BY-LAWS
OF
IMAGING DYNAMICS, INC.
ARTICLE I - OFFICES
1. The registered office of the corporation shall be as designated in
the Certificate of Incorporation of Imaging Dynamics, Inc. (hereinafter referred
to as "Imaging" or the corporation), unless changed by resolution of the
corporation's
Board of Directors.
2. The corporation may also have offices at such other places as-the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, New
Jersey".
ARTICLE III - SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the office of the
corporation at 36-38 East 13th Street, Patterson, New Jersey, or at such other
place or places either within or without the State of New Jersey, as may from
time to time be selected.
2. The annual meeting of the shareholders, shall be held on the second
Saturday of February in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following at 10:00 o'clock a.m. when they
shall elect a Board of
Directors, and transact such other business as may properly be brought before
the meeting. If the annual meeting shall not be called and held during any
calendar year, any shareholder may call such meeting at any time thereafter.
3. The presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast on the particular matter shall constitute a quorum for the purpose of
considering such matter, and, unless otherwise provided by statute, the acts, at
a duly organized meeting, of the shareholders present, in person or by proxy,
entitled to cast at least a majority of the votes which all shareholders present
are entitled to cast shall be the acts of the shareholders. The shareholders
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. Adjournment, or adjoumments, of any annual or special meeting may
be taken but any meeting at which directors are to be elected shall be adjourned
only from day to day, or for such longer periods not exceeding fifteen days
each, as may be directed by shareholders who are present in person or by proxy
and who are entitled to cast at least a majority of the votes which all such
shareholders would be entitled to cast at an election of directors until such
directors have been elected. If a meeting cannot be organized because a quorum
has not attended, those present may, except as otherwise provided by statute,
adjourn the meeting to such time and place as they may determine, but in the
case of any meeting called for the election of directors, those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.
4. Every shareholder entitled to vote at a meeting of shareholders, or
to express consent or dissent to corporate action in writing without a meeting,
may authorize another person or persons to act for him by proxy. Every proxy
shall be executed in writing by the shareholders, or by his duly authorized
attorney in ( fact, and filed with the Secretary of the corporation. A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other agreement or any other provision in the proxy to the contrary, but the
revocation of a proxy shall not be effective until notice thereof has been given
to the Secretary of the corporation. No unrevoked proxy shall be valid after
eleven months from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an interest
be voted on after three years from the date of its execution. A proxy shall not
be revoked by the death or incapacity of the maker unless before the vote is
counted or the authority is exercised, written notice of such death or
incapacity is given to the Secretary of the corporation. A shareholder shall not
sell his vote or execute a proxy to any person for any sum of money or anything
of value. A proxy coupled with an interest shall include an unrevoked proxy in
favor of a creditor of a shareholder and such proxy shall be valid so long as
the debt owed by him to the creditor remains unpaid. Elections for directors
need not be by ballot, except upon demand made by a
shareholder at the election and before the voting begins. Cumulative voting
shall not be allowed. No share shall be voted at any meeting upon which any
installment is due and unpaid.
5. Written notice of the annual meeting shall be given to each
shareholder entitled to vote thereat, at least five (5) days prior to the
meeting.
6. In advance of any meeting of shareholders, the Board of Directors
may appoint judges of election, who need not be shareholders, to act at such
meeting or any adjournment thereof. If judges of election be not so appointed,
the chairman of any such meeting may, and on the request of any shareholder or
his proxy shall, make such appointment at the meeting. The number of judges
shall be one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed. On request of
the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
7. Special meetings of the shareholders may be called at any time by
the President, or the Board of Directors, or shareholders entitled to cast at
least one-fifth of the votes which all shareholders are entitled to cast at the
particular meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the
duty of the Secretary to fix the date of the meeting, to be held not more than
sixty days after the receipt of the request, and to give due notice thereof. If
the Secretary shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do so.
8. Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto, unless all
shareholders entitled to vote are present and ( consent.
9. Written notice of a special meeting of shareholders stating the
time and place and object thereof, shall be given to each shareholder entitled
to vote thereat at least five (5) days before such meeting, unless a greater
period of notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall
make at least five days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, with the address of and the number of shares held by each, which list
shall be subject to inspection by any shareholder, at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this state, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
transfer book, or to vote in person or by
proxy, at any meeting of shareholders.
ARTICLE IV - DIRECTORS
1. The business of this corporation shall be managed by its Board of
Directors, which shall initially be composed of a sole member, but which may be
increased up to eleven members. The directors need not be residents of this
state or shareholders in the corporation. They shall be elected by the
shareholders, at ( the annual meeting of shareholders of the corporation, and
each director shall be elected for the term of one year and until his successor
shall be elected and shall qualify. Whenever there are three or more
shareholders, there must be at least three directors. The number of directors
may be increased or decreased within the limits set forth herein above by
majority vote of the Board of Directors. In the event that a vacancy occurs on
the Board of Directors, the remaining directors may fill that vacancy by
appointing by majority vote a replacement director who shall serve until his
successor is elected and qualified.
2. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles or by these bylaws directed or required to be exercised or done by
the shareholders.
3. The meetings of the Board of Directors may be held at such place
within this state, Qr elsewhere, as a majority of the directors may from time to
time appoint, or as may be designated in the notice calling the meeting.
4. Each newly elected Board may meet at such place and time as shall
be fixed by the shareholders at the meeting at which such directors are elected
and no notice shall be necessary to the newly elected directors in order legally
to constitute the meeting, or they may meet at such place, and time as may be
fixed by the con ent in writing of all directors.
5. Regular meetings of the Board shall be held without notice on the
second Saturday in February of each year at 10:30 a.m. at the registered office
of the corporation, or at such other time and place as shall be determined by
the Board.
6. Special meetings of the Board may be called by the President on
five days notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the directors in
office.
7. A majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business, and the Acts of a majority
of the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. Any action which may be taken at a meeting of
the directors may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
directors and shall be filed with the Secretary of the corporation.
8. Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance
at each regular or special meeting of the Board PROVIDED, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity a~d receiving compensation theref or.
ARTICLE V - OFFICERS
1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer The Board of
Directors may also choose a Vice President and such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
have such authority and shall perform such duties as from time to time shall be
prescribed by the Board. Any number of offices may be held by the same person.
It shall not be necessary for the officers to be directors.
2. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
3. The officers of the corporation shall hold office for one year and
until their-successors are chosen and have qualified. Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board oi
Directors whenever in its judgment the best interests of the corporation will be
served thereby.
4. The President shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and directors;
he shall have general and active management of the business of the corporation,
shall see that all orders and
resolutions of the Board are carried into effect, subject, however, to the right
of the directors to delegate any specific powers, except such as may be by
statute exclusively conferred on the President, to any other officer or officers
of the corporation. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a
member of all committees, and shall have the
general powers and duties of supervision and management usually ( vested in
the office of President of a corporation.
5. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders and act as clerk thereof, and record all the votes
of the corporation and the minutes of all its transactions in a book to be kept
for that purpose; and shall perform like duties for all committees of the Board
of Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in a separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper
vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
ARTICLE VI VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant
for any reason, the Board of Directors may choose a successor or successors, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
2. Vacancies in the Board of Directors, including vacancies resulting
from an increase in the number of directors, shall be filled by a majority of
the remaining members of the Board though less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for that purpose and held prior thereto.
ARTICLE VII CORPORATE RECORDS
1 There shall be kept at the registered office or principal place of
business of the corporation an, original or duplicate record of the proceedings
of the shareholders and of the directors, and the original or a copy of its
ByLaws, including all amendments or alterations thereto to date, certified by
the Secretary of the corporation. An original or duplicate share register shall
also be kept at the registered office or principal
place of business or at the office of a transfer agent or registrar, giving the
names of the shareholders, their respective addresses and the number and classes
of shares held by each.
2. Every shareholder shall, upon written demand under oath stating the
purpose thereof, have a right to examine, in person or by agent or attorney,
during the usual hours for business for any proper purpose, the share register,
books or records of account, and records of the proceedings of the shareholders
and directors, and make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a shareholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the shareholder. The demand under oath shall be directed
to the corporation at or at its principal place of business.
ARTICLE VIII - SHARE CERTIFICATES, DIVIDENDS, ETC.
1. The share certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the President
and Secretary.
2. Transfers of shares shall be made on the books of the corporation
upon surrender of the certificates therefor, endorsed by the person named in the
certificate or by attorney, lawfully constituted in writing. No transfer shall
be made which is inconsistent with law.
3. The Board of Directors may fix a time, not more than fifty days,
prior to the date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such meeting, or entitled
to receive payment of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion, or exchange of shares. In such case, only such shareholders as shall
be shareholders of record on the date so fixed shall be entitled to notice of,
or to vote at, such meeting or to receive payment of such dividend, or to
receive such allotment of rights, or, to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed as aforesaid. The Board of Directors may close the
books of the corporation against transfers of shares during the whole or any
part of such period, and in such case, written or printed notice thereof shall
be mailed at least ten days before the closing thereof to each shareholder of
record at the address appearing on the records of the corporation or supplied by
him to the corporation for the purpose of notice. While the stock transfer books
of the corporation are closed, no transfer of shares shall be made thereon. If
no record date is fixed for the determination of shareholders entitled to
receive notice of, or vote at, a shareholders' meeting, transferees of shares
which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.
4. In the event that a share certificate shall be lost, destroyed or
mutilated, a new certificate may be issued theref or upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
5. The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to such extent as
they deem advisable, in the manner and upon the terms and conditions provided by
statute and the Articles of Incorporation.
6. Before payment of any dividend there may be set aside out of the
net profits of the corporation 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 any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers as the Board of Directors may from time to
time designate.
2. The fiscal year shall begin in the first day of January
each year.
3. Whenever written notice is required to be given to any person, it
may be given to such person, either personally or~y sending a copy thereof
through the mail, or by telegram, charges prepaid, to his address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice. If the notice is sent by mail or by telegraph, it shall be
deemed to have been given to the person entitled thereto when deposited in the
United States mail or with a telegraph office for transmission to such person.
Such notice shall specify the place, day and hour of the meeting and, in the
case of a special meeting of shareholders, the general nature of the business,
to be transacted.
4. Whenever any written notice is required by statute, or by the
Articles or By-Laws of this corporation, 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. Except
in the case of a special meeting of shareholders, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
5. One or more directors or shareholders may participate in
a meeting of the Board, of a Committee of the Board or of the shareholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
6. Except as otherwise provided in the Articles or Bylaws of this
corporation, any action which may be taken at a meeting of the shareholders or
of a class of shareholders may be taken without a meeting, if a consent or
consents in writing, setting ( forth the action so taken, shall be signed by all
of the shareholders who would be entitled to vote at a meeting for such purpose
and shall be filed with the Secretary of the corporation.
7. Any payments made to an officer or employee of the corporation such
as a salary, commission, bonus, interest, rent, travel or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer or
employee to the corporation to the full extent of such disallowance. It shall be
the duty of the directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer or employee, subject to the
determination of the directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the corporation has been
recovered.
ARTICLE X ANNUAL STATEMENT
1. The President and Board of Directors shall present at each annual
meriting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Detectors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI AMENDMENTS
1. These By-Laws may be amended or repealed by the vote of the directors
entitled to cast at least a majority of the votes which all directors are
entitled to cast thereon1 at any regular or special meeting of the directors,
duly convened after notice to the directors of that purpose.