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EXHIBIT 3.4
STEHEDCO INTERNATIONAL, LTD.
BY-LAWS
ARTICLE I
CORPORATE NAME
The exclusive name of this corporation which has been reserved
as required by law shall be as above written.
ARTICLE II
CORPORATE SEAL
This corporation shall use as its official corporate seal, a
seal which shall be circular in form and shall have inscribed thereon the
following:
Stehedco International, Ltd.
South Carolina
ARTICLE III
REGISTERED OFFICE AND AGENT
Section 1. The Registered Office of the corporation
required by law shall be initially designated and continuously maintained by
the Board of Directors. The Registered Office need not be identical with the
principal place of business of the corporation. The corporation may maintain
such principal place of business or other offices, either within or without the
State of South Carolina, as the business of the corporation may from time to
time require.
Section 2. The Registered Agent of the corporation
required by law shall be initially designated and continuously maintained by
the Board of Directors.
Section 3. The Board of Directors may change the
Registered Office and the Registered Agent of the Board of Directors at its
discretion from time to time after giving due notice of such change or changes
as required by law to the Secretary of State of South Carolina.
ARTICLE IV
CORPORATE PURPOSES AND POWERS
In addition to the powers and authorities now or hereafter
granted by law to corporations, the general nature of the business for which
the corporation is organized shall be that set forth in the Articles of
Incorporation and any amendments thereto, together with any acts or things in
furtherance of, or incidental or conductive to, said objects and purposes.
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ARTICLE V
CAPITAL STOCK AND TRANSFER OF SAME
Section 1. The capital stock of this corporation shall
consist of such shares, divided into one or more classes of either common or
preferred, with or without par value, and with such designations, preferences,
limitations and relative rights as shall be specifically set forth in the
Articles of Incorporation and any amendments thereto.
Section 2. Certificates of stock shall be issued in
numerical order and shall be signed by the President or Vice President and the
Secretary or Assistant Secretary, and shall have affixed thereto the corporate
seal.
Section 3. Shares of stock may be transferred by the
registered holders thereof or by their attorneys legally constituted, or by
their legal representatives by delivery of the certificates and an assignment
of said shares in writing. No transfer or assignment of shares shall affect
the right of this corporation to pay any dividend due upon the stock, or to
treat the registered holder as the holder in fact until such transfer or
assignment is registered on the books of this corporation.
ARTICLE VI
FISCAL YEAR
Section 1. The fiscal year of this corporation shall end
on __________________, provided, however, the Board of Directors of this
corporation shall have the power to change the fiscal year at its discretion by
resolution duly adopted.
ARTICLE VII
SHAREHOLDERS
Section 1. Meetings of the shareholders shall be held at
the Registered Office of the corporation, unless notice of the meeting shall
specify another place or places, which may be either within or without the
State of South Carolina.
Section. 2. The annual meeting of the shareholders of the
corporation shall be held on the first Tuesday of the eighth week following the
end of each fiscal year at such time and place as may be designated in the
notice thereof. If such date is a legal holiday, the annual meeting shall be
held on the next succeeding day.
Section 3. The President, the Chairman of the Board of
Directors, a majority of the Board of Directors, or the holders of not less
than ten (10%) percent of the shares entitled to vote at the meeting, shall
have authority to call special meetings at such times as he or they may deem
best, the hour, place and purpose of such meeting to be stated in the notice
thereof.
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Section 4. At least ten (10) days' notice and not more
than fifty (50) days' notice of all meetings shall be given in writing to each
shareholder either by way of delivery in person, or by mail, addressed to the
shareholders, respectively, at their last known addresses, such notice to state
the time and place of meetings, and in case of special meetings, the purpose
thereof. Notice may be waived in writing by the shareholders before or after
the meeting in question.
Section 5. A majority of the shares entitled to vote at
any meeting of the shareholders shall constitute a quorum for the transaction
of any business. This quorum, once established shall continue through the
meeting and any adjournment thereof.
ARTICLE VIII
DIRECTORS
Section 1. At each annual meeting of the shareholders,
or at any special meeting of the shareholders called for that purpose, the
shareholders of the corporation shall elect not less than three (3) persons as
Directors of the corporation, except that if all shares of the capital stock of
the corporation are owned by fewer than three (3) shareholders, the number of
Directors may be equal to the number of shareholders of record. The Directors
of this corporation need not be residents of the State of South Carolina or
shareholders of the corporation. The members of such Board of Directors shall
hold office at the will of the shareholders and until their successors shall
have been elected and shall qualify and shall have general supervision over the
affairs of this corporation. Vacancies may be filled by the Directors.
Section 2. There shall be an annual meeting of the
Directors immediately following the annual meeting of the shareholders.
Special meetings may be called at any time by the President or by any one
Director or officer of the corporation upon at least one (1) day's advance
notice, which need not state the object of the meeting. Notice of the meeting
may be waived either before or after the meeting.
Section 3. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of any business at
any meeting of the Directors. A vote of the majority of the Directors at any
meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 4. By resolution of the Board of Directors, the
Directors may be paid their expenses of attendance at each meeting of the Board
of Directors, or a stated salary as Director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE IX
OFFICERS
Section 1. The Directors shall elect the following
officers who shall hold office until the next annual meeting and until their
successors have been elected and shall qualify, to-wit:
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a President, one or more Vice-Presidents, one of whom may be designated as an
Executive Vice-President; a Secretary, a Treasurer, and one or more Assistant
Secretaries and Assistant Treasurers and if the Directors deem it advisable, a
General Manager; but any two of said officers, with the exception of President
and Vice-President, may be filled by the same person. They may also elect or
appoint other officers and agents and assistants and fix their duties.
Section 2. The officers of the corporation shall be
elected at the Annual Meeting of the Board of Directors, or at any special
meeting of the Board of Directors called for that purpose. Each officer shall
hold office until his successor shall have been elected and shall have
qualified. The compensation, together with any employment contracts of any
officer of the corporation shall be determined by the Board of Directors.
Section 3. The President shall be the chief executive
officer of the corporation and have generals supervision of all of the affairs
and business of the corporation. The President, together with the Secretary,
shall sign all deeds, mortgages, certificates of capital stock or other
instruments which the Board of Directors has authorized to be executed, except
documents in the normal course of the business of the corporation which the
President may sign alone.
Section 4. The Vice-President, or Vice-Presidents, as
the case may be, including the Executive Vice-President, if any, shall assist
the President as the President may request, and perform such other duties as
are properly requested by the Board of Directors. In the absence of the
President or in the event of his death or disability, the Vice-Presidents so
designated by the Board of Directors, shall perform the duties of the
President, and when so acting, shall have all the powers and be subject to all
of the restrictions upon the President.
Section 5. If the Board of Directors deems it advisable
to elect a General Manager, said person shall be responsible for the day to day
operations of the corporation and shall be directly responsible to the
President.
Section 6. The Secretary shall keep the minutes of
meetings of the shareholders and the Board of Directors and be the custodian of
the corporate records and of the seal of the corporation and affix the
corporate seal to such documents as may require the corporate seal. The
Secretary with the President shall sign all deeds, mortgages, certificates of
capital stock and other documents of a formal nature.
Section 7. The Treasurer shall have charge and custody
of and be responsible for all funds and securities of the corporation and shall
keep regular books of amount, in accordance with accepted accounting practices,
of all receipts and disbursements of the corporation. The Treasurer shall
disburse out of the funds of the corporation payment of such just demands
against the corporation as may from time to time be authorized by the Board of
Directors.
Section 8. An Assistant Secretary and an Assistant
Treasurer, when authorized by the Board of Directors, shall have all of the
powers and be subject to all of the restrictions upon the Secretary Treasurer,
respectively, of the corporation.
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Section 9. The Board of Directors may grant, delegate or
assign to any officer of the corporation any of the duties and authorities
hereinabove designated to be performed by any officer, either temporarily or
permanently, as long as such powers and authorities shall not be inconsistent
with these By-Laws.
ARTICLE X
PROXIES
Any shareholder of the corporation may vote at any meeting of
the shareholders either in person or by proxy in writing in due form of law,
which may be a telegram or cablegram appearing to have been transmitted by the
shareholder. All proxies shall be filed with the Secretary of the corporation
before or at the time of any meeting of the shareholders. No proxy shall be
valid after the expiration of eleven (11) months from the date of its
execution, unless said proxy qualifies as an "irrevocable proxy" under the
corporate laws of the State of South Carolina.
ARTICLE XI
NOTICES AND WAIVERS
Section 1. Any notice of any meeting of the shareholders
or Directors of this corporation herein required to be given may be waived in
writing by the signature of the party to receive notice, either before or after
the meeting, which waiver need not specify the business transacted at the
meeting or the purpose thereof, and such waiver shall be deemed equivalent to
the giving of such notices.
Section 2. In computing the period of time for the
giving of any notice under these By-Laws, the day of which notice is given
shall be excluded, and the day when the act for which notice is given shall be
included.
ARTICLE XII
AMENDMENT OF BY-LAWS
These By-Laws may be amended, modified or added to by vote of
a majority of the outstanding common stock, or by a vote of a majority of the
members of the Board of Directors, at any meeting, provided notice of such
amendment has been given as required by Section 3 of Article VI hereof or
Section 2 of Article VII, as the case may be.
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