BYLAWS OF
TELEWRX, INC.
ARTICLE A.
OFFICES
The principal office of the Corporation shall be established
and maintained in the State of Florida. The Corporation may also
have offices at such places within or without the State of Florida
as the board may, from time to time, establish.
ARTICLE B.
SHAREHOLDERS
1. Annual Meeting. The annual meeting of the Shareholders of
this Corporation shall be held annually on a date and a time and
place designated from time to time by the Board of Directors of the
Corporation. Business transacted at the annual meeting shall
include the election of Directors of the Corporation and the
transaction of any other proper business. If the designated day
shall fall on a Sunday or legal holiday, then the meeting shall be
held on the first business day thereafter.
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 ten percent (10%) of all the shares entitled to vote at the
meeting. Such written request must be signed, dated and delivered
to the Secretary of the Corporation. A meeting requested by
Shareholders shall be called for a date not less than ten (10) nor
more than sixty (60) days after the request is made unless the
Shareholders requesting the meeting designate a later date. The
call for the Special Meeting shall be issued by the Secretary,
unless the President, Board of Directors, or Shareholders requesting
the Special Meeting shall designate another person to do so. Such a
request for a Special Meeting shall state the purpose of the
proposed Special Meeting. Business transacted at any Special
Meeting shall be limited to the purpose stated in the notice thereof.
3. Place of Meeting. Meetings of Shareholders shall be held
at the principal place of business of the Corporation or at such
other place as may be designated by the Board of Directors.
4. Notice of Meeting. Written notice to each Shareholder of
record entitled to vote 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 (10) nor more than sixty (60) days before the meeting
either personally, by mail, telegram or overnight carrier. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the Shareholder at the
Shareholder's address as it appears on the stock transfer books of
the Corporation, with postage prepaid. If notice is given by
telegram or overnight courier, such notice shall be deemed to be
delivered when the telegram or overnight carrier is delivered to the
telegraph company or overnight carrier. If any Shareholder shall
transfer such Shareholder's stock after notice, it shall not be
necessary to notify the transferee. Any Shareholder may waive
notice of any meeting either before, during or after the meeting.
The attendance of a Shareholder at a meeting shall constitute a
waiver of notice of such meeting, except where a Shareholder attends
a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
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; and any business may be transacted at the
adjourned meeting that might have been transacted on the original
date of the meeting. If, however, after adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given as provided in
paragraph 4 of this Article to each Shareholder of record on the new
record date entitled to vote at such meeting.
6. Voting Lists. The officer or agent having charge of the
stock transfer book of the Corporation shall make, at least ten (10)
days before each meeting of Shareholders, a complete list of
Shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address and number
of shares held by each, which list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the principal office
of the Corporation and shall be subject to inspection by any
Shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any Shareholder
during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or to vote at any meeting of the
Shareholders.
7. Transfer Book and Record Date. For the purposes of
determining Shareholders entitled to notice of, or to vote at any
meeting, or entitled to receive payment of any dividend, or in order
to make a determination of Shareholders for any other purpose, the
Board of Directors may close the stock transfer book of the
Corporation as provided by law.
8. Quorum. Except as otherwise provided in these Bylaws, or
as required by the Articles of Incorporation, the majority of the
shares entitled to vote (50% + 1), represented in person or by
Proxy, shall constitute a Quorum at a meeting of Shareholders, but
in no event shall a Quorum consist of less than one-third (1/3) of
the shares entitled to vote at the meeting.
After a Quorum has been established at a Shareholders' meeting,
the subsequent withdrawal of Shareholders, so as to reduce the
number of shares entitled to vote at the meeting below the number
required for a Quorum, shall not effect the validity of any action
taken at the meeting or any adjournment thereof.
9. Voting of Shares. Each Shareholder entitled to vote shall
at every meeting of Shareholders be entitled to one (1) vote for
each share of voting stock held by them.
10. Proxy. Every Shareholder entitled to vote at a meeting of
Shareholders, or to express consent or dissent without a meeting, or
the Shareholder's duly authorized attorney-in-fact, may authorize
another person or persons to act for the Shareholder by Proxy. The
Proxy must be signed by the Shareholders or their attorney-in-fact.
No Proxy shall be valid after the expiration of eleven (11) months
from the date thereof, unless otherwise provided in the Proxy or by
Florida law.
11. Informal Action by Shareholders. Unless otherwise
provided by law or by the Articles of Incorporation, any action
required to be taken at a regular meeting of the Shareholders, or
any other action which may be taken at a Special Meeting of the
Shareholders may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by 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.
Within ten (10) days after obtaining such authorization by written
consent, notice must be given to those Shareholders who have not
consented in writing. The notice shall fairly summarize the
material features of the authorized action and, if the action shall
have been such that dissenters' rights are provided under Florida
law, the notice shall contain a clear statement of the right of
Shareholders dissenting therefrom to be paid the fair value of their
shares upon compliance with certain further provisions of such
Florida law regarding the rights of dissenting Shareholders.
ARTICLE C.
BOARD OF DIRECTORS
1. General Powers. The business of the Corporation shall be
managed and its corporate powers exercised by its Board of Directors.
2. Number, Tenure and Qualifications. The Board of Directors
shall consist of at least one (1) director. The number may be
altered from time to time by either the Directors or the
Shareholders; however, there shall always be an odd number of
Directors. Directors shall be elected at the annual meeting of
Shareholders and each Director elected shall hold office until such
Director's successor has been elected and qualified, or until their
prior resignation or removal. It shall not be necessary for
Directors to be Shareholders.
3. Vacancies. If the office of any Director, member of a
committee or other officer becomes vacant, the remaining Directors
in office, by a majority (50% + 1) vote, though this may constitute
less than a quorum of the Board of Directors, may appoint any
qualified person to fill such vacancy, who shall hold office for the
unexpired term and until their successor shall be duly elected and
has qualified.
4. Removal of Directors. Any or all of the Directors may be
removed with or without cause by vote of a majority (50% + 1) of all
of the shares outstanding and entitled to vote at a Special Meeting
of Shareholders called for that purpose.
5. Resignation. A Director may resign at any time by giving
written notice to the Board, the President or the Secretary of the
Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board of
Directors or of such officer, and the acceptance of the resignation
shall not be necessary to make it effective.
6. Quorum of Directors. A majority of the Directors (50% +
1) shall constitute a quorum for the transaction of business. If at
any meeting of the Board there shall be less than a quorum present,
a majority of those present may adjourn the meeting from time to
time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so
adjourned. 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.
7. Place and Time of Board Meetings. The Board may hold its
meetings at the office of the Corporation or at such other place,
either within or without the State of Florida as it may, from time
to time, determine.
8. Notice of Meetings of The Board. A regular annual meeting
of the Board may be held without notice at such time and place as it
shall, from time to time, determine. Special Meetings of the Board
shall be held upon notice to the Directors and may be called by the
President upon two (2) days' notice to each Director, either
personally or by mail or by wire. Special Meetings shall be called
by the President or by the Secretary in a like manner on written
request of a Director. Any Special Meeting may be held by telephone
conference as set forth in Section 11 hereof. Notice of a meeting
need not be given to any Director who submits a waiver of notice
whether before or after the meeting, or who attends the meeting
without protesting prior thereto, or at its commencement, the lack
of notice to him.
9. Annual Meeting. An annual meeting of the Board shall be
held immediately following, and at the same place as, the annual
meeting of Shareholders.
10. Compensation. No compensation shall be paid to Directors,
as such, for their services, but by resolution of the Board, a fixed
sum and expenses for actual attendance, at each regular or Special
Meeting of the Board may be authorized. Nothing herein contained
shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
11. Action by Telephonic Conference. The Directors may act at
a meeting by means of a conference by telephone or similar
communications equipment by means of which all persons participating
in the meeting can communicate with each other at the same time.
Participation by such means shall constitute presence in person at a
meeting.
12. 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 unless he voted against such action or abstains from
voting in respect thereto because of an asserted conflict of interest.
13. Informal Action by Board. Any action required or
permitted to be taken by any provision of law, of the Articles of
Incorporation or of these Bylaws at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all members of
the Board or of such committee, as the case may be.
ARTICLE D.
OFFICERS
1. Officers, Election and Term. The Board may elect or
appoint a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as it may determine, who shall
have such duties and powers as hereinafter provided.
All officers shall be elected or appointed to hold office until
the meeting of the Board following the next annual meeting of
Shareholders and until their successors have been elected or
appointed and qualified.
Any two (2) or more offices may be held by the same person.
2. Removal, Resignation, Salary, Etc. Any officer elected or
appointed by the Board may be removed by the Board with or without
cause.
In the event of the death, resignation or removal of an
officer, the Board, in its discretion, may elect or appoint a
successor to fill the unexpired term.
Any officer elected by the Shareholders may be removed only by
vote of the Shareholders unless otherwise provided by the Shareholders.
The salaries of all officers shall be fixed by the Board.
The Directors may require any Officer to give security for the
faithful performance of his duties.
3. Duties. The officers of this Corporation shall have the
following duties:
The President shall be the chief executive officer of the
Corporation and shall have 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.
The Vice-President shall possess and may exercise, such power
and authority, and shall perform such duties as may from time to
time be assigned to him or her by the Board of Directors or the
President.
The Secretary shall have custody of and maintain all of the
corporate records except the financial records; shall record the
minutes of all meetings of the Shareholders and Board of Directors,
and send all notices of all meetings and perform such other duties
as may be prescribed by the Board of Directors or the President and
shall perform such duties as may from time to time be assigned to
him or her by the Board of Directors or the President.
The Treasurer shall have custody of all corporate funds and
maintain all of the financial records and shall keep accurate
financial records and shall render reports thereof of the annual
meetings of Shareholders and at other times when requested to do so
by the Board of Directors and shall perform such duties as may from
time to time be assigned to him or her by the Board of Directors or
the President.
4. Removal of Officers. An officer or agent elected or
appointed by the Board of Directors may be removed with or without
cause by the Board whenever in the Board's judgment, the best
interests of the Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of
Directors for the unexpired term.
ARTICLE E.
EXECUTIVE AND OTHER COMMITTEES
1. Creation of Committees. The Board of Directors may, by
resolution, passed by a majority of the Board, designate an
executive committee and one or more other committees.
2. Executive Committee. The executive committee, if there
shall be one, shall consult with and advise the officers of the
Corporation in the management of its business and shall have and may
exercise, to the extent provided in the resolution of the Board of
Directors creating such executive committee, such powers of the
Board of Directors as can be lawfully delegated by the Board.
3. Other Committees. Such other committees shall have such
functions and may exercise the powers of the Board of Directors as
can be lawfully delegated and to the extent provided in the
resolution or resolutions creating such committee or committees.
4. Meetings of Committees. Regular meetings of the executive
committee and other committees may be held without notice at such
time and at such place as shall from time to time be determined by
the executive committee or such other committees, and Special
Meetings of the executive committee or such other committees may be
called by any member thereof upon two (2) days' notice to each of
the other members of such committee, or on such shorter notice as
may be agreed to in writing by each of the members of such
committee, given either personally or in the manner provided in
Section 8 of Article III of these Bylaws (pertaining to notice for
Directors' meetings).
5. Vacancies on Committees. Vacancies on the executive
committee or on such other committees shall be filled by the Board
of Directors then in office at any regular or Special Meeting.
6. Quorum on Committees. At all meetings of the executive
committee or such other committees, a majority (50% + 1) of the
committee's members then in office shall constitute a quorum for the
transaction of business.
7. Manner of Action of Committees. The acts of a majority
(50% + 1) of the members of the executive committee or such other
committees, present at any meeting at which there is a quorum, shall
be the act of such committee.
8. Minutes of Committees. The executive committee, if there
shall be one, and such other committees shall keep regular minutes
of their proceedings and report the same to the Board of Directors
when requested.
9. Compensation. Members of the executive committee and such
other committees may be paid compensation in accordance with the
provisions of Articles III, Section 10 of these bylaws (pertaining
to compensation of Directors).
ARTICLE F.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any person made or threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by, or in the right of, the
Corporation), brought to impose a liability or penalty on such
person in his capacity of Director, officer, employee or agent of
this Corporation, or of any other corporation which such person
serves as such at the request of this Corporation, against
judgments, fines, amounts paid in settlement and expenses, including
attorney's fees, actually and reasonably incurred as a result of
such action, suit or proceeding, or any appeal thereof, if they
acted in good faith in the reasonable belief that such action was in
the best interest of this Corporation, and in criminal actions or
proceedings without reasonable ground for belief that such action
was unlawful. The termination of any such civil or criminal action,
suit or proceedings by judgment, settlement, conviction or upon a
plea of nolo contendere shall not in itself create a presumption
that any Director or officer did not act in good faith in the
reasonable belief that such action was in the best interests of this
Corporation or that they had reasonable ground for belief that such
action was unlawful. The foregoing rights of indemnification shall
apply to the heirs and personal representatives of any such
Director, officer, employee or agent and shall not be exclusive of
other rights to which they may be entitled.
ARTICLE G.
CERTIFICATE OF STOCK
1. Issuance. Unless otherwise determined by the Board of
Directors, every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares of which they
are entitled. No certificate shall be issued for any share until
such share is fully paid.
2. Form. Certificates representing shares in this
Corporation shall be signed by the President or Vice President and
the Secretary or an Assistant Secretary and may be sealed with the
seal of this Corporation or a facsimile thereof; or in any other
manner as prescribed by law.
3. Transfer of Shares. Transfers of shares of the
Corporation shall be made upon the Corporation's books by the holder
of the shares in person or by the holder's lawfully constituted
representative, upon surrender of the certificate of stock for
cancellation. 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 and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not the Corporation shall
have express or other notice thereof, unless otherwise provided by
the laws of the State of Florida. Every certificate representing
shares which are restricted as to sale, disposition or other
transfer shall state that such shares are restricted as to such
transfer or disposition and shall set forth or fairly summarize upon
the certificate, or state that the Corporation will furnish to any
holder thereof, upon request and without charge, a full statement of
such restrictions.
4. Facsimile Signature. Where a certificate is signed (1) by
a transfer agent or an assistant transfer agent or (2) by a transfer
clerk acting on behalf of the Corporation and a registrar, the
signature of any such Chairman of the Board, President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates and have ceased to be
such officer or officers then such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer
or officers of the Corporation.
5. Lost, Stolen or Destroyed Certificates. If a Shareholder
shall claim to have lost or destroyed a certificate of shares issued
by the Corporation, a new certificate shall be issued upon the
making 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 in such amount and with such sureties, if any, as
the Board may reasonable require.
ARTICLE H.
BOOKS AND RECORDS
1. General. 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.
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.
2. Inspection. All Shareholders who are entitled to inspect
the Corporation's books and records pursuant to Florida law shall
have such inspection rights as prescribed by the most recent Florida
law available when the request is made.
ARTICLE I.
DISTRIBUTIONS
The Board of Directors of the Corporation may, from time to
time, declare, and the Corporation may make, distributions to the
Shareholders, subject to the restrictions of applicable law.
ARTICLE J.
CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear
the name of the Corporation, the year of its organization and the
words "CORPORATE SEAL, FLORIDA." The seal may be used by causing it
to be impressed directly on the instrument or writing to be sealed,
or upon adhesive substance affixed thereto. The seal on the
certificates for shares or on any corporate obligation for the
payment of money may be facsimile, engraved or printed.
ARTICLE K.
EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or
officers or other person or persons as the Board may, from time to
time, designate.
ARTICLE L.
FISCAL YEAR
The fiscal year of the Corporation shall be the 12-month period
selected by the Board of Directors as the taxable year of the
Corporation for federal income tax purposes.
ARTICLE M.
NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these Bylaws to be given,
personal notice is not meant unless expressly so stated, and any
notice so required shall be deemed to be sufficient if given by
depositing the same in the post office box in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last known
post office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to vote
shall not be entitled to receive notice of any meetings except as
otherwise provided by Florida Law.
Whenever any notice is required to be given under the
provisions of any law or under the provisions of the Articles of
Incorporation of the Corporation, or these Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE N.
CONSTRUCTION
Whenever a conflict arises between the language of these Bylaws
and the Articles of Incorporation, the Articles of Incorporation
shall govern.
ARTICLE O.
BUSINESS
1. Conduct of Business Without Meetings. Any action of the
Shareholders, Directors and any committee may be taken without a
meeting if consent in writing setting forth the action so taken
shall be signed by all persons who would be entitled to vote on such
action at a meeting and filed with the Secretary of the Corporation
as part of the proceedings of the Shareholders, Directors or
committees, as the case may be.
2. Management by Shareholders. In the event the Shareholders
are named in the Articles of Incorporation and are empowered therein
to manage the affairs of the Corporation in lieu of Directors, the
Shareholders of the Corporation shall be deemed Directors for the
purposes of these Bylaws, and wherever the words "directors," "Board
of Directors" or "Board" appear in these Bylaws, those words shall
be taken to mean Shareholders.
The Shareholders may, by majority vote (50% + 1), create a
Board of Directors to manage the business of the Corporation and
exercise its corporate powers.
ARTICLE P.
AMENDMENTS
1. By Shareholders. The Bylaws shall be subject to
alteration or repeal, and new Bylaws may be made, by the affirmative
vote of Shareholders holding of record in the aggregate at least a
majority of the outstanding shares entitled to vote in the election
of Directors at any annual or Special Meeting of Shareholders,
provided that the notice or waiver of notice of such meeting shall
have summarized or set forth in full therein the proposed amendment.
2. By Directors. The Board of Directors shall have the power
to make, adopt, alter, amend and repeal, from time to time, the
Bylaws of the Corporation.