EXHIBIT NO.
3.2
BYLAWS
58
BYLAWS
OF
SMD Group, Inc.
BYLAWS OF SMD Group Inc.
ARTICLE 1. MEETING
Section 1. Annual Meeting. The annual meeting of the Shareholders of this
Corporation shall be held on May 8th of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter. Section 2.
Special Meetings. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than a majority of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than sixty (60) days after request is made,
unless the Shareholders requesting the meeting designate a later date. The call
for the meeting shall be issued by the Secretary, the President, a majority of
Shareholders, the Board of Directors, or such other person as designated by any
of the same. Section 3. Place. Meetings of Shareholders shall be held at the
principal place of business of the Corporation, the law office representing the
Corporation or at such other place as may be designated by the Board of
Directors.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (1O) nor
more than sixty (60) days before the meeting, either personally or by first
class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting, to each Shareholder of
record entitled to vote at such meeting. If mailed such notice shall be
deemed to be delivered when deposited in the United States mail, prepaid and
addressed to the Shareholder at his address as it appears on the stock
transfer books of the Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the adjourned meeting, any
business may be transacted that might have been transacted on the original date
of the meeting. However, if after the adjournment the Board of Directors fixes a
new record date for the adjournment meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of Shareholders. If a quorum is present, the affirnative 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, unless otherwise provided by law. Section
7. Voting of Shares. Each outstanding share shall be entitled to one vote on
each matter submitted to a vote at a meeting of Shareholders. Section 8.
Proxies. A Shareholder may vote either in person or by proxy executed in writing
by the Shareholder or his duly authorized attorney-in-fact. No proxy shall be
valid eleven (11) months from the date thereof unless otherwise provided in the
proxy. Section 9. Action by Shareholders Without a Meeting. Any action required
by law, these Bylaws, or the Articles of Incorporation of the Corporation to be
taken at any annual or special meeting of Shareholders, or any action which may
be taken at any annual or special meeting of Shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken,
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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, as is provided by law. ARTICLE 11. DIRECTORS Section 1. Function. The
Board of Directors shall exercise its power and authority to manage the business
and affairs of the Corporation. Section 2. Qualification. Directors need not be
residents of this state and Shareholders of this Corporation. Section 3.
Compensation. The Board of Directors shall have authority to fix the
compensation of Directors. Section 4. Presumption of Assent. 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 he votes against such action or abstains from voting in
respect thereto because of an asserted conflict of interest. Section S. Number.
This Corporation shall have Five Director(s). Section 6. Election and Term Each
person named in the Articles of Incorporation as a member of the initial Board
of Directors shall hold office until the First Annual Meeting of Shareholders,
and until his successor shall have been elected and qualified or until his
earlier resignation, removal from office or death. At the First Annual Meeting
of Shareholders and at each annual meeting thereafter, the Shareholders shall
elect Directors to hold office until the next succeeding annual meeting. Each
Director shall hold office for a term for which he is elected and until his
successor shall have been elected and qualified or until his earlier
resignation, removal from office or death. Section 7. Vacancies. Any vacancy
occurring in the Board of Directors, including any vacancy created by reason of
an increase in the number 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 hold office only until the
next election of Directors by the Shareholders. Section 8. Removal of Directors.
At a meeting of Shareholders called expressly for that purpose, any Director or
the entire Board of Directors may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote at an election
of Directors. Section 9. Quorum and Voting. A majority of the number of
Directors fixed by these Bylaws shall constitute a quorum for the transaction of
business. The act of voting by the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. Section 1O.
Executive and Other Committees. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
and executive committee and one or more other committees each of which, to the
extent provided in such resolution such have and may exercise all the authority
of the Board of Directors, except as is provided by law. Section 11. Place of
Meeting. Regular and special meetings of the Board of Directors shall be held at
the principal office of the Corporation. Section 12. Time, Notice and Call of
Meetings. Regular meetings of the Board of Directors shall be held without
notice on May 8th of each year. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each Director by either
personal delivery, telegram or cablegram at least three (3) days before the
meeting or by notice mailed to the Director at least three (3) days before the
meeting.
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Notice of a meeting of the Board of Directors need not be given to any Director
who signs a Waiver of Notice either before or after a meeting. Attendance of a
Director at a meeting shall constitute a Waiver of Notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
Director states, at the beginning of the meeting, any objections to the
transaction of business 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 need be specified in the Notice or
Waiver of Notice of such 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 any such 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 Chairman of the Board, by the President of the Corporation, or by
any two Directors. Members of the Board of Directors may participate in a
meeting of such Board by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action so to be taken,
signed by all
the Directors, or all the members of the committee, as the case may be, is
filed in the Minutes of the proceedings of the Board or of the committee. Such
consent shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall consist of a
President, Vice President, Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other Officers and assistant Officers
and Agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time.
Any two or more offices may be held by the same person.
Section 2. Duties. The Officers of this Corporation shall have the following
duties: (1) The President shall be the chief executive officer of the
Corporation, shall have the general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
(2) The Vice President(s), in the order designated by the Board of Directors, or
lacking such a designation by the President, shall, in the absence of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties as may be prescribed by the Board of Directors or the
President. (3) The Secretary shall have custody of and maintain all of the
corporate records except the financial records and shall, as requested, record
the minutes of all meetings of the Shareholders and Board of Directors, send all
notices of all meetings and perform such other duties as may be prescribed by
the Board of Directors or the President. (4) The Treasurer shall have the
custody of all corporate funds and financial records, shall keep full and
accurate accounts of receipts and disbursements and render accounts thereof at
the annual meetings of 9
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Shareholders, and whenever else required by the Board of Directors or the
President, and shall perform such other duties as may be prescribed by the Board
of Directors or the President. Section 3. Removal of Officers. An officer or
agent elected or appointed by the Board of Directors may be removed by the Board
whenever, in its judgment, the best interests of the Corporation will be served
thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a Certificate representing all shares to which he is entitled.
No Certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this Corporation shall be
signed by the President and the Secretary or an Assistant Secretary and may be
sealed with the Seal of this Corporation or a facsimile thereof. Section 3.
Transfer of Stock. The Corporation shall register a Stock Certificate presented
to it for transfer if the Certificate is properly endorsed by the holder of
record or by his duly authorized attorney. Section 4. Lost, Stolen or Destroyed
Certificates. If the shareholder shall claim to have lost or destroyed a
Certificate of shares issued, upon the making of an affidavit of the 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 in such amount and with such sureties, if any, as the Board may
reasonably require, the Board of Directors may direct a new Certificate or
Certificates to be issued in place of any Certificate or Certificates
theretofore issued by the Corporation. ARTICLE V. BOOKS AND RECORDS Section 1.
Books and Records. This Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its
Shareholders, Board of Directors and committees of Directors. This Corporation
shall keep at its registered office or principal place of business, a record of
its Shareholders, giving the names and addresses of all Shareholders and the
number of shares held by each. Any books, records and minutes may be in written
form or in any other form Capable of being converted into written form within a
reasonable time. Section 2. Shareholders' Inspection Rights. Any person who
shall have been a holder of record of shares, or of voting trust certificates
therefor, at least six (6) months immediately preceding his demand, or the
holder of record of voting trust certificates for at least five percent (5%) of
the outstanding shares of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom. Section 3. Financial Information. Not later than four (4)
months after the close of each fiscal year, this Corporation shall prepare a
balance sheet showing in reasonable detail the financial condition of the
Corporation as of the close of its fiscal year, and a Profit and Loss Statement
showing the results of the operations of the Corporation during its fiscal year.
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Upon the written request of any Shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
shareholder, or holder of voting certificates a copy of the most recent Balance
Sheet and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept in the registered
office of the Corporation in this state for at least five (5) years, and shall
be subject to inspection during business hours by any Shareholder or holder of
voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of the Corporation may from time to time, divide and the
Corporation may pay, dividends on its shares in cash, property or its own
shares, except when the Corporation is involved or when the payment thereof
would render the Corporation insolvent, subject to the provisions of Delaware
statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be in
circular form.
The foregoing Bylaws were adopted by a majority of the Shareholders of the
Corporation at its principal Shareholders meeting held on May 10th, 1998.
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Joel Arbeman
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