EXHIBIT 1
AMENDED AND RESTATED BY-LAWS
OF
MASS MEGAWATTS WIND POWER, INC.
Effective as of January 27, 2003
MASS MEGAWATTS WIND POWER, INC.
Table of Contents
ARTICLE I
Stockholders
1. Annual Meetings.
2. Special Meetings.
3. Notice of Meetings.
4. Quorum.
5. Adjournments.
6. Voting and Proxies.
7. Action at Meeting.
8. Action without Meeting.
ARTICLE II
Directors
1. Powers.
2. Election and Qualification.
3. Vacancies.
4. Enlargement of the Board.
5. Tenure and Resignation.
6. Removal.
7. Meetings.
8. Notice of Meetings.
9. Quorum.
10. Action at Meeting.
11. Action by Consent.
12. Committees.
ARTICLE III
Officers
1. Enumeration.
2. Election.
3. Qualification.
4. Tenure and Resignation.
5. Removal.
6. Vacancies.
7. Chairman of the Board.
8. President, Vice President and Vice Presidents.
9. Treasurer and Assistant Treasurers.
10. Clerk and Assistant Clerks.
11. Secretary.
12. Other Powers and Duties.
ARTICLE IV
Capital Stock
1. Certificates of Stock.
2. Transfers.
3. Record Holders.
4. Fractional Shares.
5. Equitable Interests.
6. Record Date.
7. Replacement of Certificates.
8. Issuance of Stock.
ARTICLE V
Miscellaneous Provisions
1. Fiscal Year.
2. Seal.
3. Execution of Instruments.
4. Voting of Securities.
5. Resident Agent.
6. Corporate Records.
7. Evidence of Authority.
8. Articles of Organization.
9. Amendments.
BY-LAWS
OF
MASS MEGAWATTS WIND POWER, INC.
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETINGS. The annual meeting of stockholders shall be held
on the second Tuesday in March (or if that be a legal holiday in the place where
the meeting is to be held, on the next succeeding full business day) at the
principal office of the corporation in Massachusetts at 10:00 a.m., unless a
different hour or place within Massachusetts or, if permitted by the Articles or
Organization, elsewhere in the United States is fixed by the Board of Directors
or the President. If no annual meeting has been held on the date fixed above, a
special meeting in lieu thereof may be held with all the force and effect of an
annual meeting.
2. SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. Special meetings shall be called by
the Clerk, or in the case of the death, absence, incapacity, or refusal of the
Clerk, by any other officer, upon written application of one or more
stockholders who hold at least one tenth part in interest of the capital stock
entitled to vote at such meeting. The call for the meeting may be oral or
written and shall state the place, date, hour and purposes of the meeting. If
the Corporation has a class of voting stock registered under the Securities
Exchange Act of 1934, as amended, special meetings of stockholders may be called
by the President or by the Board of Directors, and upon written application of
one or more stockholders who hold at least forty percent of the capital stock
entitled to vote at a meeting, shall be called by the Clerk, or in the case of
the death, absence, incapacity or refusal of the Clerk, by another officer of
the Corporation.
3. NOTICE OF MEETINGS. A written notice of the place, date and hour of
all meetings of stockholders stating the purposes of the meeting shall be given
by the Clerk or an Assistant Clerk (or other person authorized by these By-laws
or by-law) at least seven days before the meeting to each stockholder entitled
to vote thereat and to each stockholder who, under the Articles of Organization
or under these By-laws, is entitled to such notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing it, postage,
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Notice need not be given to a stockholder if a
written waiver of notice, executed before or after the meeting by such
stockholder or his attorney thereunto authorized, is filed with the records of
the meeting.
4. QUORUM. Unless the Articles of Organization otherwise provide, the
holders of a majority of all stock issued, outstanding and entitled to vote at a
meeting shall constitute a quorum, but if a quorum is not present, a lesser
number may adjourn the meeting from time to time and the meeting may be held as
adjourned without further notice.
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5. ADJOURNMENTS. Any meeting of the stockholders may be adjourned
to any other time and to any other place at which a meeting of stockholders may
be held under these By-laws by the stockholders present or represented at the
meeting, although less than a quorum, or by any officer entitled to preside or
to act as clerk of such meeting if no stockholder is present. It shall not be
necessary to notify any stockholder of any adjournment. Any business which could
have been transacted at any meeting of the stockholders as originally called may
be transacted at any adjournment thereof.
6. VOTING AND PROXIES. Stockholders shall have one vote for each share
of stock entitled to vote held by them of record according to the records of the
corporation and proportionate vote for a fractional share so held by them,
unless otherwise provided by law or by the Articles of Organization.
Stockholders may vote either in person or by written proxy dated not more than
six months before the meeting named therein. Proxies shall be filed with the
Clerk of the meeting, or any adjournment thereof, before being voted. Except as
otherwise limited therein, proxies shall entitle the persons authorized thereby
to vote at any adjournment of such meeting but shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to exercise of the proxy the corporation receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.
7. ACTION AT MEETING. When a quorum is present, any matter before the
meeting shall be decided by vote of the holders of a majority of the shares of
stock present or represented and voting on such matter, except where a larger
vote is required by law, by the Articles of Organization or by these By-laws.
Any election by stockholders shall be determined by a plurality of the votes
cast, except where a larger vote is required by law, by the Articles of
Organization or by these By-laws. No ballot shall be required for any election
unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election. The corporation shall not directly or
indirectly vote any share of its own stock. Nothing in the previous sentence
shall be construed to limit the right of the corporation to vote shares of stock
held by it in a fiduciary capacity.
8. ACTION WITHOUT MEETING. Any action to be taken by stockholders may
be taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
ARTICLE II
DIRECTORS
1. POWERS. The business of the corporation shall be managed by a Board
of Directors who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2. ELECTION AND QUALIFICATION. A Board of Directors of such number,
not less than three, as shall be fixed by the stockholders, shall be elected by
the stockholders at the annual meeting. If, however, there shall be only two
stockholders, the number of Directors shall not be less than two; and, whenever
there shall be one stockholder, the number of Directors shall be not less than
one.
3. VACANCIES. Any vacancy in the Board of Directors may be filled by
the stockholders, or in the absence of stockholder action, by the Board of
Directors.
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4. ENLARGEMENT OF THE BOARD. The number of members of the Board of
Directors may be increased and additional Directors elected at any meeting of
the stockholders.
5. TENURE AND RESIGNATION. Except as otherwise provided by law, by the
Articles of Organization or by these By-laws, Directors shall hold office until
the next annual meeting of stockholders and until their successors are chosen
and qualified. Any Director may resign by delivering his written resignation to
the corporation at its principal office or to the President, Clerk or Assistant
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.
6. REMOVAL. A Director may be removed from office (a) with or without
cause by vote of the holders of a majority of the shares of stock entitled to
vote in the election of Directors, or (b) for cause by vote of a majority of the
entire number of Directors then in office. A Director may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him.
7. MEETINGS. Regular meetings of the Board of Directors may be held
without call or notice at such time, date and place as the Board of Directors
may from time to time determine. A regular meeting of the Board of Directors
may be held without call or notice at the same place as the annual meeting of
stockholders, or the special meeting held in lieu thereof, following such
meeting of stockholders. Special meetings of the Board of Directors may be
called, orally or in writing, by the Chairman of the Board, the President,
Treasurer or two or more Directors (or by one Director in the event that there
is only a single Director in office), designating the time, date and place
thereof.
8. NOTICE OF MEETINGS. Notice of the time, date and place of all
special meetings of the Board of Directors shall be given to each Director by
the Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or
in the case of the death, absence, incapacity or refusal of such person, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram, telex, facsimile, email
or other electronic communication sent to his business or home address at least
forty-eight hours in advance of the meeting, or by written notice mailed to his
business or home address at least forty-eight hours in advance of the meeting.
However, notice shall be given at least seven days prior to a meeting in which
an amendment of the By-laws is proposed. Notice need not be given to any
Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting, except for proposals
to amend By-laws.
9. QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time, and the meeting may be held as adjourned
without further notice, provided, however, that absent Directors are given
reasonable notification, either orally or in writing, of the time, date and
place to which said adjournment is made.
10. ACTION AT MEETING. At any meeting of the Board of Directors at
which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless a larger number is required
by the law, by the Articles of Organization or by these By-laws.
11. ACTION BY CONSENT. Any action by the Board of Directors may be
taken without a meeting if a written consent thereto is signed by all of the
Directors and filed with the records of the meetings of the Board of Directors.
Such consent shall be treated as a vote of the Board of Directors for all
purposes.
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12. COMMITTEES. The Board of Directors, by a vote of a majority of the
Directors then in office, may elect from its number an Executive Committee or
other committees and may delegate thereto some or all of its powers except those
which by law, by the Articles of Organization, or by these By-laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as in provided by the By-laws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect.
ARTICLE III
OFFICERS
1. ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers, including, but not
limited to a Chairman of the Board, Vice Chairmen of the Board, Vice Presidents,
Assistant Vice Presidents, Assistant Treasurers, Assistant Clerks or a
Secretary, as the Board of Directors may determine.
2. ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Board of Directors
at such meeting or at any other meeting.
3. QUALIFICATION. No officer need be a stockholder or Director. Any
two or more offices may be held by any person. The Clerk shall be a resident of
Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Board of
Directors to give bond for the faithful performance of his duties in such amount
and with such sureties as the Board of Directors may determine.
4. TENURE AND RESIGNATION. Except as otherwise provided by law, by the
Articles of Organization or by these By-laws, the President, Treasurer and Clerk
shall hold office until the next annual meeting of the Board of Directors and
until their respective successors are chosen and qualified; and all other
officers shall hold office until the next annual meeting of the Directors and
until their successors are chosen and qualified, or for such shorter term as the
Board of Directors may fix at the time such officers are chosen. Any officer
may resign by delivering his written resignation to the corporation at its
principal office or to the President, Clerk or Secretary, and such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.
5. REMOVAL. The Board of Directors may remove any officer with or
without cause by vote of a majority of the entire number of Directors then in
office.
6. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.
7. CHAIRMAN OF THE BOARD. If the Board of Directors appoints a
Chairman of the Board, he shall, when present, preside at all meetings of the
Board of Directors and shall have such other powers and duties as are usually
vested in the office of Chairman of the Board or as may be vested in him by the
Board of Directors.
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8. PRESIDENT, VICE PRESIDENT AND VICE PRESIDENTS. The President shall
be the chief executive officer of the corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of its
business. Unless otherwise provided by the Board of Directors, he shall
preside, when present, at all meetings of stockholders and of the Board of
Directors (except as provided in Section 7 of this Article III). The President
shall perform such duties and have such powers additional to the foregoing as
the Board may designate.
In the absence or disability of the President, his powers and duties
shall be performed by the Vice President, if only one, or, if more than one, by
the Vice President designated for the purpose by the Board of Directors. Any
Vice President shall have such other powers and shall perform such other duties
as the Board of Directors may from time to time designate.
Any Assistant Vice President shall have such powers and perform such
duties as the Board of Directors may from time to time designate.
9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to
the direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept full and accurate books of
account. He shall have custody of all funds, securities and valuable documents
of the corporation, except as the Board of Directors may otherwise provide, and
shall promptly render to the President and to the Board of Directors such
statements of his transactions and accounts as the President and the Board of
Directors respectively may from time to time require.
Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors may from time to time designate.
10. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record of the
meetings of stockholders. In case a Secretary is not elected or is absent, the
Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of the stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.
Unless a Transfer Agent is appointed, the Clerk shall keep or cause to
be kept in Massachusetts, at the principal office of the corporation or at his
office or at the office of the Resident Agent, if any, of the Corporation, the
stock and transfer records of the corporation, in which are contained the names
of all stockholders, the record addresses, and the amount of stock held by each.
Any Assistant Clerk shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
11. SECRETARY. The Secretary, if one be elected, shall keep a record
of the meetings of the Board of Directors. In the absence of the Secretary, the
Clerk or any Assistant Clerk, a Temporary Secretary shall be designated by the
person presiding at such meeting to perform the duties of the Secretary.
12. OTHER POWERS AND DUTIES. Subject to these By-laws, each officer of
the corporation shall have, in addition to the duties and powers specifically
set forth in these By-laws, such duties and powers as are customarily incident
to his office, and such duties and powers as may be designated from time to time
by the Board of Directors.
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ARTICLE IV
CAPITAL STOCK
1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate or certificates in such form as the Board of Directors may from time
to time prescribe, stating the number of shares and the class thereof held by
him, and the designation of the series thereof, if any. Such certificate or
certificates shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the
certificate is signed by a transfer agent, or by a registrar, other than a
Director, officer or employee of the corporation. In case any officer who has
signed or whose facsimile signature has been placed on such certificate or
certificates shall have ceased to be such officer before such certificate or
certificates are issued, they may be issued by the corporation with the same
effect as if such officer had not ceased to be such at the time of their issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-laws,
or any agreement to which the corporation is a party, shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications, and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications, and rights and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.
2. TRANSFERS. Subject to the restrictions, if any, noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with transfer stamps (if necessary) affixed, and
with such proof of the authenticity of signature as the corporation or its
transfer agent may reasonably require.
3. RECORD HOLDERS. Except as may be otherwise required by law, by the
Articles of Organization or by these By-laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-laws.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
4. FRACTIONAL SHARES. Fractional shares of stock of any class may be
issued. Fractional shares shall entitle the holder thereof to the voting and
dividend rights and the right to participate in assets upon liquidation, and
shall have and be subject to the preferences, qualifications, restrictions and
special and relative rights of the class of stock or series in which issued. In
lieu of fractional shares, the corporation may issue scrip in registered or
bearer form entitling the holder thereof to receive a certificate for a full
share upon the surrender of scrip aggregating a full share. Any scrip issued by
the corporation may be issued upon such terms and conditions and in such manner
as the Directors shall fix.
5. EQUITABLE INTERESTS. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person except as may be
otherwise expressly provided by law.
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6. RECORD DATE. The Board of Directors may fix in advance a time of
not more than sixty days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, or
the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case, only stockholders of record on such record
date shall have such right, notwithstanding any transfer of stock on the books
of the corporation after the record date. Without fixing such record date, the
Board of Directors may for any of such purposes close the transfer books for all
or any part of such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors acts with respect to such purpose.
7. REPLACEMENT OF CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.
8. ISSUANCE OF STOCK. Unless otherwise voted by the stockholders, the
whole or any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of the capital stock of the corporation
held in its treasury may be issued or disposed of by vote of the Board of
Directors, in such manner, for such consideration and on such terms as the
Directors may determine. If such stock has a par value, it shall not be issued
for cash, property, services or expenses worth less than the par value.
ARTICLE V
MISCELLANEOUS PROVISIONS
1. FISCAL YEAR. Except as otherwise determined by the Board of
Directors, the fiscal year of the corporation shall be twelve months ending on
December 31.
2. SEAL. The seal of the corporation shall, subject to alteration by
the Board of Directors, consist of a circular die bearing the word
"Massachusetts", the name of the corporation, and the year of its organization
cut or engraved thereon.
3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other instruments for the payment of money
drawn or endorsed in the name of the corporation, authorized to be executed by
an officer of the corporation in its behalf, shall be signed by the President or
the Treasurer, except as the Board of Directors may generally or in particular
cases otherwise determine.
4. VOTING OF SECURITIES. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of and act on behalf of
this corporation at, or appoint another person or persons to act as proxy or
attorney-in-fact for this corporation with or without discretionary power and/or
power of substitution at, any meeting of stockholders or shareholders of any
other corporation or organization, any of whose securities are held by this
corporation.
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5. RESIDENT AGENT. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
corporation. Said resident agent shall be either an individual who is a
resident of and has a business address in Massachusetts, a corporation organized
under the laws of Massachusetts or a corporation, organized under the laws of
any other state of the United States, which has qualified to do business in and
has an office in Massachusetts.
6. CORPORATE RECORDS. The original, or attested copies, of the
Articles of Organization, By-laws and records of all meetings of the
incorporators and stockholders, and the stock and stockholders and the record
address and the amount of stock held by each, shall be kept in Massachusetts at
the principal office of the corporation, or at an office of its transfer agent,
Clerk, General Counsel or resident agent, and shall be open at all reasonable
times to the inspection of any stockholder for any proper purpose, but not to
secure a list of stockholders for the purpose of selling said list or copies
thereof or of using the same for a purpose other than in the interest of the
applicant, as stockholder, relative to the affairs of the corporation.
7. EVIDENCE OF AUTHORITY. A certificate by the Clerk, Secretary, or an
Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Board of Directors,
Executive Committee, or any officer or representative of the corporation shall
as to all persons who rely thereon in good faith be conclusive evidence of such
action.
8. ARTICLES OF ORGANIZATION. All references in these By-laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.
9. AMENDMENTS. These By-laws may be amended or repealed by a vote of
the holders of at least a majority of the stock of the corporation at the time
outstanding and entitled to vote at any annual or special meeting.
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