record of shareholders of the corporation with postage
thereon prepaid.
In the case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
such a statement is expressly required by the provisions of the North Carolina
Business Corporation Act.
In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.
Section 6. Voting Lists. At least ten days before each meeting of
shareholders the Secretary of the corporation shall prepare an alphabetical list
of the shareholders entitled to vote at such meeting or any adjournment thereof
with the address of and number of shares held by each, which list shall be kept
on file at the registered office of the corporation for a period of ten days
prior to such meeting, and shall be subject to inspection by any shareholder at
any time during usual business hours. This list shall also be produced and kept
open at the time and place of the meeting and shall be subject to inspection by
any shareholder during the whole time of the meeting.
Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders, except that at a substitute annual meeting of
shareholders the number of shares there represented either in person or by
proxy, even though less than a majority, shall
constitute a quorum for the purpose of such meeting.
The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
In the absence of a quorum at the opening of a meeting of shareholders,
such meeting may be adjourned from time to time by a vote of the majority of the
shares voting on the motion to adjourn; and at any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting.
Section 8. Proxies. Shares may be voted either in person or by one or more
agents authorized by a written proxy executed by the shareholder or by his duly
authorized attorney in fact. A proxy is not valid after the expiration of eleven
months from the date of its execution, unless the person executing it specifies
therein the length of time for which it is to continue in force, or limits its
use to a particular meeting, but no proxy shall be valid after ten years from
the date of its execution.
Section 9. Voting of Shares. Subject to the provisions of Section 4 of
ARTICLE III, each outstanding share entitled to vote shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Except in the election of directors as governed by the provisions of
Section 3 of ARTICLE III, the vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum was initially present
shall be the act of the shareholders on that matter, unless the vote of a
greater number is required by law or by the Charter or By-Laws of this
corporation.
Shares of its own stock owned by the corporation, directly or indirectly,
through a subsidiary corporation or otherwise, or held directly or indirectly in
a fiduciary capacity by it or by a subsidiary corporation, shall not be voted at
any meeting and shall not be counted in determining the total number of
outstanding shares at a given time.
Section 10. Informal Action by Shareholders. Any action which may be taken
at a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
persons who would be entitled to vote upon such action at a meeting, and filed
with the Secretary of the corporation to be kept in the corporate minute book.
ARTICLE III.
DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by the Board of Directors or by such Execute committee as the
Board may establish pursuant to these By-Laws.
Section 2. Number, Term and Qualifications. The number of directors of the
corporation shall be one (1). Each director shall hold office until his death,
resignation, retirement, removal, disqualification, or his successor shall have
been elected and qualified. Directors need not be residents of the State of
North Carolina or shareholders of the corporation.
Section 3. Election of Directors. Except as provided in Section 6 of this
ARTICLE III, the directors shall be elected at the annual meeting of
shareholders; and those persons who receive the highest number of votes shall be
deemed to have been elected. If any shareholder so demands, election of
directors shall be by ballot.
Section 4. Cumulative Voting. Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
of record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his vote by giving
one candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates. This right of cumulative voting
shall not be exercised unless some shareholder or proxy holder announces in open
meeting, before the voting for the directors starts, his intention so to vote
cumulatively and if such announcement is made, the chair shall declare that all
shares entitled to vote have the right to vote cumulatively and shall thereupon
grant a recess of not less than one nor more than four hours, as he shall
determine, or of such other period of time as is then unanimously agreed upon by
the shareholders entitled to vote who are present or represented at the meeting.
Section 5. Removal. Any director may be removed at any time with or without
cause by a vote of shareholders holding a majority of the shares entitled to
vote at an election of directors. However, unless the entire Board is removed,
an individual director may not be removed if the number of shares voting against
the removal would be sufficient to elect a director if such shares could be
voted cumulatively at an annual election. If any directors are so removed, new
directors may be elected at the same meeting.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by a majority of the remaining directors, though less than a quorum,
or by the sole remaining director. A director elected to fill a vacancy shall be
elected
for the unexpired term of his predecessor in office. Any directorship to be
filled by reason of an increase in the authorized number of directors shall be
filled only by election at an annual meeting or at a special meeting of
shareholders called for that purpose. The shareholders may elect a director at
any time to fill any vacancy not filled by the directors.
Section 7. Chairman of Board. There may be a Chairman of the Board of
Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the shareholders and of the
board of Directors and perform such other duties as may be directed by the
Board.
Section 8. Compensation. The Board of Directors may compensate directors
for their services as such and may provide for the payment of any or all
expenses incurred by directors in attending regular and special meetings of the
Board.
ARTICLE IV.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.
Section 2. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any one director. Such
meetings may be held either within or without the State of North Carolina as
fixed by the person or persons calling any such meeting.
Section 3. Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice.
The person or persons calling a special meeting of the Board of Directors
shall, at least two days before the meeting, give notice thereof by any usual
means of communication. Such notice need not specify the purpose for which the
meeting is called.
Section 4. Waiver of Notice. Any director may waive notice of any meeting.
Attendance by a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 5. Quorum. A majority of the number of directors fixed by these
By-Laws shall constitute a quorum for the transaction of business at any meeting
of the Board of
Directors.
Section 6. Manner of Acting. Except as otherwise provided in these By-Laws,
the act 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.
Section 7. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his contrary vote is recorded or his dissent is otherwise entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 8. Informal Action by Directors. Action taken by a majority of the
directors without a meeting is nevertheless Board action if written consent to
the action is signed by all the directors and filed with the minutes of the
proceedings of the Board, whether done before or after the action so taken.
ARTICLE V.
EXECUTIVE COMMITTEE
Section 1. Creation. The Board of Directors by resolution adopted by a
majority of the number of directors fixed by these By-Laws, may designate three
or more directors to constitute an Executive Committee, which Committee, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the corporation, except
that the Executive Committee shall not have any authority to alter or amend the
By-Laws.
Section 2. Vacancy. Any vacancy occurring in an Executive Committee shall
be filled by a majority of the number of directors fixed by these By-Laws at a
regular or special meeting of the Board of Directors.
Section 3. Removal. Any member of an Executive Committee may be removed at
any time with or without cause by a majority of the number of directors fixed by
these By-Laws.
Section 4. Minutes. The Executive Committee shall keep regular minutes of
its proceedings and report the same to the Board when required.
Section 5. Responsibility of Directors. The designation of an Executive
Committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility or liability imposed upon it or him by law.
If action taken by an Executive Committee is not thereafter formally
considered by the Board, a director may dissent from such action by filing his
written objection with the Secretary with reasonable promptness after learning
of such action.
ARTICLE VI.
OFFICERS
Section 1. Officers of the Corporation. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer, and such Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers as
the Board of Directors may from time to time elect. Any two or more offices may
beheld by the same person, except the offices of President and Secretary, but no
officer may act in more than one capacity where action of two or more officers
is required.
Section 2. Election and Term. The officers of the corporation shall be
elected by the Board of Directors. Such election may be held at any regular or
special meeting of the Board. Each officer shall hold office until his death,
resignation, retirement, removal, disqualification, or his successor is elected
and qualified.
Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby; but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4. Compensation. The compensation of all officers for serving as
officers of the corporation shall be fixed by the Board of Directors.
Section 5. Bonds. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.
Section 6. 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 of the business and affairs of the
corporation. He shall, when present, preside at all meetings of shareholders. He
shall sign, with the Secretary, an Assistant Secretary, or with any other proper
officer authorized by the Board of Directors, certificates for shares of the
corporation and any deeds, mortgages, bonds, contracts, or other instruments
which may be lawfully executed on behalf of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated by the Board of
Directors or these By-Laws to some other officer or agent of the corporation;
and, in general, he 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.
Section 7. Vice Presidents. In the absence of the President or in the event
of his death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless otherwise determined by the
Board of Directors, shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the President or
Board of Directors.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of shareholders, of the Board of Directors and of all Executive
Committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these By-Laws or as
required by law; (c) 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; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; (g) keep or cause to be kept in the State of North Carolina at
the corporation's registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each, and prepare or
cause to be prepared voting lists prior to each meeting of shareholders as
required by law; and (h) 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.
Section 9. Assistant Secretaries. In the absence of the Secretary of in the
event of his death, inability or refusal to act, the Assistant Secretaries in
the order of their length of service as Assistant Secretary, unless otherwise
determined by
the Board of Directors, shall perform the duties of the Secretary, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Secretary. They shall perform such other duties as may be assigned to them
by the Secretary, by the President, or by the Board of Directors. Any Assistant
Secretary may sign, with the President or a Vice President, certificates for
shares of the corporation.
Section 10. Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section 4
of ARTICLE VII of these By-Laws; (b) prepare, or cause to be prepared, a true
statement of the corporation's assets and liabilities as of the close of each
fiscal year, all in reasonable detail, which statement shall be made and filed
at the corporation's registered office or principal place of business in the
State of North Carolina within four months after the end of such fiscal year and
thereat kept available for a period of at least ten years; and (c) in general
perform all of the 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, or by these By-Laws.
Section 11. Assistant Treasurers. In the absence of the Treasurer or in the
event of his death, inability or refusal to act, the Assistant Treasurers in the
order of their length of service as Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Treasurer. They shall perform such other duties as may be
assigned to them by the Treasurer, by the President, or by the Board of
Directors.
ARTICLE VII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or
other orders for the payment of money 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 from time to time be determined by resolution of the
Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
ARTICLE VIII.
CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him.
Certificates shall be signed by the President or a Vice President and the
Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer. All
certificates shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented thereby are issued,
with the number and class of shares and date of issue, shall be entered on the
stock transfer books of the corporation.
Section 2. Transfer of Shares. Transfer of shares shall be made only on the
stock transfer books of the corporation only upon surrender of the certificates
for the shares sought to be transferred by the record holder thereof or by his
duly authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be cancelled before new certificates for the
transferred shares shall be issued.
Section 3. Lost Certificates. The Board of Directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the corporation a bond
in such sum as it may direct to indemnify the corporation against loss from any
claim that may be made with respect to the certificate claimed to have been lost
or destroyed; or the Board may, by resolution, reciting that the circumstances
justify such action, authorize the issuance of the new certificate without
requiring such a bond.
Section 4. Closing Transfer Books and Fixing 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
proper purpose, the Board of Directors may provide that the stock transfer books
shall be closed for a stated period but
not to exceed, in any case, fifty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such record date in any case to be not more than fifty days and, in case of a
meeting of shareholders, not less than ten days immediately preceding the date
on which the particular action, requiring such determination of shareholders, is
to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.
Section 5. Holder of Record. The corporation may treat as absolute owner of
shares the person in whose name the shares stand of record on its books just as
if that person had full competency, capacity and authority to exercise all
rights of ownership irrespective of any knowledge or notice to the contrary or
any description indicating a representative, pledge or other fiduciary relation
or any reference to any other instrument or to the rights of any other person
appearing upon its record or upon the share certificate except that any person
furnishing to the corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.
Section 6. Treasury Shares. Treasury shares of the corporation shall
consist of such shares as have been issued and thereafter acquired but not
cancelled by the corporation. Treasury shares shall not carry voting or dividend
rights.
ARTICLE IX.
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares,
pursuant to law and subject to the provisions of its Charter.
Section 2. Seal. The corporate seal of the corporation shall consist of two
concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.
Section 3. Waiver of Notice. Whenever any notice is required to be given to
any shareholder or director by law or by the Charter or By-Laws of the
corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after time stated therein, shall be
equivalent to the giving of such notice.
Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by the Board of Directors.
Section 5. Amendments. Except as otherwise provided herein, these By-Laws
may be amended or repealed and new By-Laws may be adopted by the affirmative
vote of a majority of the Directors then holding office at any regular or
special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a By-Law: (1) requiring
more than a majority of the voting shares for a quorum at a meeting of
shareholders or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; (2)
providing for the management of the corporation otherwise than by the Board of
Directors or its Executive Committee; (3) increasing or decreasing the number of
directors; (4) classifying and staggering the election of directors.
Any By-Law adopted or amended by the shareholders shall not be altered or
repealed by the Board of Directors or Executive Committee.
Adopted
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Secretary