BY-LAWS
of
ANT THEATRICAL PRODUCTIONS, INC.
(A New York Corporation)
ARTICLE I
SHARE HOLDERS
1.01. Annual Meeting. The annual meeting of the shareholders
shall be held on the date fixed, from time to time, by the directors, provided,
that the first annual meeting shall be held on a date within thirteen months
after the formation of the Corporation, and each successive annual meeting
shall be held on a date within thirteen months after the date of the preceding
annual meeting.
1.02. Special Meetings. Special meetings may be called by the
directors or by the president or secretary, and shall be called by the
directors upon the written request of the holders of a majority of the
outstanding shares of the Corporation entitled to vote at the meeting requested
to be called.
1.03. Place of Meetings. Both annual meetings and special
meetings of the shareholders shall be held at such place, within or without the
State of New York, as the directors may, from time to time, fix. Whenever the
directors shall not fix such place, or whenever shareholders entitled to call a
special meeting shall call the same, the meeting shall be held at the office of
the Corporation in the State of New York.
1.04. Notice of Meetings. The notice of any meeting of the
shareholders shall be in writing, shall state the place, date, and hour of the
meeting, and, unless it is the annual meeting, shall state the name and
capacity of the person issuing the same and shall otherwise conform to the
provisions of section 605 of the New York Business Corporation Law (the "BCL").
1.05. Waiver of Notice. Notice of a meeting need not be given
to any shareholder who submits a signed waiver of notice in person or by proxy
before or after the meeting. The attendance of a shareholder at a meeting
without postponing prior to the conclusion of the meeting the lack of notice of
such meeting shall constitute a waiver of notice by him.
1.06. Conduct of Meetings. Meetings of the shareholders shall
be, conducted in conformity with the provisions of the BCL and, where not
precluded by law or otherwise inapplicable, with the rules of parliamentary
procedure.
1.07. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy. Every proxy must
be signed by the shareholder or his attorney-in-fact. No proxy shall be valid
after the expiration of eleven months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by the BCL.
1.08. Quorum. The holders of a majority of the shares
entitled to vote at a meeting of shareholders for the transaction of any
business shall constitute a quorum thereat. When a quorum is once present to
organize a meeting, it is not broken by the subsequent withdrawal of any
shareholders, or by adjournment(s) of such meeting.
1.09. Voting. Each share shall entitle the holder thereof to
one vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action shall be authorized by a majority of the votes cast
except where the BCL prescribes a different proportion of votes.
1.10. Action Without Meetings. Whenever shareholders, are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent setting forth the action so taken, signed
in person or by proxy by the holders of all outstanding shares entitled to vote
thereon.
1.13. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders,
or any adjournments thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or the allotment of any rights, or
for the purpose of 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 shall not be more than fifty nor less than ten days before the date
of such meeting, nor more than fifty days prior to any other action. When a
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholder has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date for the adjourned meeting.
ARTICLE IX
BOARD OF DIRECTORS
2.01. Power. The business of the Corporation shall be managed
by the board of directors.
2.02. Qualifications and Number. Each director shall be at
least eighteen years of age. A director need not be a shareholder, a citizen of
the United States, or a resident of the State of New York. The initial Board of
Directors shall consist of one (1) person. Thereafter, the number of directors
constituting the entire board shall be at least three, except that, where all
the shares are
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owned beneficially and of record by less than three shareholders, the number of
directors may be less than three but not less than the number of such
shareholders. Subject to the foregoing limitation and except for the first
Board of Directors, such number may be fixed from time to time by action of the
shareholders or of the directors under the specific provisions of a by-law
adopted by the shareholders. The number of directors may be increased or
decreased by action of shareholders or of the directors, provided that any
action of the directors to effect such increase or decrease shall require the
vote of a majority of the entire Board. No decreases shall shorten the term of
any incumbent, director.
2.03. Election. The board of directors shall be appointed
initially by the incorporators and subsequently from time to time by the
shareholders, and shall hold office in accordance with the provisions of
Section 703 of the BCL and in accordance with these By-Laws. In the interim
between annual meetings of shareholders or of special meetings of shareholders
called for the election of directors, newly created directorships and any
vacancies in the board of directors, including vacancies resulting from the
removal of director for cause or without cause, may be filled by the vote of a
majority of the remaining directors then in office, although less than a quorum
exists, such directors to serve until the next annual meeting of shareholders.
2.04. Meetings of Directors. Meetings shall be held at such
time and at such place within or without the State of New York as shall be
fixed by the board. Any one or more members of the board or any committee
thereof may participate in a meeting by means of a conference telephone or
similar communications equipment allowing all persons in a meeting to hear each
other at the same time. Such participation shall constitute presence in person
at a meeting.
2.05. Special Meetings. Special meetings may be called by or
at the direction of the Chairman of the board, if any, or the president, or by
any two directors in office.
2.06. Notice of Meetings. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral,
telephonic or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the purpose of
the meeting.
2.07. Waiver of Notice. Any requirement of furnishing a
notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him.
2.08. Quorum and Action. A majority of the entire board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided such majority shall constitute at least one-third of the entire board.
Except as otherwise provided in the BCL the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. When a quorum is once present to organize a meeting, it
is not broken by the subsequent withdrawal of any directors or any
adjournment(s) of such meeting.
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2.09. Removal of Directors. Any or all of the directors may
be removed for cause or without cause by the shareholders, one or more of the
directors may be removed for cause by the board of directors.
2.10. Committees. By resolution adopted by a majority of the
entire board of directors, the directors may designate from their number
directors to constitute an executive committee and other committees, all of
which committees shall each consist of three or more directors, each of which
committees, to the extent provided in the resolution designating it, shall have
the authority of the board of directors with the exception of any authority the
delegation of which is prohibited by Section 712 of the BCL.
2.11. Action Without A Meeting. Any action required or
permitted to be taken by the board 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.
2.12. Additional Powers. In addition to the powers and
authorities by these By-Laws expressly conferred upon it, the board of
directors (and any committee thereof) may exercise all of such powers of the
Corporation and do all such lawful acts and things The statutory control over
which is not vested exclusively in the shareholders or in the incorporators, or
which are not by the certificate of incorporation or by these By-Laws reserved
to the shareholders.
ARTICLE III
OFFICERS
3.01. Designation. The directors may elect or appoint a
chairman of the board of directors, a president, one or more vice-presidents, a
secretary; one or more assistant secretaries, a treasurer, one or more
assistant treasurers, and such other officers as they may determine. Any two or
more offices may be held by the same person except the offices of president and
secretary. When all of the issued and outstanding stock of the Corporation is
owned by one person, such person may hold all or any combination of offices.
3.02. Term. Unless otherwise provided in the resolution of
election or appointment, each officer shall hold office until the meeting of
the board of directors following the next annual meeting of shareholders and
until his successor has been elected and qualified.
3.03. Powers. Officers shall have such powers and duties as
may be prescribed by the board, and to the extent not so prescribed, they shall
have such powers and duties, subject to the control of the board, as generally
pertain to their respective offices.
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3.04. Voting of Shares in Other Corporations. Unless
otherwise determined by the board of directors, shares in other corporations
which are held by the Corporation may be represented and voted by the president
of the Corporation or by proxy or proxies appointed by said president.
3.05. Removal. The board of directors may remove any officer
for cause or without cause and may fill the vacancies resulting for the
unexpired term.
ARTICLE IV
FORMS OF CERTIFICATES AND LOSS
AND TRANSFER OF SHARES
4.01. Form. Certificates representing shares shall set forth
thereon the statements prescribed by applicable sections of the BCL and any
other applicable provision of law, and shall otherwise be in such form as may
be prescribed by the board of directors consistent with the Certificate of
Incorporation and these By-Laws.
4.02. Issue of Certificates. Consideration for the issue of
shares shall consist of money or other property, tangible or intangible, or
labor or services actually received by or performed for the Corporation or for
its benefit or in its formation or reorganization, or a combination thereof. A
certificate or other evidence of ownership of shares as may be determined
suitable by the board of directors, consistent with the provisions of law,
shall not be issued until the full amount of consideration therefore has been
paid, except as paragraphs (e) and (f) of Section 505 of the BCL may otherwise
permit.
4-03. Lost Certificates. The Corporation may issue a new
certificate for shares in place of any certificate alleged to have been lost or
destroyed, and the board may in its discretion require the owner of the lost or
destroyed certificate to give the Corporation a bond or other security
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate or the issuance of any such new certificate.
4.04. Transfers. Shares of the Corporation shall he
transferable on the record of shareholders upon presentment to the Corporation,
or a transfer agent designated by the Corporation, of a certificate or
certificates or other suitable evidence of ownership, representing the shares
requested to be transferred, with proper endorsements on the certificate or
certificates or other suitable evidence of ownership, or on a separate
accompanying document, together with such evidence of the payment of transfer
taxes and compliance with other provisions of law as the corporation or its
transfer agent may require.
4.05. Other Relations. The board of directors shall have
power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
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ARTICLE V
CORPORATE MANAGEMENT
5.01 Books and Records. All proper and necessary books of
account and other books requisite to a full and complete record of the business
transactions of the Corporation shall be kept in such manner as is usual in
like corporations or as shall be directed by the board of directors.
5.02. Corporate Seal. The corporate seal shall be in such
form as the board of directors shall prescribe.
5.03. Fiscal Year. The fiscal year of the corporation shall
be the calendar year, unless otherwise determined by the board of directors:
5.04. Indemnity. Except as precluded or prohibited by the
provisions of Article 7 of the BCL, any person made a party to any action, suit
or proceeding by reason of the fact that he, his testator or intestate, is or
was a director, officer or employee of the corporation, or any corporation
which he served as such at the request of the corporation, shall be indemnified
by the Corporation to the fullest protection provided by law against the
reasonable expenses, including attorney's fees, actually and necessarily
incurred by him in connection with the defense of such action, suit or
proceeding, or in connection with any appeal therein.
ARTICLE VI
CONTROL OVER BY-LAWS
The shareholders entitled to vote in the election of
directors, or the directors upon compliance with any statutory requisite, may
amend or repeal the By-Laws and may adopt new by-laws, except that the
directors may not amend or repeal any by-law or adopt any new by-law, the
statutory control over which is vested exclusively in the shareholders or in
the incorporators. Any by-law adopted by the incorporators or directors may be
amended or repealed by the shareholders.
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STATE OF CALIFORNIA, OFFICE OF THE SECRETARY OF STATE, CORPORATION
DIVISION
I, MARCH FONG EU, Secretary of State of the State of California,
hereby certify:
That the annexed transcript has been compared with the corporate
record on file in this office, of which it purports to be a copy, and that same
is full, true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of the
State of California this
MARCH 21, 1991
/S/ March Fong Eu
Secretary of State