BYLAWS
OF
HIPSTYLE.COM, INC.
ARTICLE I. DIRECTORS
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Section 1. Function All corporate powers shall be
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exercised by or under the authority of the Board of Directors. The business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. Directors must be natural persons who are at least 18 years of age
but need not be shareholders of the Corporation. Residents of any state may be
directors.
Section 2. Compensation The shareholders shall have
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authority to fix the compensation of directors. Unless specifically authorized
by a resolution of the shareholders, the directors shall serve in such capacity
without compensation.
Section 3. Presumption of Assent A director who is
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present at a meeting of the Board of Directors or a committee 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 he objects at the beginning of the
meeting (or promptly upon arriving) to the holding of the meeting or transacting
the specified business at the meeting, or if the director votes against the
action taken or abstains from voting because of an asserted conflict of
interest.
Section 4. Number. The Corporation shall have at least
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the minimum number of directors required by law. The number of directors may be
increased or decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of
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shareholders, the shareholders shall elect directors to hold office until the
next annual meeting or until their earlier resignation, removal from office or
death. Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Section 6. Vacancies. Any vacancy occurring in the Board
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of Directors, including a vacancy created by an increase in the number of
directors, may be filled by the shareholders or by the affirmative vote of a
majority of the remaining directors through less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold office until the next
election of directors by the shareholders. If there are no remaining directors,
the vacancy shall be filled by the shareholders.
Section 7. Removal of Directors. At a meeting of
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shareholders, any director or the entire Board of Directors may be removed, with
or without cause, provided the notice of the meeting states that one of the
purposes of the meeting is the removal of the director. A director may be
removed only if the number of votes cast to remove him exceeds the number of
votes cast against removal.
Section 8. Quorum and Voting. A majority of the number of
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directors fixed by these Bylaws shall constitute a quorum for the transaction of
business. The act of a majority of directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 9. Executive and Other Committees. The Board of
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Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members one or more committees each of which must
have at least two members. Each committee shall have the authority set forth in
the resolution designating the committee.
Section 10. Place of Meeting. Regular and special
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meetings of the Board of Directors shall be held at the principal place of
business of the Corporation or at another place designated by the person or
persons giving notice or otherwise calling the meeting.
Section 11. Time, Notice and Call of Meetings. Regular
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meetings of the Board of Directors shall be held without notice at the time and
on the date designated by resolution of the Board of Directors. Written notice
of the time, date and place of special meetings of the Board of Directors shall
be given to each director by mail delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting constitutes a waiver of notice of the
meeting and waiver of all objections to the place of the meeting, the time of
the meeting, and the manner in which it has been called or convened, unless a
director objects to the transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors must be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of an adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
Meetings of the Board of Directors may be called \by the President or the
Chairman of the Board of Directors. Members of the Board of Directors and any
committee of the Board may participate in a meeting by telephone conference or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation by these means constitutes
presence in person at a meeting.
Section 12. Action by Written Consent. Any action
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required or permitted to be taken at a meeting of directors may be taken without
a meeting of a consent in writing setting forth the action to be taken and
signed by all of the directors is filed in the minutes of the proceedings of the
Board. The action taken shall be deemed effective when the last director signs
the consent, unless the consent specifies otherwise.
ARTICLE II. MEETINGS OF SHAREHOLDERS
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Section 1. Annual Meetings. The annual meeting of the
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shareholder of the corporation for the election of officers and for such other
business as may properly come before the meeting shall be held at such time and
place as designated by the Board of Directors.
Section 2. Special Meeting. Special meetings of the
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shareholders shall be held when directed by the President or when requested in
writing by shareholders holding at least 10% of the Corporation's stock having
the right and entitled to vote at such meeting. A meeting requested by
shareholders shall be called by the President for a date not less than 10 nor
more than 60 days after the request is made. Only business within the purposes
described in the meeting notice may be conducted at a special shareholder
meeting.
Section 3. Place. Meetings of the shareholders will be
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held at the principal place of business of the Corporation or at such other
place as is designated by the Board of Directors.
Section 4. Notice. A written notice of each meeting of
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shareholders shall be mailed to each shareholder having the right and entitled
to vote at the meeting at the address as it appears on the records of the
Corporation. The meeting notice shall be mailed not less than 10 nor more than
60 days before the date set for the meeting. The record date for determining
shareholders entitled to vote at the meeting will be the close of business on
the day before the notice is sent. The notice shall state the time and place the
meeting is to be held. A notice of a special meeting shall also state the
purpose of the meeting. A Notice of meeting shall be sufficient for that meeting
and any adjournment of it. If a shareholder transfers any shares after the
notice is sent, it shall not be necessary to notify the transferee. All
shareholders may waive notice of a meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares
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entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. Any number of shareholders, even of less than a
quorum, may be adjourn the meeting without further notice until a quorum is
obtained.
Section 6. Shareholder Voting. If a quorum is present,
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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.
Each outstanding share shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders. An alphabetical list of all shareholders
who are entitled to notice of a shareholder' meeting along with their addresses
and the number of shares held by each shall be produced at a shareholder'
meeting upon the request of any shareholder.
Section 7. Proxies. A shareholder entitled to vote at any
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meeting of shareholder or any adjournment thereof may vote in person or by proxy
executed in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.
Section 8. Validation. If shareholders who hold a
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majority of the voting stock entitled to vote at a meeting are present at the
meeting, and sign a written consent to the meeting on the record, the acts of
the meeting shall be valid, even if the meeting was not legally called and
noticed.
Section. 9. Conduct of Business By Written Consent. Any
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action of the shareholders may be taken without a meeting of written consents,
setting forth the action taken, are signed by at least a majority of shares
entitled to vote and are delivered to the officer or agent of the Corporation
having custody of the Corporation's records within 60 days after the date that
the earliest written consent was delivered. Within 10 days after obtaining an
authorization of an action by written consent, notice shall be given to those
shareholder who have not consented in writing or who are not entitled to vote on
the action. The notice shall fairly summarize the material features of the
authorized action. If the action created dissenters' rights, the notice shall
contain a clear statements of the right of dissenting shareholders to be paid
the fair value of their shares upon compliance with and as provided for by the
state law governing corporations.
ARTICLE III. OFFICERS
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Section 1. Officers; Election; Resignation; Vacancies.
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The Corporation shall have the officers and assistant officers that the Board of
Directors appoint from time to time. Except as otherwise provided in an
employment agreement which the Corporation has with an officer, each officer
shall serve until a successor is chosen by the directors at a regular or special
meeting of the directors or until removed. Officers and agents shall be chosen,
serve for the terms, and have the duties determined by the directors. A person
may hold two or more offices.
Any officer may resign at any time upon written notice to the Corporation.
The resignation shall be effective upon receipt, unless the notice specifies a
later date. If the resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date provided the successor officer does not take
office until the future effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term bu the Board of Directors at any regular or
special meeting.
Section 2. Powers and Duties of Officers. The officers of
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the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed by the Board of Directors and, tot he extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors.
Section 3. Removal of Officers. An officer or agent or
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member of a committee elected or appointed by the Board of Directors may be
removed by the Board with or without cause whenever in its judgment the best
interests of the Corporation will be services thereby, but such removal shall be
without prejudice tot he contract rights, if any, of the person so removed.
Election or appointment of an officer, agent or member of a committee shall not
of itself create contract rights. Any officer, if appointed by another officer,
may be removed by that officer.
Section 4. Salaries. The Board of Directors may cause the
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Corporation to enter into employment agreements with any officer of the
Corporation. Unless provided for in an employment agreement between the
Corporation and an officer, all officers of the Corporation serve in their
capacities without compensation.
Section 5. Bank Accounts. The Corporation shall have
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accounts with financial institutions as determined by the
Board of Directors.
ARTICLE IV. DISTRIBUTIONS
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The Board of Directors may, from time to time, declare distribution to its
shareholders in cash, property, or its own shares, unless the distribution would
cause (i) the Corporation to be unable to pay its debts as they become due in
the usual course of business, or (ii) the Corporation's assets to be less than
its liabilities plus the amount necessary, if the Corporation were dissolved at
the time of the distribution, to satisfy the preferential rights of shareholder
whose rights are superior to those receiving the distribution. The shareholders
and the Corporation may enter into an agreement requiring the distribution of
corporation profits, subject to the provisions of law.
ARTICLE V. CORPORATE RECORDS
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Section 1. Corporate Records. The Corporation shall
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maintain its records in written form or in another form capable of conversion
into written form within a reasonable time. The Corporation shall keep as
permanent records minutes of all meetings of its Shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors on behalf of the Corporation. The Corporation shall
maintain accurate accounting records and a record of its shareholders in a form
that permits preparation of a list of the names and addresses of all
shareholders in alphabetical order by class of shares showing he number and
series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles of
incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders,
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years.; a list-.of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section 2. Shareholders' Inspection Rights. A shareholder
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is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the Corporation, any books and records of the Corporation.
The shareholder must give the Corporation written notice of this demand at least
five business, days before the date on which he wishes to inspect and copy the
record(s). The demand must be made in good faith and for a proper purpose. The
shareholder must describe with reasonable particularity the purpose and the
records he desires to inspect, and the records must be directly connected with
this purpose. This Section does not affect the right of a shareholder to inspect
and copy the shareholders, list described in this Article if the shareholder is
in litigation with the Corporation. In such a case, the shareholder shall have
the same rights, as any other litigant to compel the production of corporate
records for examination.
The Corporation may deny any demand for inspection if the demand was made for an
improper purpose, or if the demanding shareholder has within the two years
preceding his demand, sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, has aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders.
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Unless modified by resolution of the shareholders within 120 days after the
close of each fiscal year, the Corporation shall furnish its shareholders with
annual financial statements which may be consolidated or combined statements of
the Corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flows for that year. if financial
statements are prepared for the Corporation on the basis of generally accepted
accounting principles, the annual financial statements must also be prepared on
that basis.
If the annual financial statements are reported upon by a public accountant, his
report must accompany them. If not, the statements must be accompanied by a
statement of the President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation and describing any respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year. The Corporation shall mail the
annual financial statements to each shareholder within 120 days after the close
of each fiscal year or within such additional time thereafter as is reasonably
necessary to enable the Corporation to prepare its financial statements.
Thereafter, on written request from a shareholder who was not mailed the
statements, the Corporation shall mail him the latest annual financial
statements.
Section 4. Other Reports to Shareholders. If the
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Corporation indemnities or advances expenses to any director, officer, employee
or agent otherwise than by court order or action by the shareholders or by an
insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next annual shareholders' meeting,
or prior to the meeting if the indemnification or advance occurs after the
giving of the notice but prior to the time the annual meeting is held. This
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.
If the Corporation issues or authorizes th; issuance of shares for promises to
render services in the future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders,
meeting.
ARTICLE VI. STOCK CERTIFICATES
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Section 1. Issuance. The Board of Directors may authorize
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the issuance of some or all of the shares of any or all of its classes or series
without certificates. Each certificate issued shall be signed by the President
and the Secretary (or the Treasurer). The rights and obligations of shareholders
are identical whether or not their shares are represented by certificates.
Section 2. Registered Shareholders. No certificate shall be
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issued for any share until the share is fully paid. The Corporation shall be
entitled to treat the holder of record of shares as the holder in fact and,
except as otherwise provided by law, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation
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shall be transferred on its books only after the surrender to the Corporation of
the share certificates duly endorsed by the holder of record or
attorney-in-fact. If the surrendered certificates are canceled, new certificates
shall be issued to the person entitled to them, and the transaction recorded on
the books of the Corporation.
Section - 4. Lost, Stolen or Destroyed Certificates. if a
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shareholder claims to have lost or destroyed a certificate of shares issued by
the Corporation, a new certificate shall be issued upon the delivery to the
Corporation of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed, and, at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity as the Board reasonably
requires.
ARTICLE VII. INDEMNIFICATION
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Section 1. Right to Indemnification. The Corporation hereby
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indemnities each person (including the heirs, executors, administrators, or
estate of such person) who is or was a director or officer of the Corporation to
the fullest extent permitted or authorized by current or future' legislation or
judicial or administrative decision against all fines, liabilities, costs and
expenses, including attorneys' fees, arising out of his or her status as a
director, officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would have the
legal power to indemnify them directly against such liability.
Section 2. Advances Costs, charges and expenses (including
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attorneys' fees) incurred by a person referred to in Section 1 of this Article
in defending a civil or criminal proceeding shall be paid by the Corporation in
advance of the final disposition thereof upon receipt of an undertaking to repay
all amounts advanced if it is ultimately determined that the person is not
entitled to be indemnified by the Corporation as authorized by this Article, and
upon satisfaction of other conditions required by current or future legislation.
Section 3. Savings Clause. If this Article or any portion
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of it is invalidated on any ground by a court of competent jurisdiction, the
Corporation nevertheless indemnities each person described in Section 1 of this
Article to the fullest extent permitted by all portions of this Article that
have not been invalidated and to the fullest extent permitted by law.
ARTICLE VIII. AMENDMENT
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These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by a
majority vote of the directors or by a vote of the shareholders holding a
majority of the shares.
I certify that these are the Bylaws adopted by the Board of Directors of the
Corporation.