EXHIBIT-3.3
BY-LAWS
StarMedia Network, Inc.
ARTICLE I - OFFICES
Section 1. The registered office of the corporation shall be at 1013 Centre
Road, Wilmington, Delaware 19805.
The registered agent in charge thereof shall be Corporation Service Company.
Section 2. The corporation may also have offices iii at such other places
as the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware."
ARTICLE III - STOCKHOLDERS' MEETINGS
Section 1. Meetings of stockholders shall be held at the registered office of
the corporation in this state or at such place, either within or without this
state, as may be selected from time to time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders shall be held
on the 8th of March in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following at ten o'clock A.M., when they shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting. If the annual meeting for election of directors is
not held on the date designated therefor, the directors shall cause the meeting
to be held as soon thereafter as convenient.
Section 3. Election of Directors: Elections of the directors of the corporation
shall be by written ballot.
Section 4. Special Meetings: Special meetings of the stockholders may be called
at any time by (i) the Chairman of the Board, (ii) the President, (iii) any two
directors, (iv) stockholders entitled to cast at least one-fifth of the votes
which all stockholders are entitled to cast at the particular meeting, or (v)
any holder or holders of at least 8,500,000 shares of Convertible
Preferred Stock. At any time, upon written request of any person or persons who
have duly called a special meeting, it shall be the duty of the Secretary to fix
the date of the meeting, to be held not more than sixty days after receipt of
the request, and to give due notice thereof. if the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person or
persons calling the meeting may do so. Business transacted at all special
meetings shall be confined to the objects stated in the call and matters germane
thereto, unless all stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and place
and object thereof, shall be given to each stockholder entitled to vote thereat
at least ten days before such meeting, unless a greater period of notice is
required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding votes of holders of stock in
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 entitled to vote is 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 noticed. 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 6. Proxies: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the Secretary of the
meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, written notice of any meeting shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.
Section 8. Consent in Lieu of Meetings: Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less
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than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 9. List of Stockholders: The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the metropolitan area
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 list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be managed by its
Board of Directors, seven in number; provided, however, that the number of
directors fixed in accordance herewith shall in no event conflict with any of
the terms or provisions of the Convertible Preferred Stock as set forth in the
corporation's Certificate of Incorporation. The directors need not be residents
of this state or stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the corporation, and each
director shall be elected for the term of one year, and until his successor
shall be elected and shall qualify, or until his earlier resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board shall be held without
notice at the registered office of the corporation, or at such other time and
place as shall be determined by the Chairman of the Board.
Section 3. Special Meetings: Special meetings of the Board may be called by the
Chairman of the Board or President on three days' notice to each director,
either personally or by mail or by facsimile or by telegram; special meetings
shall be called by the Chairman of the Board, President or Secretary in like
manner and on like notice on the written request of (i) any two of the directors
in office, or (ii) any holder or holders of at least 8,500,000 shares of
Convertible Preferred Stock.
Section 4. Quorum: A majority of the total number of directors shall constitute
a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: 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 of the members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee. The Board of
Directors may hold its meetings, and have an office or offices, outside of this
state.
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Section 6. Conference Telephone: One or more directors may participate in a
meeting of the Board, or a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.
Section 7. Compensation: Directors as such, shall not receive any stated salary
for their services, but by resolution of the Board, a fixed sum and expenses of
attendance at each regular or special meeting of the Board, PROVIDED, that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 8. Removal: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of shares representing a majority
of the votes then entitled to vote at an election of directors during the annual
meeting or a duly called special meeting called for the purpose of removal of
any director(s) or the entire Board. Removal of any director(s) or the entire
Board may also be conducted through a duly executed consent in lieu of meeting
pursuant to Article III, Section 8 of these By-Laws.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall be chosen by the
directors and shall be a Chairman of the Board, President, Secretary and
Treasurer. The Chairman of the Board may choose one or more Vice Presidents and
such other officers as the Chairman of the Board deems necessary. Any number of
offices may be held by the same person.
Section 2. Salaries: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall hold office for
one year and until their successors are chosen and have qualified. Any officer
or agent elected or appointed by the Board may be removed by the Board of
Directors whenever in its judgment the best interest of the corporation will be
served thereby.
Section 4. Chairman of the Board: The Chairman of the Board shall be the chief
executive officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he shall conduct general and active management of
the business of the corporation, shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the Chairman of the Board, to any other officer or
officers of the corporation. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation. He shall be
EX-OFFICIO a member of all committees, and shall have the general power and
duties of supervision and management usually vested in the office of Chairman of
the Board of a corporation.
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Section 5. President: The President shall conduct general and active management
of the business of the corporation, shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all
committees, and shall have the general power and duties of supervision and
management usually vested in the office of President of a corporation.
Section 6. Secretary: The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and act as clerk thereof, and record all the
votes of the corporation and the minutes of all its transactions in a book to be
kept for that purpose, and shall perform like duties for all committees of the
Board of Directors when required. He shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
Chair-man of the Board, and under whose supervision he shall be. He shall keep
in safe custody the corporate seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it.
Section 7. Treasurer: The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the Chairman
of the Board and directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although not less than a quorum, or by a sole remaining director. If
at any time, by reason of death or resignation or other cause, the corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of
stockholder, may call a special meeting of stockholders in accordance with the
provisions of these By-Laws.
Section 2. Resignations Effective at Future Date: When one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective.
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ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other
corporate books and records including a copy of these By-Laws, as amended, and
to make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in this state or at its principal place of
business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by (i) the
President and (ii) the Secretary and/or Treasurer.
Section 2. Transfers: Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates therefor, endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made which is inconsistent with law.
Section 3. Lost Certificate: The corporation may issue a new certificate of
stock in the place of any certificate theretofore signed by it, alleged to have
been lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 4. Record Date: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or the express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which
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notice is given, or if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the first written consent
is expressed.
(c) The record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and pay dividends upon
the outstanding shares of the corporation from time to time and to such extent
as they deem advisable, in the manner and upon the terms and conditions provided
by applicable statutes and the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there may be set aside out
of the net profits of the corporation such sum or sums as the directors, from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of the corporation
shall be signed by the Chairman of the Board, the President, or such other
officer or officers as the Board of Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of January
of each calendar year.
Section 3. Notice: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a copy
thereof through the mail, by facsimile, or by telegram, charges prepaid, to his
address or facsimile number appearing on the books of the corporation, or
supplied by him to the corporation for the purpose of notice. If the notice is
sent by mail, by facsimile or by telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail,
upon successful transmission of facsimile or with a telegraph office for
transmission to such person. Such notice shall specify the place, day and hour
of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.
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Section 4. Waiver of Notice: Whenever any written notice is required by statute,
or by the Certificate or the By-Laws of this corporation a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Except in the case of a special meeting of stockholders, neither
the business to be transacted at nor the purpose of the meeting need be
specified in the waiver of notice of such meeting. Attendance of a person either
in person or by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.
Section 5. Disallowed Compensation: Any payments made to an officer or employee
of the corporation such as a salary, commission, bonus, interest, rent, travel
or entertainment expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the full extent of
such disallowance. It shall be the duty of the directors, as a Board, to enforce
payment of each such amount disallowed. In lieu of payment by the officer or
employee, subject to the determination of the directors, proportionate amounts
may be withheld from his future compensation payments until the amount owed to
the corporation has been recovered.
Section 6. Resignations: Any director or other officer may resign at anytime,
such resignation to be in writing, and to take effect from the time of its
receipt by the corporation, unless some time be fixed in the resignation and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The Chairman of the Board and Board of Directors shall present at
each annual meeting a full and complete statement of the business and affairs of
the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of stockholders
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast thereon, at any regular or special meeting of the stockholders,
duly convened after notice to the stockholders of that purpose.
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