Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
BARRINGTON SCIENCES CORPORATION
(formerly Financial Express Corporation)
Barrington Sciences Corporation (formerly known as Financial Express
Corporation), a Nevada corporation, hereby amends and restates its Bylaws as
follows:
ARTICLE I -- Offices
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The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the State of Nevada, as the Board may designate or as the business of
the corporation may require from time to time.
ARTICLE II -- Shareholders
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2.1 Annual Meeting. The annual meeting of the shareholders shall be held on
the third Tuesday of May of each year at 10:00 a.m., for the purpose of electing
directors and officers and transacting such business as may properly come before
the meeting. If the day fixed for the annual meeting is a legal holiday at the
place of the meeting, the meeting shall be held on the next succeeding business
day. If the annual meeting is not held on the date designated therefor, the
Board shall cause the meeting to be held as soon thereafter as may be
convenient.
2.2 Special Meetings. The Chief Executive Officer, the President, the
Board, or the holders of not less than one-fifth of all the outstanding shares
of the corporation entitled to vote at the meeting may call special meetings of
the shareholders for any purpose.
2.3 Meetings by Telephone. Shareholders may participate in a meeting of the
shareholders by means of a telephone conference or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
2.4. Place of Meeting. All meetings shall be held at the principal office
of the corporation or at such other place within or without the State of Nevada
designated by the Board, by any persons entitled to call a meeting or by a
waiver of notice signed by all of the shareholders entitled to vote at the
meeting.
2.5 Notice of Meeting. The Chief Executive Officer, the President, the
Secretary, the Board, or shareholders calling an annual or special meeting of
shareholders as provided for herein, shall cause to be delivered to each
shareholder entitled to notice of or to vote at the meeting either personally or
by mail or facsimile transmission, not less than ten (10) nor more than fifty
(50) days before the meeting, written notice 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. At any time, upon written request of the holders of
not less than one-fifth of all of the outstanding shares of the corporation
entitled to vote at the meeting, it shall be the duty of the Secretary to give
notice of a special meeting of shareholders to be held on such date and at such
place and time as the Secretary may fix, not less than ten (10) nor more than
thirty-five (35) days after receipt of said request, and if the Secretary shall
neglect or refuse to issue such notice, the person making the request may do so
and may fix the date for such meeting. If such notice is mailed, it shall be
deemed delivered when deposited in the official government mail properly
addressed to the shareholder at his or her address as it appears on the stock
transfer books of the corporation with postage prepaid. If the notice is
telegraphed, it shall be deemed delivered when the telegram is delivered to the
telegraph company. If the notice is transmitted by facsimile, it shall be deemed
delivered when received.
2.6 Waiver of Notice. Whenever any notice is required to be given to any
shareholder under the provisions of these Bylaws, the Articles of Incorporation
or Nevada law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
2.7 Fixing of Record Date for Determining Shareholders. For the purpose of
determining shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any 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 may fix in advance a date as the record date for
any such determination. Such record date shall be not more than fifty (50) days,
and in case of a meeting of shareholders, not less than ten (10) days prior to
the date on which the particular action requiring such determination is to be
taken. If no record date is fixed for the determination of shareholders entitled
to vote at a meeting or to receive payment of a dividend, the date and hour on
which the notice of meeting is mailed or on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record date
and time for such determination. Such a determination shall apply to any
adjournment of the meeting.
2.8 Voting Record. At least ten (10) days before each meeting of
shareholders, a complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by each shareholder. This
record shall be kept on file at the registered office of the corporation for ten
(10) days prior to such meeting and shall be kept open at such meeting for the
inspection of any shareholder.
2.9 Quorum. 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 the shareholders. If less than one hundred percent of the
outstanding shares entitled to vote are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. If a quorum is present or represented at a reconvened meeting
following such an adjournment, any business may be transacted that might have
been transacted at the meeting as originally called.
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2.10 Manner of Acting. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater number is required by these Bylaws, the Articles of Incorporation or
Nevada law.
2.11 Proxies. A shareholder may vote by proxy executed in writing by the
shareholder or by his or her attorney-in-fact. Such proxy shall be filed with
the Secretary of the corporation before or at the time of the meeting. A proxy
shall become invalid eleven months after the date of its execution, unless
otherwise provided in the proxy. A proxy with respect to a specified meeting
shall entitle the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment
thereof.
2.12 Voting of Shares. Each outstanding share entitled to vote with respect
to the subject matter of an issue submitted to a meeting of shareholders shall
be entitled to one vote upon each such issue.
2.13 Voting for Directors. Each shareholder entitled to vote at an election
of directors may vote, in person or by proxy, the number of shares owned by such
shareholder for as many persons as there are directors to be elected and for
whose election such shareholder has a right to vote, or, unless prohibited or
otherwise provided in the Articles of Incorporation, each such shareholder may
cumulate his or her votes by distributing among one or more candidates as many
votes as are equal to the number of such directors multiplied by the number of
his or her shares.
2.14 Action by Shareholders Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if, before or after the action, a written consent setting forth the
action so taken is signed by shareholders holding at least a majority of the
voting power, except that if a different proportion of voting power is required
for such an action at a meeting, then that proportion of written consents is
required. Any such consent shall be inserted in the minute book as if it were
the minutes of a meeting of the shareholders. In no instance where action is
authorized by written consent need a meeting of shareholders be called or notice
given.
ARTICLE III - Board of Directors
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3.1 General Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board, except as may be otherwise provided in these
Bylaws, the Articles of Incorporation or Nevada law.
3.2 Number. The number of authorized directors shall be fixed from time to
time by resolution of a majority of the Board of Directors, provided, however,
that the number of directors shall not be less than one (1) or more than nine
(9), and shall not be increased by more than three (3) directors in any calendar
year. No decrease in the number of directors shall have the effect of shortening
the term of any incumbent director. Directors must be natural persons who are at
least 18 years of age, but need not be shareholders of the corporation or
residents of the State of Nevada.
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3.3 Vacancies. In the case of a vacancy on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, the
vacancy may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board. In the case of a vacancy in
the Board of Directors resulting from the resignation or removal of a director,
the person appointed or elected to fill such vacancy shall hold office for the
unexpired term of the director whose position is vacant, and until the election
and qualification of a successor. No decrease in the number of directors shall
have the effect of shortening the term of office of any incumbent director.
Unless a director dies, resigns, or is removed, he or she shall hold office for
the term for which he or she is elected and until such director's successor is
elected and qualified.
3.4 Classification of Directors. The directors of the corporation shall be
divided into three classes: Class I, Class II, and Class III. Such classes must
be as nearly equal in number as possible. The term of the initial Class I
directors will expire at the first annual meeting of the shareholders following
designation; the term of the initial Class II directors will expire at the
second annual meeting of shareholders following designation; and the term of the
initial Class III directors will expire at the third annual meeting of the
shareholders following designation. Upon the expiration of the initial staggered
terms, directors shall be elected for a term of three (3) years to succeed those
directors whose terms expire. If the number of directors is increased or
decreased in the manner specified in these Bylaws, such change will be
apportioned among the classes so that after the change, the classes will remain
as nearly equal in number as possible.
3.5 Compensation. By Board resolution, directors may be paid their
expenses, if any, of attendance at each Board meeting, or a fixed sum for
attendance at each Board meeting, or a stated salary as a director, or be
granted shares of common stock of the corporation or stock options, or any
combination of the foregoing. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
3.6 Annual and Regular Meetings. An annual Board meeting shall be held
without notice immediately after and at the same place as the annual meeting of
shareholders. A resolution of the Board, or any committee thereof, may specify
the time and place either within or without the State of Nevada for holding
regular meetings thereof without other notice than such resolution.
3.7 Special Meetings. Special meetings of the Board or any committee
appointed by the Board may be called by or at the request of the Chairman of the
Board, the Chief Executive Officer, the President, the Secretary or any one
director. The person or persons authorized to call special meetings may fix any
place either within or without the State of Nevada as the place for holding any
special Board meeting called by them.
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3.8 Meetings by Telephone. Members of the Board or any committee designated
by the Board may participate in a meeting of such Board or committee 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.
Participation by such means shall constitute presence in person at a meeting.
3.9 Notice of Special Meetings. Written notice of a special Board or
committee meeting stating the place, day and hour of the meeting shall be given
to a director at his or her address shown on the records of the corporation.
Neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in the notice of such meeting.
3.9.1 Personal Delivery. If delivery is by personal service, the
notice shall be effective if delivered at such address at least two (2) days
before the meeting.
3.9.2 Delivery by Mail. If notice is delivered by mail, the notice
shall be deemed effective if deposited in the official government mail properly
addressed with postage pre-paid at least five (5) days before the meeting.
3.9.3 Delivery by Telex or Facsimile. If notice is delivered by telex
or facsimile, the notice shall be deemed effective if sent and evidenced by
transmission receipt or report at least three (3) days before the meeting.
3.10 Waiver of Notice.
3.10.1 In Writing. Whenever any notice is required to be given to any
director under the provisions of these Bylaws, the Articles of Incorporation or
Nevada law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
need be specified in the waiver of notice of such meeting.
3.10.2 By Attendance. The attendance of a director at a Board or
committee meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
3.11 Quorum. A majority of the directors shall constitute a quorum for the
transaction of business at any Board meeting. A majority of the directors
present may adjourn the meeting from time to time without further notice.
3.12 Manner of Acting. The act of the majority of the directors present at
a Board or committee meeting at which there is a quorum shall be the act of the
Board or of such committee, unless the vote of a greater number is required by
these Bylaws, the Articles of Incorporation, or Nevada law.
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3.13 Presumption of Assent. A director of the corporation present at a
Board or committee meeting at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his or her dissent
is entered in the minutes of the meeting, or unless such director files a
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof, or forwards such dissent by registered
mail to the Secretary of the corporation immediately after the adjournment of
the meeting. A director who voted in favor of such action may not dissent.
3.14 Action by Board or Committees Without a Meeting. Any action which
could be taken at a meeting of the Board or of any committee appointed by the
Board may be taken without a meeting if a written consent setting forth the
action so taken is signed by each of the directors or by each committee member.
Any such written consent shall be inserted in the minute book as if it were the
minutes of a Board or a committee meeting.
3.15 Resignation. Any director may resign at any time by delivering written
notice to the Chief Executive Officer, the Chairman of the Board (if any), the
President, the Secretary or the Board, or to the registered office of the
corporation, or by giving oral notice at any meeting of the directors or
shareholders. Any such resignation shall take effect at the time specified
therein, or if the time is not specified, upon delivery thereof and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
3.16 Removal. At a meeting of shareholders called expressly for that
purpose, one or more members of the Board (including the entire Board) may be
removed, with or without cause, by a vote of the holders representing not less
than two-thirds (2/3) of the shares then entitled to vote on the election of
directors. If the holders of any class or series of shares are entitled to elect
one or more directors, unless otherwise provided in the Articles of
Incorporation, removal of any such director requires the vote of two-thirds of
the holders of that class or series, and not the votes of the outstanding shares
as a whole.
ARTICLE IV -- Officers
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4.1 Number. The officers of the corporation shall be a Chief Executive
Officer, a President and a Secretary, each of whom shall be elected by the
Board. The Board may also elect a Vice President, Chief Financial Officer and
Treasurer as well as other officers and assistant officers, including a Chairman
of the Board as may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person.
4.2 Election and Term of Office. The officers of the corporation shall be
elected annually by the Board at the Board meeting held after the annual meeting
of the shareholders. If the election of officers is not held at such meeting,
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such election shall be held as soon thereafter as a Board meeting conveniently
may be held. Unless an officer dies, resigns, or is removed from office, he or
she shall hold office until the next annual meeting of the Board or until his or
her successor is elected.
4.3 Resignation. Any officer may resign at any time by delivering written
notice to the Chairman of the Board, the Chief Executive Officer, the President,
a Vice President, the Secretary or the Board, or by giving oral notice at any
meeting of the Board. Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
4.4 Removal. Any officer or agent elected or appointed by the Board may be
removed by the Board whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4.5 Vacancies. A vacancy in any office created by the death, resignation,
removal, disqualification, creation of a new office or any other cause may be
filled by the Board for the unexpired portion of the term or for a new term
established by the Board.
4.6 Chief Executive Officer. The Chief Executive Officer shall have
authority over the President and other officers and preside over meetings of the
Board and shareholders and, subject to the Board's control, shall supervise and
control all of the assets, business and affairs of the corporation. The Chief
Executive Officer or the President may sign certificates for shares of the
corporation, deeds, mortgages, bonds, contracts, or other instruments, except
when the signing and execution thereof have been expressly delegated by the
Board or by these Bylaws to some other officer or agent of the corporation or
are required by law to be otherwise signed or executed by some other officer or
in some other manner. In general, the Chief Executive Officer shall perform all
duties incident to the office of the Chief Executive Officer, and such other
duties as are prescribed by the Board from time to time.
4.7 President. The President shall preside over meetings of the Board and
shareholders and, subject to the Board's control, shall supervise and control
all of the assets, business and affairs of the corporation. The President may
sign certificates for shares of the corporation, deeds, mortgages, bonds,
contracts, or other instruments, except when the signing and execution thereof
have been expressly delegated by the Board or by these Bylaws to some other
officer or agent of the corporation or are required by law to be otherwise
signed or executed by some other officer or in some other manner. In general,
the President shall perform all duties incident to the office of President, and
such other duties as are prescribed by the Board from time to time.
4.8 Vice President. Except as otherwise provided herein, in the absence of
the President or his 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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4.9 Secretary. The Secretary shall: (a) keep the minutes of meetings of the
shareholders and the Board in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records of the
corporation; (d) keep registers of the post office address of each shareholder
and Director; (e) sign certificates for shares of the corporation; (f) have
general charge of the stock transfer books of the corporation; (g) sign, with
the Chief Executive Officer, the President, or other officer authorized by the
Chief Executive Officer, the President or the Board, deeds, mortgages, bonds,
contracts, or other instruments; and (h) 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 or her by the Chief Executive Officer, the President or the
Board. In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.
4.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all monies
and other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, the Chairman of the Board (if there is one), the Chief Executive
Officer or the President, taking proper vouchers for such disbursements. He
shall render to the Chairman of the Board (if there is one), the Chief Executive
Officer, President and the Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, and to the shareholders at
the annual meeting of the shareholders, an account of all his transactions as
Treasurer and of the financial condition of the corporation. If required by the
Board of Directors he shall give the corporation a bond for the faithful
discharge of his duties in such amount and with such surety as the board shall
prescribe. The Treasurer shall also perform such other duties as may be assigned
to him by the Chairman of the Board (if there is one), the Chief Executive
Officer, President or the Board of Directors.
ARTICLE V -- Contracts, Loans, Checks and Deposits
-------------------------------------
5.1 Contracts. The Board may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation. Such authority may be general or
confined to specific instances.
5.2 Loans. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances. No loans shall be made by the corporation secured by its shares.
5.3 Loans to Officers and Directors. No loans shall be made by the
corporation to its officers or directors, unless first approved by the holders
of at least two-thirds of the outstanding shares.
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5.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, or agent or agents, of
the corporation and in such manner as is from time to time determined by
resolution of the Board.
5.5 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board may select.
ARTICLE VI -- Certificates for Shares and Their Transfer
------------------------------------------
6.1 Issuance of Shares. No shares of the corporation shall be issued unless
authorized by the Board, which authorization shall include the maximum number of
shares to be issued and the consideration to be received for each share.
6.2 Certificates for Shares. Certificates representing shares of the
corporation shall be signed by the President and shall include on their face
written notice of any restrictions which may be imposed on the transferability
of such shares. All certificates shall be consecutively numbered or otherwise
identified.
6.3 Stock Records. The stock transfer books shall be kept at the registered
office or principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of the person to
whom the shares represented thereby are issued, together with the class, number
of shares and date of issue, shall be entered on the stock transfer books of the
corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
6.4 Restrictions on Transfer. Except to the extent that the corporation has
obtained an opinion of counsel acceptable to the corporation that transfer
restrictions are not required under applicable securities laws, all certificates
representing shares of the corporation shall bear the following legend on the
face of the certificate or on the reverse of the certificate if the reference to
the legend is contained on the face:
The securities evidenced by this Certificate have not
been registered under the Securities Act of 1933 or any
applicable state law, and no interest therein may be
sold, distributed, assigned, offered, pledged or
otherwise transferred unless: (a) there is an effective
registration statement under such Act and applicable
state securities laws covering any such transaction
involving said securities, or (b) this corporation
receives an opinion of legal counsel for the holder of
these securities (concurred in by legal counsel for
this corporation) stating that such transaction is
exempt from registration, or (c) this corporation
otherwise satisfies itself that such transaction is
exempt from registration.
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6.5 Transfer of Shares. The transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation pursuant to
authorization or document of transfer made by the holder of record thereof or by
his or her legal representative, who shall furnish proper evidence of authority
to transfer, or by his or her attorney-in-fact authorized by power of attorney
duly executed and filed with the Secretary of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled.
6.6 Lost or Destroyed Certificates. In the case of a lost, destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms
and indemnity to the corporation as the Board may prescribe.
ARTICLE VII -- Books and Records
-----------------
The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and Board and such other records as may be necessary or advisable.
ARTICLE VIII -- Accounting Year
---------------
The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected for purposes of
federal income taxes, the accounting year shall be the year so selected.
ARTICLE IX -- Seal
----
The seal of the corporation shall consist of the name of the corporation,
the state of its incorporation and the year of its incorporation.
ARTICLE X - Indemnification of Officers, Directors, Employees and Agents
------------------------------------------------------------
To the fullest extent provided by Nevada law, the corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he 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
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reasonable cause to believe his 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, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful..
ARTICLE XI -- Amendments
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These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board. The shareholders may also alter, amend and repeal these
Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended,
repealed, altered or modified by the shareholders.
The foregoing Amended and Restated Bylaws were adopted by a majority of the
shareholders of the corporation on March 28, 2003 and made effective as of March
18, 2003.
/S/ Lorne Broten
---------------------------------
Lorne Broten, CFO
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