Exhibit 4.2
AMENDED AND RESTATED BYLAWS
OF
UNIVERSE2U INC.
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of stockholders shall be held at such date and time as
shall be designated from time to time by the Board of Directors and stated
in the notice of meeting or in a duly executed waiver thereof. At such
annual meeting, the stockholders shall elect, by a plurality of the votes,
a Board of Directors and transact such other business as may properly be
brought before the meeting.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may be called at
any time by the president, or by the Board of Directors or a majority
thereof. No business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling for said meeting.
The Board of Directors may designate any place, either within or without
the State of Nevada, as the place of any special meeting called by the
president or the Board of Directors, and special meetings called at the
request of shareholders shall be held at such place in the State of Nevada,
as may be determined by the Board of Directors and placed in the notice of
such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders stating the
place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called shall be given by
the secretary or persons authorized to call the meeting to each shareholder
of record entitled to vote at the meeting. Such notice shall be given not
less than ten (10) nor more than fifty (50) days prior to the date of the
meeting, and such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his/her address as
it appears on the stock transfer books of the Corporation.
.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be waived in
writing and will be waived by any shareholder by his/her attendance thereat
in person or by proxy. Any shareholder so waiving shall be bound by the
proceedings of any such meeting in all respects as if due notice thereof
had been given.
.05 Quorum and Adjourned Meetings.
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. A majority of the shares represented at a meeting,
even if less than a quorum, may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. 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.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by proxy executed
in writing by the shareholder or by his/her duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in
the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation or in these
Bylaws, every shareholder of record shall have the right at every
shareholder's meeting to one (1) vote for every share standing in his/her
name on the books of the Corporation, and the affirmative vote of a
majority of the shares represented at a meeting and entitled to vote
thereat shall be necessary for the adoption of a motion or for the
determination of all questions and business which shall come before the
meeting.
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed by its Board
of Directors.
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less than one nor
more than eleven. Each Director shall hold office until the next annual
meeting of shareholders and until his/her successor shall have been elected
and qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
.03 Nomination.
Only persons who are nominated in accordance with the procedures set forth
in this Article 2 shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be
made by any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice
procedures set forth in this Article 2. 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
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Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder 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 stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a
Director, (i) the name, age, business address and residence 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 Securities Exchange Act of 1934, as amended (including
without limitation such persons' 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 stockholder giving the notice (i) the name and address, as
they appear on the Corporation's books, of such stockholder and (ii) the
class and number of shares of the Corporation which are beneficially owned
by such stockholder. 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 stockholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this Article 2. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-Laws, and if he should
so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
.04 Election.
The Directors shall be elected by the shareholders at their annual meeting
each year; and if, for any cause the Directors shall not have been elected
at an annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these
Bylaws.
.05 Vacancies.
In case of any vacancy in a seat of the Board of Directors, the remaining
Director, whether constituting a quorum or not, may elect a successor to
hold office for the unexpired portion of the terms of the Director whose
place shall be vacant, and until his/her successor shall have been duly
elected and qualified.
.06 Resignation.
Any Director may resign at any time by delivering written notice to the
secretary of the Corporation.
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.07 Meetings.
At any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its powers.
Any such annual, special or regular meeting of the Board of Directors of
the Corporation may be held outside of the State of Nevada, and any member
or members of the Board of Directors of the Corporation may participate in
any such meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; the participation by such
means shall constitute presence in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held immediately
after the annual shareholders' meeting or at such time and place as
may be determined by the Directors. No notice of the annual meeting of
the Board of Directors shall be necessary.
B. Special Meetings.
Special meetings of the Directors shall be called at any time and
place upon the call of the president or any Director. Notice of the
time and place of each special meeting shall be given by the
secretary, or the persons calling the meeting, by mail, radio,
telegram, or by personal communication by telephone or otherwise at
least one four (4) hours in advance of the time of the meeting. The
purpose of the meeting need not be given in the notice. Notice of any
special meeting may be waived in writing or by telegram (either before
or after such meeting) and will be waived by any Director in
attendance at such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at such place
and on such day and hour as shall from time to time be fixed by
resolution of the Board of Directors. No notice of regular meetings of
the Board of Directors shall be necessary.
.08 Quorum and Voting.
A majority of the Directors presently in office shall constitute a quorum
for all purposes, but a lesser number may adjourn any meeting, and the
meeting may be held as adjourned without further notice. At each meeting of
the Board at which a quorum is present, the act of a majority of the
Directors present at the meeting shall be the act of the Board of
Directors. The Directors present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough Directors to leave less than a quorum.
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.09 Compensation.
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director or receive equity compensation. No
such payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation therefor.
.10 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/her dissent shall
be entered in the minutes of the meeting or unless he/she shall file
his/her 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.
.11 Executive and Other Committees.
The Board of Directors, by resolution adopted by two-thirds of the full
Board of Directors, may designate from among its members an executive
committee and one of more other committees, each of which, to the extent
provided in such resolution, shall have and may exercise all the authority
of the Board of Directors, but no such committee shall have the authority
of the Board of Directors, in reference to amending the Articles of
Incorporation, adoption a plan of merger or consolidation, recommending to
the shareholders the sale, lease, exchange, or other disposition of all of
substantially all the property and assets of the dissolution of the
Corporation or a revocation thereof, designation of any such committee and
the delegation thereto of authority shall not operate to relieve any member
of the Board of Directors of any responsibility imposed by law.
.12 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a chairman of the
Board of Directors from its members; and, if a chairman has been elected,
he/she shall, when present, preside at all meetings of the Board of
Directors and the shareholders and shall have such other powers as the
Board may prescribe.
.13 Removal.
Directors may be removed from office with or without cause by a vote of
shareholders holding a majority of the shares entitled to vote at an
election of Directors.
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III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished without
a meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or more vice
presidents (the number thereof to be determined by the Board of Directors),
a secretary and a treasurer, each of whom shall be elected by the Board of
Directors, and such other Officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any
Officer may be held by the same person, except that in the event that the
Corporation shall have more than one director, the offices of president and
secretary shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of Directors. None of
said Officers need be a Director. The Officers shall be elected by the
Board of Directors. Except as hereinafter provide, each of said Officers
shall hold office from the date of his/her election until the next annual
meeting of the Board of Directors and until his/her successor shall have
been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers shall be as
follows:
A. President.
The president shall be the chief executive Officer of the Corporation
and, subject to the direction and control of the Board of Directors,
shall have general charge and supervision over its property, business,
and affairs. He/she shall, unless a Chairman of the Board of Directors
has been elected and is present, preside at meetings of the
shareholders and the Board of Directors.
B. Vice President.
In the absence of the president or his/her inability to act, the
senior vice president shall act in his place and stead and shall have
all the powers and authority of the president, except as limited by
resolution of the Board of Directors.
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C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of the
Board of Directors meetings in one or more books
provided for that purpose;
2. See that all notices are duly given in accordance
with the provisions of these Bylaws or as required
by law;
3. Be custodian of the corporate records and of the
seal of the Corporation and affix the seal of the
Corporation to all documents as may be required;
4. Keep a register of the post office address of each
shareholder which shall be furnished to the
secretary by such shareholder;
5. 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;
6. Have general charge of the stock transfer books of
the corporation; and,
7. 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/her by the president or by the Board of
Directors.
D. Treasurer.
Subject to the direction and control of the Board of Directors, the
treasurer shall have the custody, control and disposition of the funds
and securities of the Corporation and shall account for the same; and,
at the expiration of his/her term of office, he/she shall turn over to
his/her successor all property of the Corporation in his/her
possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of Directors,
may sign with the president or a vice president certificates for
shares of the Corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The assistant
treasurers shall, respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or
the treasurer, respectively, or by the president
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or the Board of Directors.
.04 Removal.
The Board of Directors shall have the right to remove any Officer whenever
in its judgment the best interest of the Corporation will be served
thereby.
.05 Vacancies.
The Board of Directors may fill any office which is or becomes vacant with
a successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed by the Board
of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Corporation laws of the State of
Nevada. They shall be signed by the president and by the secretary, and the
seal of the Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of the
certificates or by a written power of attorney to assign and transfer the
same signed by the record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares shall be transferred on
the books of the Corporation until the outstanding certificate therefor has
been surrendered to the Corporation.
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation. A new
certificate may be issued without requiring any bond, when in the judgment
of the Board of Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of accounts and
minutes of the proceedings of the Board of Directors and
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shareholders and shall keep at its registered office, principal place of
business, or at the office of its transfer agent or registrar a share
register giving the names of the shareholders in alphabetical order and
showing their respective addresses and the number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of Directors
or shareholders, when certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by two-thirds of the Directors. Loans shall be
permitted to be made to Officers, Directors and employees of the Company for
moving expenses, including the cost of procuring housing. Such loans shall be
subject to two-thirds consent of the Board of Directors.
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that such person is or was a
Director, Trustee, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, Trustee,
Officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action proceeding, had reasonable cause to believe
that such person's conduct was unlawful.
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.02 Derivative Action
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in the Corporation's favor by reason of the fact that such person is or was
a Director, Trustee, Officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, Trustee,
Officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees) and amount paid in settlement actually and reasonably incurred by
such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to amounts paid in settlement, the
settlement of the suit or action was in the best interests of the
Corporation; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for gross negligence or willful misconduct in
the performance of such person's duty to the Corporation unless and only to
the extent that, the court in which such action or suit was brought shall
determine upon application that, despite circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as
such court shall deem proper. The termination of any action or suit by
judgment or settlement shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in
part in defense of any action, suit or proceeding referred to in Paragraphs
.01 and .02 above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the Director, Trustee,
Officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Paragraphs
.01 and .02 above. Such determination shall be made (a) by the Board of
Directors of the Corporation by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or (b)
is such a quorum is not obtainable, by a majority vote of the Directors who
were not parties to such action, suit or proceeding, or (c) by independent
legal counsel (selected by one or more of the Directors, whether or not a
quorum
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and whether or not disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this Paragraph .04
may determine that a person has met the standards therein set forth as to
some claims, issues or matters but not as to others, and may reasonably
prorate amounts to be paid as indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in Paragraph .04 above upon receipt of an
undertaking by or on behalf of the Director, Trustee, Officer, employee or
agent to repay such amount unless it shall ultimately be by the Corporation
is authorized in this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any
law, bylaw, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, Trustee, Officer, employee or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
.07 Insurance.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability assessed against such person in any such capacity or arising
out of such person's status as such, whether or not the corporation would
have the power to indemnify such person against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation" shall
include, in addition to the Corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the
power and authority to indemnify its Directors, Trustees, Officers,
employees or agents, so that any person who is or was a Director, Trustee,
Officer, employee or agent of such constituent corporation or of any entity
a majority of the voting stock of which is owned by such constituent
corporation or is or was serving at the request of such constituent
corporation as a Director, Trustee, Officer, employee or agent of the
corporation, partnership, joint venture, trust or
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other enterprise, shall stand in the same position under the provisions of
this Section with respect to the resulting or surviving Corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or
amendment is contained in the notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the affirmative vote
of two-thirds of the entire Board of Directors at any regular or special
meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
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