BYLAWS OF
DAEDALUS BUILDING SYSTEMS, INC.
SECTION 1. OFFICES
The principal office shall be in the County of Fairfax, State of
Virginia. The corporation may have offices and places of business at such other
places within and without the State of Virginia as shall be determined by the
directors.
SECTION 2. ANNUAL MEETING
The annual meeting of the corporation shall be held in the principal
office of the corporation at 8653 Richmond Highway, Alexandria, VA 22309 on the
3rd Friday of each year or at such other place as the officers and directors
designate by proper notice to the stockholders.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders for any purpose or purposes may be
called by the President, and must be called by the him or her on receipt of a
written request from the holders of twenty-five percent of the shares then
outstanding and entitled to vote.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS
Notice of the annual meeting or of a special meeting, state the time,
place and purpose or purposes thereof shall be given to each shareholder not
less than ten nor more than forty days prior to the meeting, but such notice may
be waived in writing at any time.
SECTION 5. QUORUM
At any meeting of the shareholders the holders of a majority of the
shares entitled to vote then issued and not outstanding shall constitute a
quorum, except as otherwise provided by law.
SECTION 6. VOTING
At each meeting of the shareholders every holder of a majority of
shares then entitled to vote may vote in person or by proxy, and shall have one
vote for each share registered in his or her name. However, it is understood
that certain preferred shares may have greater voting rights and those shares
shall and can be voted accordingly.
SECTION 7. NUMBER OF DIRECTORS, TENURE, VACANCIES
The business and affairs of the corporation shall be managed and
controlled by a Board of Directors of not more than eleven directors, who shall
be elected annually by the shareholders at the annual meeting. Each director
shall hold office until the election of his or her successor.
Any director may resign at any time. Vacancies occurring among the directors may
be filled by the directors.
SECTION 8. REGULAR MEETING OF THE BOARD
Immediately after each annual election of directors, the newly elected
directors may meet forthwith at the principal office of the corporations for the
purpose of organization and the transaction of other business; if a quorum of
the directors be then present no prior notice of such meeting shall be required.
Other regular meetings of the board may be held without notice at such times and
places as the directors may determine.
SECTION 9. SPECIAL MEETINGS
Special meetings of the directors may be called by the President and
must be called at the written request of two members of a majority of the
members of the Board.
SECTION 10. NOTICE OF SPECIAL MEETINGS
Notice of a special meeting shall be given to each director at least
five days prior to meeting, but such notice may be waived in writing at any
time.
SECTION 11. QUORUM
A majority of the Board of Directors shall constitute a quorum at all
meetings of the Board.
SECTION 12. OFFICERS
The officers of the corporation shall be a President, a Vice President,
a Secretary, and a Treasurer, who shall be elected annually by the directors and
who shall hold office during the pleasure of the directors, and any other
assistants of the Board of Directors may determine to elect at any time. The
positions of (1) President and Treasurer, (2) Vice President and Treasurer, and
(3) Secretary and Treasurer may be united in one person. All vacancies occurring
among any of the above officers shall be filled by the directors. Any officer
may be removed at any time by the affirmative vote of a majority of the
stockholders at a special meeting of the stockholders called for the purpose.
SECTION 13. SUBORDINATE OFFICERS
The board may appoint such other officers and agents with such powers
and duties as it shall deem necessary.
SECTION 14. THE PRESIDENT
The President shall preside at all meetings of the shareholders and
directors. He or she shall have general management and control of the business
and affairs of the corporation.
SECTION 15. THE VICE PRESIDENT
The Vice President shall, in the absence or disability of the
President, exercise the powers and perform the duties of the President. He or
she shall also generally assist the President and exercise such other powers and
perform such other duties as shall be prescribed by the directors.
SECTION 16. THE TREASURER
The Treasurer shall the custody of all funds, securities, evidences of
indebtedness and other personal property of the corporation and shall deposit
the same in such bank or trust company as shall be designated by the directors
of the corporation or the President. He shall receive and give receipts and
acquittances for monies paid in on account of the corporation and shall pay out
of the funds on hand all bills, payrolls and other just debts of the corporation
of whatever nature upon maturity of the same; he or she shall enter regularly in
books of the corporation to be kept by him or her for that purpose full and
accurate accounts of all monies received and paid out by him or her on account
of the corporation; and he or she shall perform all other duties incident to the
office of the Treasurer.
SECTION 17. THE SECRETARY
The Secretary shall keep the minutes of all proceedings of the
directors and the shareholders, he or she shall attend to the giving and serving
of all notices to the shareholders; or other notices required by law or these
By-Laws; he or she shall affix the seal of the corporation to deeds, contracts
and other instruments in writing requiring a seal, when duly signed; he or she
shall have charge of the certificate books and stockbooks and such other books
and papers as the Board may direct, and he or she shall perform all other duties
incident to the office of Secretary.
SECTION 18. SALARIES
The salaries of all officers shall be fixed by the Board of Directors.
SECTION 19. CERTIFICATES OF STOCK
Certificates of stock shall be issued in numerical order from the stock
certificate book; they shall be signed by the President and by the Secretary of
the corporation and the corporate seal shall be affixed thereto. A record of
each certificate shall be kept on the stub thereof.
SECTION 20. TRANSFER OF SHARES
Shares may be transferred on the books of the corporation by the holder
in person or by his attorney upon the surrender and cancellation of certificates
for a like number of shares.
SECTION 21. BOARD TO DECLARE DIVIDENDS
The directors may from time to time, as they shall see fit, declare
dividends upon the capital surplus.
SECTION 22. SEAL
The directors shall provide a suitable corporate seal which shall be in
charge of the Secretary and shall be used as authorized by the directors.
SECTION 23. DEPOSITORIES
The funds of the corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner, as
may be determined from time to time by the directors.
SECTION 24. NOTICE AND WAIVER OF NOTICE
Any notice required to be given by these Bylaws may be given by mailing
or telegraphing the same to the person entitled thereto at his or her address as
shown on the corporation's books and such notice shall be deemed to have been
given at the time of such mailing or telegraphing. Any notice required by these
Bylaws to be given may be waived by the person entitled to such notice.
SECTION 25. POWERS OF DIRECTORS TO AMEND, ETC.
The Board of Directors shall have power to make, amend and repeal the
Bylaws of the corporation at any annual meeting or at a special meeting called
for the purpose and all Bylaws made by the directors may be altered or repealed
by the shareholders.
Adopted at the organizational meeting of the
Board of Directors of Daedalus Building
Systems, Inc. held on October 28, 1999
/s/
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Secretary