EXHIBIT 3.4
BY-LAWS
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FINANCIAL MODELS COMPANY LTD.
ARTICLE I - OFFICES
Section 1 - Principal Office:
The principal office of the corporation shall be located at 250 Park
Avenue, 20th Floor, Borough of Manhattan, City and State of New York.
Section 2 - Other Offices:
The corporation may also have offices at such other places both within and
without the State of New York as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the corporation shall be held at
11:00 o'clock in the forenoon, local time at the place of the meeting, on the
15th day of May, or, if it be a legal holiday, then on the next succeding day
not a legal holiday, for the purpose of electing directors and transacting such
other business as may properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the certificate of incorporation, may be
called at any time by the
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president, the board of directors, or the holders of not less than 25% of all
the shares then outstanding and entitled to vote at the meeting.
Section 3 - Place of Meetings:
All meetings of shareholders for the election of directors shall be held at
the principal office of the corporation or at such other places within or
without the State of New York as may be fixed from time to time by the board of
directors. All other meetings of shareholders shall be held at the principal
office of the corporation, or at such other places within or without the State
of New York as shall be designated in the notices of such meetings or in duly
executed waivers of notice thereof.
Section 4 - Adjournment if Quorum not Present:
(a) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders of record present in person or represented by
proxy and entitled to vote at the meeting shall have the power to adjourn the
meeting from time to time by a majority vote, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
any such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called if a quorum had been present.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number and Election:
(a) The number of the directors of the corporation shall be three (3),
unless all of the outstanding shares are owned beneficially and of record by
less than three (3) shareholders, in which case the shareholders entitled to
vote may decrease the number of directors, provided that the number of directors
shall not be less than the number of shareholders. Directors shall be at
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least eighteen years of age and need not be residents of the State of New York
or shareholders of the corporation.
(b) Except as may otherwise be provided by law, in the certificate of
incorporation or in these by-laws, the directors, other than the first board of
directors, shall be elected at the annual meeting of the shareholders by a
majority of the votes cast by the holders of shares entitled to vote in the
election. The first board of directors shall be elected by the incorporator at
the organization meeting, or without a meeting pursuant to Section 404(b) of the
Business Corporation Law of the State of New York.
Section 2 - Duties and Powers:
The board of directors shall be responsible for the control and management
of the affairs, property and interests of the corporation and may exercise all
the powers of the corporation except as are herein, in the certificate of
incorporation or by statute expressly conferred upon or reserved to the
shareholders.
Section 3 - Annual and Regular Meetings:Notice:
(a) A regular annual meeting of each newly elected board of directors,
except for the first board, shall be held at the principal office of the
corporation or at such other place within or without the State of New York as
may be fixed by the board of directors, immediately following the annual meeting
of shareholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting if a quorum shall
be present. The first meeting of the first board of directors and, in the event
of the failure of a newly elected board to meet immediately following the annual
meeting of shareholders, the first meeting of each subsequently newly elected
board, shall be held at such time and place as shall be specified
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in a written waiver of notice or in a notice given as hereinafter provided for
special meetings of the board of directors.
(b) Other regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and place, within or without the
State of New York, as shall be from time to time determined by the board.
Section 4 - Special Meetings; Notice:
(a) Special meetings of the board of directors shall be held whenever
called by the president, or by one of the directors, at such time and place,
within or without the State of New York, as may be specified in the respective
notices or waivers of notice thereof.
(b) Notice of a special meeting shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least two days
before the day on which the meeting is to be held, or shall be sent to him at
such place by telegram, radio, cable or facsimile or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. A notice or waiver of notice need not specify
the business to be transacted at, or the purpose or purposes of, such special
meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting, prior thereto or at
its commencement, the lack of notice to him or who submits a signed waiver of
notice whether before or after the meeting.
Section 5 - Chairman:
At all meetings of the board of directors, the Chairman of the board, if
any and if present, shall preside. If there shall be no chairman of the board or
if he shall be absent, then the president shall preside, and in his absence a
chairman elected for the meeting by a majority of the directors present shall
preside.
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Section 6 - Quorum and Adjournments:
(a) At all meetings of the board of directors, the presence of a majority
of the entire board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
certificate of incorporation, or by these by-laws.
(b) A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time, without notice other than the announcement at the meeting,
until a quorum shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the board of directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold.
(b) Except as otherwise provided by statute, the vote of a majority of the
directors present at any meeting at the time of the vote, if a quorum is present
at such time, shall be the act of the board of directors.
(c) Any action required or permitted to be taken by the board of directors
or any committee thereof may be taken without a meeting if all members of the
board or the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the board or committee shall be filed with the minutes of the
proceedings of the board or committee.
(d) Any one or more members of the board, or any committee thereof may
participate in a meeting of such board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at such meeting.
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Section 8 - Newly Created Directorships and Vacancies:
Newly created directorships resulting from an increase in the number of
directors, and vacancies occurring in the board of directors by reason of the
death, resignation, disqualification, removal or inability to act of any
director, or otherwise, shall be filled by election at an annual meeting, or at
a special meeting of shareholders called for that purpose. A director elected to
fill a newly created directorship or a vacancy in the board shall serve until
the next succeeding annual meeting of shareholders and until his successor shall
have been duly elected and shall have qualified.
Section 9 - Resignation:
Any director may resign at any time by giving written notice to the board
of directors, the president or the secretary of the corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon the receipt thereof by the board of directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
Section 10 - Removal:
Any or all of the directors may be removed with or without cause at any
time by the vote of the shareholders at a special meeting called for that
purpose.
Section 11 - Salaries:
The board of directors, by the affirmative vote of a majority of the
directors then in office, and irrespective of any personal interest of any of
its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.
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Section 12 - Committees:
The board of directors, where the number of directors constituting the
whole board is three or more, may from time to time designate from among its
members by resolution adopted by a majority of the entire board an executive
committee and such other committees, and alternate members thereof, as they may
deem desirable, each consisting of three or more members, and each of which, to
the extent provided in the resolution, shall have all the authority of the
board, except that no such committee shall have authority as to any of the
enumerated matters as to which authority may not be accorded to such a committee
under Section 712 of the Business Corporation Law of the State of New York. Each
such committee shall serve at the pleasure of the board. Vacancies in the
membership of such committees shall be filled by the board of directors at a
regular or special meeting of the board. Regular or special meetings of such
committee shall be called or held in the same manner as regular meetings of the
board of directors, and such committees shall keep regular minutes of their
proceedings and report the same to the board.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualification, Election and Term of Office:
(a) The officers of the corporation shall consist of a president, a
secretary, a treasurer and such other officers, including but not limited to a
chairman of the board and one or more vice-presidents, as the board of directors
may from time to time deem advisable. Any officer may be, but is not required to
be, a director of the corporation. Any two or more offices, except the offices
of the president and the secretary, may be held by the same person. When all of
the issued and outstanding stock of the corporation is owned by one person, such
person may hold any combination of offices, including those of president and
secretary.
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(b) The president, secretary and treasurer of the corporation shall be
elected by the board of directors at the regular annual meeting of the board
following the annual meeting of shareholders, except for the first president,
secretary and treasurer, who shall be elected at the first meeting of the board
of directors. Each such officer shall hold office until the annual meeting of
the board of directors next succeeding his election and until his successor
shall have been duly elected and shall have qualified, or until his death,
resignation or removal.
(c) The board of directors may elect at any regular or special meeting such
officers and agents, other than the president, secretary and treasurer, as it
shall deem advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board of directors.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the board of directors or to the president or the secretary of
the corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the board of directors or
by the president or secretary, and the acceptance of such resignation shall not
be necessary to make it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, at any time by
the board of directors.
Section 4 - Vacancies:
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A vacancy in any office by reason of death, resignation, inability to act,
disqualification or any other cause may at any time be filled for the unexpired
portion of the term by the board of directors.
Section 5 - Duties of Officers:
Officers of the corporation shall, unless otherwise provided by the board
of directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the board of directors.
Section 6 - Salaries:
The salaries of all officers of the corporation shall be fixed by the board
of directors.
Section 7 - Sureties and Bonds:
In case the board of directors shall so require, any officer, employee or
agent of the corporation shall execute to the corporation a bond in such sum and
with such surety or sureties as the board of directors may direct, conditioned
upon the faithful performance of his duties to the corporation, including
responsibility for negligence and for accounting for all property, funds or
securities of the corporation which may come into his hands.
Section 8 - The President:
The president shall be the chief executive officer of the corporation,
shall preside at all meetings of the shareholders, shall, in the absence of the
chairman of the board or if there is no chairman of the board, preside at all
meetings of the board of directors, shall have general and active management of
the business of the corporation and shall see that all orders and resolutions of
the board of directors are carried into effect. The president shall execute
bonds, mortgages
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and other contracts requiring a seal under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation. He or
she shall have authority to affix the corporate seal to any instrument requiring
it and when so affixed, it may be attested to by his or her signature. The
president, or such of the officers of the corporation whom he or she shall
designate, shall have the power and authority to vote the capital stock of other
corporations which his held by the corporation.
Section 9 - The Secretary:
The secretary shall attend all meetings of the board of directors and all
meetings of the shareholders and record all the proceedings of such meetings in
a book to be kept for that purpose and shall perform like duties for the
committees designated by the board of directors pursuant to Article III, Section
12 of these by-laws, when required. Except as otherwise provided in these
by-laws he or she shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he or she shall be. He or she shall have
custody of the corporate seal of the corporation and shall have authority to
affix the same to any instrument requiring it and, when so affirmed, it may be
attested by his or her signature. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by this signature.
Section 10 - The Treasurer:
(a) The treasurer shall have the custody of the corporate bonds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the
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corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.
(b) The treasurer 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 to the president and the board of directors at
its regular meetings, or when the board of directors so requires, and account of
all of his or her transactions as treasurer and of the financial condition of
the corporation.
ARTICLE V - SHARES
Section 1 - Lost or Destroyed Share Certificates:
The holder of any certificate representing shares of the corporation shall
immediately notify the corporation of any loss or destruction of the certificate
representing the same. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as conditions
precedent to the issuance thereof, may require production of such evidence of
loss or destruction as it deems suitable, may prescribe such terms and
conditions as it deems expedient, and may require the owner of the lost or
destroyed certificate, or his legal representatives, to give such indemnities as
the board of directors deems adequate, to protect the corporation from any claim
that may be made against it with respect to any such certificate alleged to have
been lost or destroyed or on account of the issuance of the new certificate. A
new certificate may be issued without requiring any such evidence, terms and
conditions or indemnities when, in the judgment of the board of directors, it is
proper to do so.
Section 2 - Transfer of Shares:
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(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed with a request to
register transfer, if the conditions of Section 8-401 of the Uniform Commercial
Code are met, a new certificate shall be issued to the person entitled thereto,
and the old certificate cancelled and the transaction recorded upon the books of
the corporation.
(b) The corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes, and shall be
entitled to recognize the exclusive right of the holder of record of such share
or shares to receive dividends, to vote as the owner of such shares and to be
held liable for calls and assessments, and accordingly shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
ARTICLE VI - DIVIDENDS
Section 1 - Declaration and Payment of Dividends:
Pursuant to the provisions of Section 510 of the Business Corporation Law,
the board of directors may declare dividends at any regular or special meeting,
and the corporation shall pay and distribute such dividends to its shareholders
pursuant to said Section 510 and the resolution of the board.
Section 2 - Special Reserve Funds:
Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends, such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
property of the corporation, for such other purpose or
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purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall be fixed by the board of directors
from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to
time by the board of directors.
ARTICLE IX - CORPORATE BOOKS
The directors may keep the books of the corporation, except such as are
required by law to be kept within the State of New York, outside the State of
New York, at such place or places as they may from time to time determine.
ARTICLE X - CHECKS
All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.
ARTICLE XI - AMENDMENTS TO BY-LAWS
The by-laws of the corporation may be altered, amended or repealed, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote, at any regular or special meeting of shareholders.
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The undersigned incorporator certifies that he has adopted the foregoing
by-laws as the first by-laws of the corporation, in accordance with the
requirements of the Business Corporation Law.
Dated: New York, New York
March 29, 1989
/s/ William Waterman, Jr.
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William Waterman, Jr.
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