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EXHIBIT 3.5
BYLAWS
OF
AMERICAN MEDIA MARKETING, INC.
ARTICLE I
Section 1. Registered Office. The registered office of American Media
Marketing, Inc., a Florida corporation (the "Corporation"), shall be located in
the State of Florida.
Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meetings. All annual meetings of the shareholders of the
Corporation for the election of directors and for such other business as may
properly come before the meeting shall be held on such date and at such time as
may be fixed, from time to time, by the Board of Directors, and at such place,
within or without the State of Florida, as may be designated by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver of
notice thereof.
Section 2. Business at Annual Meeting. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before an annual meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 50 days nor more than 90 days prior to the meeting;
provided, however, that if less than 60 days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which the notice of the date of
the annual meeting was mailed or the public disclosure was made. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation which are owned
of record and beneficially by the shareholder, and (d) any material interest of
the shareholder in such business. No later than the 15th day following the date
of receipt of a shareholder notice pursuant to this Section 2, the Chairman of
the Board of Directors of the Corporation shall, if the facts warrant, determine
and notify in writing the shareholder submitting such notice that such notice
was not made in accordance with the time limits and/or other procedures
prescribed by the Bylaws. If no such notification is mailed to such shareholder
within such 15-day period, such shareholder notice containing a matter of
business shall be deemed to have been made in accordance with the provisions of
this Section 2. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2. Notwithstanding the foregoing provisions
of this Section, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder, with respect to the
matters set forth in this Section. Nothing in this Section shall
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be deemed to affect any rights of shareholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to the applicable rules under the
Exchange Act.
Section 3. Special Meeting. (a) Special meetings of the shareholders may
be called by the Board of Directors, the Chairman of the Board or the President,
and shall be called by the Chairman of the Board or Secretary upon the request
of the holders of not less than 50% of the issued and outstanding shares of the
capital stock of the Corporation entitled to vote on each issue proposed to be
considered at such meeting. Before a shareholder may request or demand that a
special meeting of the shareholders be held for any purpose, the following
procedure must be satisfied:
(i) Each shareholder seeking to request or demand, or to have the
shareholders request or demand, a special meeting shall first, by written
notice to the Secretary of the Corporation, request the Board of Directors
to fix a record date, pursuant to Section 6 of Article II of these Bylaws,
for the purpose of determining the shareholders entitled to request the
special meeting. The Board of Directors shall promptly, but in all events
within 15 days after the date upon which such a request is received, fix
such a record date. Every request to fix a record date for determining the
shareholders entitled to request a special meeting shall be in writing and
shall set forth (i) a brief description of the business desired to be
brought before a special meeting and the reasons for conducting such
business at a special meeting, (ii) the name and address, as they appear on
the Corporation's books, of the shareholder making such request, (iii) the
class and number of shares of the Corporation which are owned of record and
beneficially by the shareholder, (iv) any material interest of the
shareholder in the business and (v) shall bear the signature and date of
signature of the shareholder.
In the event of the delivery to the Corporation of any request(s) or
demand(s) by shareholders with respect to a special meeting, and/or any
related revocation or revocations, the Corporation shall engage nationally
recognized independent inspectors of elections for the purpose of
performing a prompt ministerial review of the validity of the requests,
demands and/or revocations.
(ii) No request or demand with respect to calling a special meeting of
shareholders shall constitute a valid and effective shareholder request or
demand for a special meeting (i) unless (x) within 60 days of the record
date established in accordance with paragraph (A) of this Section 3(a),
written requests or demands signed by shareholders of record representing a
sufficient number of shares as of such record date to request or demand a
special meeting pursuant to this Section are delivered to the Secretary of
the Corporation and (y) each request or demand is made in accordance with
and contains the information required by paragraph (A) of this Section 3(a)
and (ii) until such date as the independent inspectors engaged in
accordance with this Section 3(a) certify to the Corporation that the
requests or demands delivered to the Corporation in accordance with clause
(i) of this paragraph (B) represent at least the minimum number of shares
that would be necessary to request such a meeting pursuant to this Section.
(iii) If the Corporation determines that a shareholder or shareholders
have satisfied the notice, information and other requirements specified in
this Section 3, then the Board of Directors shall adopt a resolution
calling a special meeting of the shareholders and fixing a record date,
pursuant to Section 6 of this Article II, for the purposes of determining
the shareholders entitled to notice of and to vote at such special meeting.
Notice of such special meeting shall be provided in accordance with Section
4 of this Article II, provided that such notice shall be given within 60
days (or such longer period as from time to time may be permitted by law)
after the date the request(s) or demand(s) for such special meeting is
(are) delivered to the Corporation in accordance with this Section.
(b) Subject to the foregoing, special meetings of shareholders may be held
at such time and date, and at such place, within or without the State of
Florida, as shall be designated by the Board of Directors or the Chairman and
set forth in the notice of meeting required pursuant to Section 4 of this
Article. In fixing a meeting date for a special meeting of shareholders, the
Board of Directors may consider such factors as it deems relevant within the
good faith exercise of its business judgment, including, without limitation, the
nature of the action proposed to be taken, the facts and circumstances
surrounding the request, and any plan of the Board of Directors to call a
special or annual meeting of shareholders for the
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conduct of related business, provided that such meeting date shall be within 120
days (or such longer period as may from time to time be permitted by law) after
the date the request(s) or demand(s) for such special meeting is (are) delivered
to the Corporation in accordance with this Section. Only business within the
purpose or purposes described in the notice required pursuant to Section 4 of
this Article may be conducted at a special meeting of shareholders.
(c) Notwithstanding the foregoing provisions of this Section, a shareholder
shall also comply with all applicable requirements of the Exchange Act, and the
rules and regulations promulgated thereunder, with respect to the matters set
forth in this Section. Nothing contained in this Section shall in any way be
construed to suggest or imply that the Board of Directors or any shareholder
shall not be entitled to contest the validity of any request or demand or
revocation thereof, or to take any other action (including, without limitation,
the commencement, prosecution or defense of any litigation with respect
thereto).
Section 4. Notice. A written notice of each meeting of shareholders shall
be given to each shareholder entitled to vote at the meeting at the address as
it appears on the stock transfer records of the Corporation, not less than 10
nor more than 60 days before the date of the meeting, by or at the direction of
the Chairman, the Board of Directors, the President or the Secretary. If the
notice is mailed at least 30 days before the date of the meeting, it may be done
by a class of United States mail other than first class. The notice so given
shall state the date, time and place of the meeting and, in the case of a
special shareholders' meeting, the purpose or purposes for which the meeting is
called. If mailed, 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 stock transfer books of the Corporation, with postage thereon prepaid. If a
shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken. At such an adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting will be given on the new record date as provided in this
Article to each shareholder of record entitled to vote at such meeting.
Section 5. Waiver of Notice. Shareholders may waive notice of any meeting
before or after the date and time specified in the written notice of meeting.
Any such waiver of notice must be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Corporation for inclusion in the
appropriate corporate records. Neither the business to be transacted at, nor the
purpose of, any shareholders' meeting need be specified in any written waiver of
notice. Attendance of a person at a shareholders' meeting shall constitute a
waiver of notice of such meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.
Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at a shareholders' meeting, to demand a special
meeting, or to take any other action, the Board of Directors 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 70 days nor, in the case of a shareholders'
meeting, less than 10 days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a shareholders' meeting, then the record date for such meeting shall be the
close of business on the day before the first notice is delivered to
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
Section 7. Quorum. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders. If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. Once a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
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meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.
Section 8. Voting. If a quorum is present, action on a matter, other than
the election of directors, shall be approved if the votes cast by the
shareholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
different number of affirmative votes or voting by classes is required by
Florida law or by the Articles of Incorporation or these Bylaws. Directors shall
be elected in accordance with Article III, Section 3, of these Bylaws. Each
outstanding share shall be entitled to vote at a meeting of shareholders as
provided under the Articles of Incorporation or any amendment thereof or under
Florida law. An alphabetical list of shareholders entitled to notice of a
shareholder's meeting shall be available for inspection by any shareholder for a
period of 10 days prior to the meeting or such shorter time as exists between
the record date and the meeting and continuing through the meeting at a place as
permitted by Section 607.0720 of the Florida Business Corporation Act.
Section 9. Shareholder Actions. Any action required or permitted to be
taken by the shareholders may be taken only at an annual or special meeting of
shareholders.
Section 10. Proxies. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes. If an appointment form designates two or more
persons to act as proxies, a majority of these persons present at the meeting,
or if only one is present, that one, has all of the powers conferred by the
instrument upon all the persons designated unless the instrument provides
otherwise. No appointment shall be valid for more than 11 months after the date
of its execution unless a longer period is expressly provided in the appointment
form.
ARTICLE III
DIRECTORS
Section 1. Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of the Board of Directors. Directors must be natural persons
who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.
Section 2. Compensation. Unless specifically authorized by a resolution of
the Board of Directors, the directors shall serve in such capacity without
compensation. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors. No such payments shall preclude any
director from serving in any other capacity and receiving compensation therefor.
Section 3. Number, Election and Term. The number of directors which shall
constitute the whole board shall be such number as is determined from time to
time by resolutions of the Board of Directors, but not less than one. Any
decrease in the number of directors shall not shorten the term of an incumbent
director. [Non-classified Board: Directors shall be elected annually, at the
annual meeting of shareholders of the Corporation, by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present. The terms of all directors expire at the next annual
shareholders' meeting following their election and when their successors are
elected and shall qualify, or upon their earlier resignation, removal from
office or death.] [Classified Board: At the first annual meeting of shareholders
and at each annual meeting thereafter, the shareholders shall elect directors to
replace those directors whose terms then expire, by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.] The Chairman of the Board of Directors shall preside at all
meetings of directors and of shareholders.
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Section 4. Nominating Committee. Only persons who are nominated in
accordance with the procedures set forth in this Section 4 shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders by or at
the direction of the Board of Directors or by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 4. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 50 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 60 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee. No later than the 15th day following the date of receipt of a
shareholder nomination submitted pursuant to this Section 4, the Chairman of the
Board of Directors of the Corporation shall, if the facts warrant, determine and
notify in writing the shareholder making such nomination that such nomination
was not made in accordance with the time limits and/or other procedures
prescribed by the Bylaws. If no such notification is mailed to such shareholder
within such 15-day period, such nomination shall be deemed to have been made in
accordance with the provisions of this Section 4. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 4.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next shareholders' meeting at which
directors are elected.
Section 6. Removal of Directors. The shareholders may remove one or more
directors at any time, but only for cause and by the affirmative vote of the
holders of 80% of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote generally for the election of directors. A director
may be removed for cause by the shareholders at a meeting of shareholders,
provided the notice of the meeting states that the purposes, or one of the
purposes, of the meeting is the removal of the director.
Section 7. Quorum and Voting. A majority of the number of directors fixed
by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.
Section 8. Deemed Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.
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Section 9. Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which must have at
least two members and, to the extent provided in the designating resolution,
shall have and may exercise all the authority of the Board of Directors, except
such authority as may be reserved to the Board of Directors under Florida law.
Section 10. Meetings. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the Corporation or
at any other place, within or without the State of Florida, designated by the
person or persons entitled to give notice of or otherwise call the meeting.
Meetings of the Board of Directors may be called by the Chairman of the Board,
by the President or any two directors. A majority of the directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of
Directors to another time and place. Notice of an adjourned meeting shall be
given to the directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the directors who were present. Members of the Board of
Directors (and any committee of the Board) may participate in a meeting of the
Board (or any committee of the Board) by means of a telephone conference or
similar communications equipment through which all persons participating may
simultaneously hear each other during the meeting; participation by these means
constitutes presence in person at the meeting.
Section 11. Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the Board of Directors must be preceded
by at least two days' written notice of the date, time and place of the meeting.
The notice need not describe either the business to be transacted at or the
purpose of the special meeting.
Section 12. Waiver of Notice. Notice of a meeting of the Board of
Directors need not be given to a director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of that meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened. The waiver of notice need not describe either the business to be
transacted at or the purpose of the special meeting.
Section 13. Director Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board) may be taken without a meeting if the action is taken by the written
consent of all members of the Board of Directors (or of the committee of the
Board). The action must be evidenced by one or more written consents describing
the action to be taken and signed by each director (or committee member), which
consent(s) shall be filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.
ARTICLE IV
OFFICERS
Section 1. Officers. The Corporation shall have a President, one or more
Vice Presidents, a Secretary and a Treasurer, each of whom shall be appointed by
the Board of Directors. Such other officers and assistant officers and agents as
may be deemed necessary or desirable may be appointed by the Board of Directors
from time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of the Corporation shall have the
following duties:
The President shall be the chief executive officer of the Corporation
and shall have general and active management of the business and affairs of
the Corporation subject to the direction of the Board of Directors. The
President shall see to it that all orders and resolutions of the Board are
carried into
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effect. The President shall preside at all meetings of the shareholders and
the Board of Directors, unless the Board of Directors shall have elected a
Chairman other than the President.
Each Vice President shall perform such duties as the Board of
Directors may from time to time prescribe.
The Secretary shall have custody of and shall maintain all of the
corporate records (except the financial records), shall record the minutes
of all meetings of the shareholders and the Board of Directors, shall
authenticate records of the Corporation, shall send all notices of meetings
and shall perform such other duties as are prescribed by the Board of
Directors.
The Treasurer shall have custody of all corporate funds, securities
and financial records, shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements,
and shall render an account of all his transactions as treasurer and of the
financial condition of the Corporation at regular meetings of the Board or
when the Board of Directors so requests. The Treasurer shall also perform
such other duties as are prescribed by the Board of Directors.
Each other officer and assistant officer, if any, shall be appointed
by the Board of Directors and shall have such powers and shall perform such
duties as shall be assigned by them by the Board of Directors.
Section 3. Resignation of Officer. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date. If the resignation
is effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does
not take office until the future effective date.
Section 4. Removal of Office. The Board of Directors may remove any
officer at any time with or without cause. Any officer or assistant officer, if
appointed by another officer, may be removed by the appointing officer.
Section 5. Compensation. The compensation of officers shall be fixed from
time to time at the discretion of the Board of Directors. The Corporation may
enter into employment agreements with any officer of the Corporation.
ARTICLE V
STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until the consideration therefor
has been fully paid.
Section 2. Form. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary or any Assistant Secretary of
the Corporation, or by any other two officers designated by the Board of
Directors.
Section 3. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Florida, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
Section 4. Transfer of Shares. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder
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of record or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.
Section 5. Lost, Stolen or Destroyed Certificates. If a shareholder claims
that one or more of his certificates for shares issued by the Corporation have
been lost, stolen or destroyed, a new certificate shall be issued upon delivery
to the Corporation of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, and, at the discretion of
the Board of Directors, upon the deposit of a bond or other indemnity as the
Board reasonably requires.
ARTICLE VI
DISTRIBUTIONS
The Board of Directors may from time to time authorize and declare, and the
Corporation may pay, distributions (including, but not limited to, dividends on,
and redemptions and other acquisitions of shares of the Corporation's stock) on
its outstanding shares in cash, property, or its own shares, provided any such
distribution is in compliance with the applicable restrictions and other
provisions of Florida law.
ARTICLE VII
CORPORATE RECORDS; FINANCIAL INFORMATION
Section 1. Corporate Records.
(A) The Corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation.
(B) The Corporation or its agent shall maintain accurate accounting records
and a record of its shareholders in a form that permits preparation of a list of
the names and addresses of all shareholders in alphabetical order by class of
shares showing the number and series of shares held by each.
(C) The Corporation shall keep a copy of: its Articles of Incorporation or
restated Articles of Incorporation and all amendments to them currently in
effect; its Bylaws or restated Bylaws and all amendments currently in effect;
resolutions adopted by the Board of Directors creating one or more classes or
series of shares and fixing their relative rights, preferences, and limitations,
if shares issued pursuant to those resolutions are outstanding; the minutes of
all shareholders' meetings and records of all actions taken by shareholders
without a meeting for the past three years; written communications to all
shareholders generally or all shareholders of a class or series within the past
three years, including the financial statements furnished for the past three
years; a list of names and business street addresses of its current directors
and officers; and its most recent annual report delivered to the Department of
State.
(D) The Corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
Section 2. Financial Statements for Shareholders.
(A) Unless modified by resolution of the shareholders within 120 days after
the close of each fiscal year, the Corporation shall furnish its shareholders
with annual financial statements which may be consolidated or combined
statements of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flows for that year. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis.
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(B) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the President, the Treasurer or the person
responsible for the Corporation's accounting records stating his reasonable
belief whether the statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of preparation and
describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year.
(C) The Corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the Corporation
to prepare its financial statements if, for reasons beyond the Corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the Corporation shall mail him the latest annual financial
statements.
Section 3. Other Reports to Shareholders.
(A) If the Corporation indemnifies or advances expenses to any director,
officer, employee or agent otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
Corporation, the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to the meeting if the indemnification or advance occurs after
the giving of the notice but prior to the time the meeting is held. This report
shall include a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
(B) If the Corporation issues or authorizes the issuance of shares for
promises to render services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the Corporation, with or before the notice of the next
shareholders' meeting; provided, however, that the failure to provide such
notice to the shareholders shall not affect the validity of any shares so issued
or authorized to be issued.
ARTICLE VIII
INDEMNIFICATION
Indemnification of certain persons by the Corporation shall be as specified
in or determined pursuant to the Articles of Incorporation of the Corporation as
in effect from time to time.
ARTICLE IX
MISCELLANEOUS
Section 1. Corporate Seal. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.
Section 3. Checks. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by the President, the Treasurer or such other
officer(s) or agent(s) of the Corporation as shall be determined from time to
time by resolution of the Board of Directors.
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ARTICLE X
AMENDMENT
These bylaws may be altered, amended and/or repealed and new bylaws may be
adopted by the Board of Directors. Shareholders may adopt, amend, repeal or
alter the bylaws of the corporation, including bylaws adopted by the Board of
Directors, without approval of the Board of Directors only if such adoption,
amendment, repeal or alteration is approved by the affirmative vote of the
holders of at least 80% of the issued and outstanding shares of the capital
stock of the Corporation entitled to vote on such matter, voting together as a
single class.
The undersigned, the Secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by resolution of the Board of Directors during
a duly called meeting of the Board of Directors held on August 13, 1997 and are
effective as of May 14, 1997.
------------------------------------------,
Secretary
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