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EXHIBIT 3.ii
BY-LAWS OF REDOX TECHNOLOGY CORPORATION
BY-LAWS OF
REDOX TECHNOLOGY CORPORATION
Article I
OFFICES
The principal business office of the Corporation shall be located in the City of
Houston in the State of Texas. The Corporation may relocate its principal office
or have such other offices within the United States of America as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
Article II
SHAREHOLDERS
Section 1. Annual Meeting. The Annual Meeting of the Shareholders shall be held
on the Second Monday of May in each year, beginning with the year subsequent to
the Board of Directors' Declaration that the Company has become operational, for
the purpose of electing Directors and for the transaction of such other business
as may come before the meeting. If the election of Directors shall not be held
on the day designated herein for any Annual Meeting of the Shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a Special Meeting of the Shareholders as soon thereafter as conveniently
may be.
Section 2. Special Meetings. Special Meetings of the Shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by a President or
by the Directors, or by the holders of not less than Ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote a such meeting.
Section 3. Place of Meeting. The Board of Directors may designate any place,
within or without the State of Incorporation, unless otherwise prescribed by
statute, as the place of meeting of any Annual or Special Meeting called by the
Board of Directors, if no designation is made, or if a Special Meeting is
otherwise called, the place of meeting shall be the principal office of the
Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day, and hour of
the meeting, and for Special Meetings, the purpose for which the meeting is
called, shall, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by direction of the Chairman or the Secretary, or
the persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notices shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the Corporation.
Section 5. Closing of Transfer Books or Fixing of the Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the Corporation
may provide that the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting on the
date on which the resolution of the Board of Directors declaring such dividend,
as the case may be, and this date 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.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make available a complete
list of the shareholders entitled to vote at any meeting of shareholders or any
adjournment thereof, with the address of and the number of shares held by each,
at least ten (10) days before such meeting or adjournment thereof. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the meeting.
Section 7. Quorum. The majority of the outstanding shares voting of the
Corporation that are entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. At such meeting at which a
quorum shall be present or represented, any business may be transacted at the
meeting as originally noticed. The majority of shareholders present at the
meeting may continue to transact business until adjournment.
Section 8 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the the time of the meeting.
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Section 9. Voting of Shares. Subject to the provisions, each outstanding share
eligible to vote shall be entitled to one ( I) vote upon each matter submitted
to a vote at a meeting of the shareholders. Upon demand of any stockholder, the
vote for directors or upon any question before the Meeting shall be by ballot.
All elections for directors shall be decided by expressed will of the quorum,
except when a quorum is not obtained, in which case the will of a plurality
shall carry. All other questions shall be decided by quorum vote except as
otherwise provided by the Certificate of Incorporation or the laws of the State
of Incorporation.
Section 10. Voting of Shares by Certain Shareholders. Shares outstanding in the
name of another corporation may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation shall determine.
Shares held by an administrator, executor, guardian, or server may be voted by
him or her, either in person or by proxy, without transfer of shares into his or
her name. Shares outstanding in the name of a trustee may be voted by him or by
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into the name of the
trustee.
Shares outstanding in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by the same
without the transfer thereof into his or her name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed; such court order shall be presented to the Secretary of the
Corporation before the shares are voted.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred from the name of the shareholder to
another.
Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
Section 11. Informal Action by Shareholders. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
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 shareholders entitled to vote with respect to the subject
matter thereof.
Section 12. Non-cumulative Voting. Unless otherwise provided by law, at each
election of Directors, every shareholder entitled to vote in such election shall
have the right to vote, in person or by proxy, the number of shares owned by him
or her for as many persons as there are Directors to be elected and for whose
election he or she has a right to vote.
Section 13. Order of Business. The order of business at all meetings of
stockholders shall be as follows: I) Roll Call; 2) Proof of notice of meeting or
waiver of notice; 3) Reading of minutes of previous meeting; 4) Reports of
Officers; 5) Reports of Committees; 6) Election of Directors; 7) Unfinished
Business; 8) New Business.
Article III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.
Section 2. Number, Tenure, and Qualifications. The number of Directors shall not
be less than three (3) nor more than nine (9) as directed by the Board of
Directors. Each Director shall hold office until the next Annual Meeting of the
Shareholders and until a successor has been elected and qualified. Additional
Directors may be added by majority vote of the then-existing Board.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall
be held, without other notice than this By-law, immediately after, and at the
same place as, each Annual Meeting of the Shareholders. The Board of Directors
shall hold a regular meeting on the First day of each month, without notice of
meeting other than this Article and Section of these By-laws.
Section 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of any Director. The person(s) authorized to call
such a special meeting of the Board of Directors may fix the place for holding
such meetings.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall
be given at least ten (10) days previous thereto by written notice delivered
personally or by certified mail, return receipt requested, which notice shall be
deemed to be delivered when
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deposited in the United States mail. Any Director may waive notice of any
meeting. The attendance of a Director at a meeting shall constitute a waiver of
notice for such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of business because the meeting
was not lawfully called or convened.
Section 6. 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, but if less than a majority is present at a meeting, the
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 7. Manner of Acting. 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 8. Action Without Meeting. Any action that may be taken by the Board of
Directors at a meeting may be taken without a meeting if written consent setting
forth the action to be taken shall be signed before such action by a majority of
the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining Directors,
though possibly less than a quorum of the Board of Directors, unless otherwise
prohibited by law. A Director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the
Board of Directors for a term of office continuing only until the next election
of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors, each Director
may be reimbursed for expenses of attending any meeting and may be paid at a
stated salary as a Director, or at a fixed sum for attendance at each meeting of
the Board of Directors or both. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefrom.
Section 11. Presumption of Assent. A Director who is present at a meeting of the
Board of Directors at which any action or corporate matter is taken shall be
presumed to have assented to the action taken unless his or her dissent shall be
entered into the minutes of the meeting or unless he or she shall file his or
her dissent with the person acting as the Secretary of the meeting before the
adjournment of the meeting or within three (3) days thereafter. Such right of
dissent shall not apply to any Director who voted in favor of such action.
Section 12. Special Powers. The Board of Directors shall have the right to
re-incorporate the Company, to declare splits or reverse splits of the stock of
the Company, or otherwise act on matters concerning the corporate status and
capital structure of the Company.
Article IV
STRUCTURE OF THE BOARD OF DIRECTORS
Section 1. Nominative Offices. The named offices of the Board of Directors shall
be that of a President, at least one Vice President, a Treasurer, and a
Secretary. A single Director may hold more than one named office, but not more
than two for any period of more than one (I) month. Such Directors as do not
hold a named office shall be called and considered Members-at-Large of the Board
of Directors.
Section 2. Election and Term of Office. The named offices of the Board of
Directors shall be filled by election of the Board of Directors at the Annual
Meeting of Shareholders. The term of office shall coincide with the term of
directorship, or, by appointment by the Board of Directors to fill a vacancy
caused by the resignation, death, or removal from office of a Director who holds
a named office, only for the unexpired term of that Director, until the next
election of Directors by the shareholders. A candidate for election to the Board
of Directors shall be presented with the named office, if any, to the
shareholders for their votes.
Section 3. President. The President shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall control
all business affairs of the Corporation including, but not restricted to,
routine purchasing of inventory, sales and marketing strategies pursued, hiring
and firing of employees of the Corporation, determination of salaries of
employees, risk management, etc., and the devolution of any of these duties to
subordinates as he or she deems necessary and appropriate. He or she shall
execute the decisions of the Board of Directors in a timely manner, or on any
other relevant Corporate matter, as Directors or any Director shall dictate,
within the bounds of these By-laws.
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Section 4. Vice President. A Vice President of the Corporation shall carry out
such duties as prescribed by the Board of Directors in the appointment of him or
her to the position. A Vice President may, at the discretion of the Board of
Directors upon his or her appointment, be designated with a prefix title (e.g.
"Senior"), and may be assigned a suffix descriptor of his or her general or
specific area of activity or activities (e.g. "Marketing"). In general, a Vice
President shall report directly to the President, but may from time to time
report directly to the Board of Directors if expressly requested to do so by the
Board of Directors or any Director.
Section 5. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and the Board of Directors; (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; (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, certificates for shares of the Corporation which have
been authorized by the Board of Directors or the shareholders; (f) have general
charge of the stock transfer books of the Corporation; and (g) 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 Chairman or the Board of
Directors
Section 6. Treasurer. The Treasurer shall: (a) have custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for all money due and payable to the Corporation, and deposit all
such moneys in the name of the Corporation in such banks or other depositories
as shall be designated by the Board of Directors; and (c) in general perform all
of the duties incident to the office of the Treasurer and which may be assigned
to him or her from time to time by the Chairman of the Board.
Section 7. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall preside at all meetings of the Corporation or adjournments
thereof. The Chairman of the Board shall be elected by, and serve exclusively at
the discretion of, the Board of Directors, and shall serve a term co-incident
with that of all other Board members. The Chairman of the Board of Directors
shall be the spokesperson for the Board of Directors, unless he or she assigns
this duty to another Director. The Chairman of the Board of Directors shall have
no special powers other thaw those explicitly described in this Article.
Section 8. Salaries. The salaries of the named Directors shall be fixed from
time to time by the Board of Directors, and no such Director shall be prevented
from receiving such salary because he is a Director or otherwise an Officer as
described in this Article, or employed in some other capacity by the
Corporation.
Article V
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
instrument in the name of and on behalf of the Corporation, and such authority
may be general or limited to specific events.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or limited
to specific areas or events.
Section 3. Checks, Drafts, et Cetera. All checks, drafts, or other orders for
payment of money, notes, or other evidence of indebtedness issued in the name of
the Corporation shall be signed by the President, acting in his capacity as the
chief executive officer of the Corporation, and the Treasurer, or such officer
or officers or agent or agents of the Corporation and in such manner as from
time to time shall 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 bank or
other depositories as the Board of Directors shall designate.
Article VI
CERTIFICATES OF SHARES AND THEIR TRANSFER
Section 1. Certificates of Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by either the President in his
capacity as the chief executive officer of the Corporation, and by the
Secretary, or by such other officer or officers as shall be authorized by the
Directors in conformity with applicable law, and sealed with the corporate seal.
All certificates for shares issued, with the number of shares and date of
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issue, shall be entered on the transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled,
except that in the case of a lost, destroyed, or mutilated certificate a new one
may be issued therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of the
record thereof or by his or her legal representative(s), who shall furnish
proper evidence of the authority to transfer, or by his or her duly authorized
attorney, and on surrender for cancellation of the certificate(s) of such
shares. The person or other entity in whose name the shares stand on the books
of the Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes.
Article VII
FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of December of each
year.
Article VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and the Articles of its Certificate of Incorporation,
except that no such dividend shall be paid except from accrued profits.
Article IX
CORPORATE SEAL
The Directors, at their discretion, may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation, year of incorporation, and the words "Corporate
Seal."
Article X
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director of the Corporation, a waiver thereof in writing,
signed by the person entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Article XI
AMENDMENTS
These By-laws may be altered or amended or replaced by the Board of Directors at
any meeting thereof.
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I, Richard A. Szymanski, the sole and only Director of the Corporation, hereby
certify that the foregoing By-laws of REDOX Technology Corporation, constituting
Eleven (11) Articles on the first Five (5) of these Six (6) pages, were approved
by unanimous vote at a Special Meeting of the Board of Directors of REDOX
Technology Corporation, held on the First day of June, Nineteen Hundred
Ninety-three.
/s/ Richard A. Szymanski, Director
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