BY-LAWS
OF
MILLENNIUM GROUP HOLDINGS, INC.
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as:
MILLENNIUM GROUP HOLDINGS, INC.
ARTICLE II
Offices
Section 1: The principle office of the corporation in Delaware will be located
at the office of its Resident Agent at 1220 N. Market St., Suite 606,
Wilmington, DE 19801. The corporation may maintain such other offices as the
Board of Directors may designate within the United States, Europe or Asia, but
is not limited thereto.
ARTICLE III
Stockholders
Section 1: The annual meeting of the stockholders shall be held in March of each
year, at a date and time to be specified by the Board of Directors. Said meeting
shall be for the purpose of electing directors for the ensuing year and for the
transaction of such other business as may come before the meeting. If election
of directors shall not be held on the day designated for the annual meeting of
the stockholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the stockholders as soon
thereafter as possible.
Section 2: Special meetings of stockholders, for any purpose or purposes, unless
otherwise prescribed by Status, may be called by the President or by the Board
of Directors and shall be called by the President at the request of the holders
of not less than one-tenth of all the outstanding shares of the corporation
entitled to vote at the meeting.
Section 3: The Board of Directors may designate any place within or without the
State of Nevada as the site for any annual or special stockholders meeting. A
waiver of notice signed by all stockholders meeting. A waiver of notice signed
by all stockholders entitled to vote at a meeting may designate any place,
either within or without the State of Nevada, as the site for any meeting
hereinabove authorized. If no designation is made, the place of the meeting
shall be at the principal office of the corporation in the State of Nevada.
Section 4: Written or printed notice stating the size, date and time of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by the
mail, by or at the direction and over the signature of the President, or the
Secretary, or the officer or person calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section 5: For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall be
closed for a stated period, not to exceed twenty (20) days. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than fifteen days prior to the date on which the
particular action requiring such determination of stockholders to be taken. If
the stock transfer books are not closed and no record dates fixed for the
determination of stockholders entitled to notice of or to vote, or entitled to
receive payment of a dividend, the date on which notice of a meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in thereof, except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.
Section 6: The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of shares held by, each, which list, for a period of
ten (10) prior to such meeting, shall be kept on file at the principal office of
the corporation and shall be subject to the inspection of any stockholder during
the meeting.
Section 7: 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 stockholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 8: At all meetings of stockholders, a stockholder may vote by proxy
which shall be executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six (6) months from the date of its execution, unless otherwise provided in the
proxy or coupled with an interest.
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Section 9: Each outstanding share otherwise entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
stockholders. A majority vote of those shares present and voting at a duly
organized meeting shall suffice to defeat or enact any proposal unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
event such greater-than-majority vote shall be required for the action to
constitute the action of the corporation.
Section 10: Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained in
an appropriate order of the Court by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number or outstanding shares
at an given time.
Section 11: An action required to be taken at a meeting of the stockholders, or
an other action which may be taken at a meeting of the stockholders, may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof, unless a greater-than-majority vote would
be required at a duly organized meeting, in which event said greater-than
majority stockholder approval must be obtained. Such consent shall be filed with
the minutes of the meeting.
Section 12: The following order of business shall be observed at all meetings of
the stockholders, so far as practicable:
(a) Calling the roll;
(b) Reading, correcting and approving of minutes or previous
meetings;
(c) Reports of Officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
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ARTICLE IV
Board of Directors
Section 1: The business and affairs of the corporation shall be managed by its
Board of Directors.
Section 2: As provided in the Articles of Incorporation, the Board of Directors
shall consist of at least three (3) persons, and may b increased by resolution
of the Board of Directors. The directors shall hold office until the next annual
meeting of stockholders and until their successor shall have been elected and
qualified. Directors need not be residents of the State of Nevada or
stockholders of the corporation.
Section 3: Directors shall be elected at an annual or special stockholders'
meeting by secret ballot of those stockholders present and entitled to vote, a
plurality of the vote being cast being required to elect. Each stockholder shall
be entitled to one (1) vote for each share of stock owned. If there is nut one
(1) nominee for any office, it shall be in order to move that the Secretary cast
the elective ballot to elect the nominee.
Section 4: A regular meeting of the Board of Directors shall be held without
notice, other than this By-Law, immediately after, and at the same place as, the
annual meeting of stockholders. The Board of Directors may provide, by
resolution, the day, time and place for the holding of additional regular
meetings without other notice than such resolution. The Secretary of the
corporation shall serve as Secretary for the Board of Directors and shall issue
notices for all meetings as required by the By-Laws; shall keep a record of the
minutes of the proceedings of the meetings of director; and shall perform such
other duties as may be properly required of him/her by the Board of Directors.
Section 5: Special meetings of the Board of Directors may be called by or at the
request of the President or any director. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, within or
without the State of Nevada, as the place for holding any special meeting of the
Board of Directors so called.
Section 6: Notice of any special meeting shall be given at least two (2) days
prior thereto by written notice delivered personally or mailed to each director
at his business address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business to be transacted at such meeting. The purpose of any regular or special
meeting of the Board of Directors need not be specified in the notice or waiver
of such meeting.
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Section 7: A majority of the number of directors established according to
Section 2 of this Article IV shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. Once a quorum has
been established at a duly organized meeting, the Board of Directors may
continue to transact corporate business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.
Section 8: The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
case, such greater-than-majority vote shall be required fir the act to be that
of the Board of Directors.
Section 9: Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason o an increase in the number of directors shall be filled by
election at annual meeting or at a special meeting of the stockholders called
for that purpose.
Section 10: By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefore.
Section 11: A director of the corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall express such dissent by written notice sent by registered mail
to the Secretary of the corporation within one (1) day after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 12: Any section required to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting if a written
consent thereto is signed by all the members of the Board. Such written consent
shall be filed with the minutes of the meetings of the Board of Directors. Any
meeting of the Board of Directors may be held by conference telephone call with
minutes thereof duly prepared and entered into the Minute Book.
ARTICLE V
Officers
Section 1: The officers of the corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Resident Agent, each of whom
shall be elected by the Board of Directors. Other officers and assistant
officers may be authorized and elected or appointed by the Board of Directors.
Any two (2) or more offices may be held by the same person.
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Section 2: The officers of the corporation shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the stockholders. If the election of the officers shall
not be held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall be removed in the manner hereinafter provided. Each officer
shall serve for a term of one (1) year, or until his successor is elected and
qualified.
Section 3: Any officer of agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in is sole 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.
Section 4: A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by majority vote of the Board of
Directors for the unexpired portion of the term of such office.
Section 5: The President shall preside at all meetings of the directors and the
stockholders and shall have general charge and control over the affairs of the
corporation, subject to control b the Board of Directors. The President shall
sign or countersign all certificated, contracts and other instruments of the
corporation as authorized by the Board of Directors an shall perform such other
duties as are incident to his office or are required of him by the Board of
Directors.
Section 6: The Vice-President shall exercise the functions of the President, in
the President's absence, and shall have such powers and duties as may be
assigned to him from time to time by the Board of Directors.
Section 7: The Secretary shall issue notices for all meetings, as required by
the By-Laws; shall keep a record of the minutes of the proceedings of the
meetings of stockholders and directors; shall have charge of the Seal and of the
corporate books; and shall make such reports and perform such other duties as
are incident to his office, or properly required of him by the Board of
Directors.
Section 8: The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation, or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall perform all duties incident to his office or which are properly required
of him by the Board of Directors.
Section 9: The Resident Agent shall be in charge of the corporation's registered
office, upon whom process against the corporation may be served, and shall
perform all duties required of him by statute.
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Section 10: The salaries of all officers shall be fixed by the Board of
Directors, and may be changed from time to time by a majority vote of the Board
of Directors.
ARTICLE VI
Agreements and Finances
Section 1: The Board of Directors may authorize any officer or officers, or
agent of agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2: 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 of Directors. Such authority may be general or confined
to specific instances.
Section 3: 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 duly authorized officer or officers, or agent of agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4: All funds of the corporation not otherwise employee shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLES VII
Certificate of Shares
Section 1: Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except in
case of a lost, destroyed or mutilated certificate, a new one may be issued
therefore upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
Section 2: Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by power of attorney duly executed and
filed with the Secretary of the corporation, and only on full surrender for
cancellation of the certificate for such shares. 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, unless otherwise notified by such person in
writing.
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ARTICLE VIII
Fiscal Year
Section 1: The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
ARTICLE IX
Seal
Section 1: The corporation may or may not have a corporate seal, as may from
time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE X
Amendments
Section 1: These By-Laws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
he stockholders, provided notice of intention to amend shall have been contained
in the notice of the meeting.
Section 2: The Board of Directors, by a majority vote of the entire Board of
Directors, present at any meeting, may amend these By-Laws, including By-Laws
adopted by the stockholders.
ARTICLE XI
Indemnification of Directors and Officers
Section 1: Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a
director or officer if another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless, to the fullest extent legally permissible under the laws of the
State of Nevada, against all expenses, liability and loss, including attorneys
fees, judgments, fines and amounts paid or to be settlement, reasonably incurred
or suffered by him in connection therewith, all pursuant to NFS 78.151. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person.
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Section 2: This indemnification is intended to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada and the corporation
may purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of MILLENNIUM GROUP HOLDINGS, INC. and
that the foregoing By-Laws, consisting of ten (10) pages, constitutes the Code
of MILLENNIUM GROUP HOLDINGS, INC. adopted by the Board of Directors of the
Corporation, effective this 27th day of April, 1992.
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