BY-LAWS
OF
POSITIVE ID WHOLESALE INC.
ARTICLE I - STOCKHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for
the election of Directors and for the transaction of such other business as may
properly come before the meeting, shall be held at such place and time as the
Board of Directors shall each year fix.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the Board of Directors or the President and must be called by the
President upon written request of the holders of not less than a majority of all
the shares of stock entitled to vote. Special meetings called by the Directors
shall be held at a time and place to be designated by such Directors. All other
special meetings of the stockholders shall be held at a time and place to be
designated by the President of the Corporation.
SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, personally or by mail,
not less than ten nor more than sixty days before the date on which the meeting
is to be held, to each stockholder who does not waive such notice in writing and
who is entitled to vote at such meeting, except as otherwise required by law.
SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a
majority of all of the shares of stock entitled to vote at the meeting, present
in person or by proxy,
shall constitute a quorum for all purposes, unless or except to the extent that
the presence of a larger number may be required by law or by the Certificate of
Incorporation.
SECTION 5. ADJOURNED MEETINGS. If a quorum shall fail to attend any
meeting, the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date, and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty days or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given as provided in the
foregoing paragraph.
SECTION 6. ORGANIZATION. The Chairman of the Board or in the absence of
such officer, the highest ranking officer of the Corporation who is present
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation, the secretary of
the meeting shall be such person as the chairman appoints.
SECTION 7. VOTING. Each stockholder shall have one vote for every share
of stock entitled to vote which is registered in his name on the record date for
the meeting and may vote in person or by proxy authorized by an instrument in
writing filed in accordance with the procedure established for the meeting. All
voting may be by a voice vote.
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SECTION 8. STOCK LIST. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.
SECTION 9. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting by a
consent in writing, setting forth such action, signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt written notice of such action taken
without a meeting shall be given to each stockholder who has not consented in
writing to such action.
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ARTICLE II - BOARD OF DIRECTORS
SECTION 1. NUMBER. The number of Directors of the Corporation shall
be such number as is fixed from time to time by the Board of Directors by vote
of a majority of the entire Board. The "entire Board" means the total number of
Directors the Corporation would have if there were no vacancies. Until further
action by the Board of Directors, the number of Directors shall be one (1).
SECTION 2. ELECTION. The Directors shall be chosen at the annual
stockholders' meeting by a plurality of the votes cast, and each of such
Directors shall serve until the next annual meeting of stockholders and until
such Director's successor has been elected and qualified. Any vacancy occurring
in the Board of Directors by reason of death, resignation, removal (with or
without cause) or disqualification of a Director or increase in the number of
Directors, or for any other reason, shall be filled by a majority of the
Directors remaining: and such Director shall serve until the next annual meeting
of stockholders and until such Director's successor is elected. A Director need
not he a stockholder.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall he held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all Directors. A notice of each regular meeting shall not be
required.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors will he held upon the call of the President or the Secretary; and such
call shall be issued whenever requested in writing by any two Directors. Notice
of meetings shall be by telegram or by
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any written communication, but no notice shall be required in the case of any
Director who waives the same. If such notice is served personally or by
telegram, it must be so served not less than two days prior to the meeting; and,
if mailed, it must be mailed not less than five days prior to the meeting.
SECTION 5. QUORUM. At any meeting of the Board of Directors, a majority
of the entire Board shall constitute a quorum for all purposes. If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice or waiver
thereof.
SECTION 6. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board of Directors or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
SECTION 8. COMPENSATION OF DIRECTORS. Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services
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as Directors, including, without limitation, their services as members of
committees of the Directors.
SECTION 9. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the entire Board of Directors, may from
time to time designate committees of the Board of Directors, with such powers
and duties as the Board of Directors shall determine in accordance with law, to
serve at the pleasure of the Board of Directors and shall elect one or more
Directors to serve as members of each such committee. Each committee may
determine the procedural rules for notices and conduct of its meetings.
ARTICLE III - OFFICERS
SECTION 1. GENERALLY. The officers of the Corporation shall consist
of a Chairman of the Board, a President, a Treasurer and a Secretary and such
other officers as may from time to time be determined by the Board of Directors.
Officers shall be elected by the Board of Directors. Each officer shall hold his
office until his successor is elected and qualified or until his earlier
resignation or removal and shall receive compensation as determined by the
Board.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the chief executive officer of the Corporation. The Chairman of the Board shall
supervise and control the business of the Corporation, shall have authority to
fix compensation of all employees of the Corporation other than the officers,
shall be generally in charge of all of the affairs of the Corporation, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
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SECTION 3. PRESIDENT. The President shall be the chief
administrative officer of the Corporation. The President shall assist the
Chairman of the Board in the supervision and control of the business and affairs
of the Corporation and shall perform such other duties as may be properly
required by the Chairman of the Board and the Board of Directors. The President,
during the absence or incapacity of the Chairman of the Board, shall perform the
duties of that office.
SECTION 4. VICE PRESIDENT. The Vice President or, if more than one, the
Vice Presidents in the order determined by the Board of Directors, in the
absence or incapacity of the President, shall perform the duties of that
officer; and shall perform such duties as the Board and the President may from
time to time prescribe.
SECTION 5. TREASURER. The Treasurer shall maintain the financial
records of the Corporation. He shall make such disbursements of the funds of the
Corporation as are proper and shall render from time to time an account of all
such transactions and of the financial condition of the Corporation.
SECTION 6. SECRETARY. The Secretary shall issue authorized notices
for and shall keep minutes of all meetings of the stockholders and the Board of
Directors. He shall have charge of the corporate books.
SECTION 7. DELEGATION OF AUTHORITY. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.
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ARTICLE IV - INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("Proceeding"), 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, officer,
employee or agent of another corporation or of a partnership, trust or other
enterprise, including service with respect to an employee benefit plan, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or hereafter may be amended (but, in the
case of any amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right shall
include the right to be paid by the Corporation expenses incurred in defending
any such Proceeding in advance of its final disposition; provided, however, that
the payment of such expenses incurred by a director or officer in his capacity
as a director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of
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the final disposition of such Proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
1 of this Article IV is not paid in full by the Corporation within 90 days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking has been tendered to the Corporation) that the
claimant has not met the standard of conduct which makes it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant had not met the applicable standard of conduct.
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SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on a
person by Sections 1 and 2 of this Article IV shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any such director, officer, employee or agent
of the Corporation or another corporation, partnership, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE V - STOCK
SECTION 1. CERTIFICATE OF STOCK. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the President
or Vice President, and by the Secretary or the Treasurer certifying the number
of shares owned by him. Any of or all the signatures on the certificate may be
facsimile.
SECTION 2. TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of this Article, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.
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SECTION 3. RECORD DATE. The Board of Directors may fix a record
date, which shall not be more than sixty nor less than ten days before the date
of any meeting of stockholders, nor more than sixty days prior to the time for
the other action hereinafter described, as of which there shall be determined
the stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such requirements as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
ARTICLE VI - MISCELLANEOUS
SECTION 1. CORPORATE SEAL. The Board of Directors may adopt a
corporate seal containing the name of the Corporation, which seal shall be in
the charge of the Secretary.
SECTION 2. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each Director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation, including reports made to the Corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
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SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be
as fixed by the Board of Directors.
ARTICLE VII - AMENDMENTS
SECTION 1. AMENDMENTS. These By-laws may be added to, amended or
repealed by action taken in accordance with these By-Laws by the Board of
Directors or by the stockholders.
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