EXHIBIT 3.2
By-laws of DVD America Corporation
BY - LAWS
of
DVD America Corporation
OFFICES
ARTICLE I.
SECTION 1.
Office. The office of the corporation will be located at:
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, California 91403
SECTION 2.
Additional Offices. The corporation may also have offices and places of business
at such other places as the Board of Directors may from time to time determine
or the business of the corporation may require.
MEETINGS OF SHAREHOLDERS
ARTICLE II.
SECTION 1.
Place of Meetings. The annual meeting of the shareholders for the election of
directors and all special meetings of shareholders for that or for any other
purpose may be held in such place within or without the State of Nevada as shall
be stated in the notice of the meeting, or in a duly executed waiver of notice
thereof.
SECTION 2.
Date of Annual Meetings. The annual meeting of shareholders shall be held on 2nd
Tuesday in March of each year, if not a legal holiday, and if a legal holiday
then on the next business day following, at which they shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.
SECTION 3.
Notice of Annual Meeting. Written notice of the annual meeting, the place, date
and hour of the meeting shall be given personally or by mail to each shareholder
entitled to vote thereat, not less than , nor more than days prior to the
meeting.
SECTION 4.
Special Meetings. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board, if any, the President
or the Board of Directors, and shall be called by the President or the Secretary
at the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning at least
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________ percent in amount of the shares of stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
SECTION 5.
Notice of Special Meeting. Written notice of a special meeting of shareholders,
stating the place, date and hour of the meeting, the purpose or purposes for
which the meeting is called and at whose direction it is being issued, shall be
given personally by mail to each shareholder entitled to vote thereat, not less
than ______ nor more than _____ days prior to the meeting.
SECTION 6.
Quorum. Except at otherwise provided by the Certificate of Incorporation, the
holders of a majority of the shares of stock of the corporation issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite for and shall constitute a quorum at all meetings of
the shareholders for the transaction of business. If, however, such quorum shall
not be perfect or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business as may be transacted which might have been transacted
at the meeting as originally noticed.
SECTION 7.
Presiding Officer; Order of Business. Meetings of the stockholders shall be
presided over by the Chairman of the Board, or, if he or she is not present, by
the Chief Executive Officer, or if he or she is not present, by the President,
or if he or she is not present, by a Vice-President, or if neither the Chairman
of the Board nor the Chief Executive. Officer nor the President or a
Vice-President is present, by a chairman to be chosen by a majority of the
shareholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary of the Corporation, or, in his or her absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the shareholders present at the meeting
shall choose any person present to act as secretary of the meeting.
The order of business shall be as follows:
i. Call to order of meeting
ii. Proof of notice of meeting
iii. Reading of minutes of last previous annual meeting
iv. Reports of officers
v. Reports of committees
vi. Election of directors
vii. Miscellaneous business
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SECTION 8.
Voting. At any meeting of the shareholders every shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such shareholder. Except as otherwise provided by law
or the Certificate of Incorporation, each shareholder of record shall be
entitled to one vote for every share of such stock standing in his name on the
books of the corporation. All elections shall he determined by a plurality vote,
and except as otherwise provided by law or the Certificate of Incorporation, all
other matters shall be determined by vote of a majority of the shares present or
represented at such meeting and voting on such questions.
SECTION 9.
Proxies. Every proxy must be executed in writing by the shareholder or by his
attorneyin-fact. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution unless it shall have specified therein its
duration. Every proxy shall be revocable at the pleasure of the person executing
it or of his personal representatives or assigns, except in those cases where an
irrevocable proxy is permitted by law.,
SECTION 10.
Consents. Whenever by any provision of statute or of the Certificate of
Incorporation or of these by-laws, the vote of shareholders at a meeting thereof
is required or permitted to be taken in connection with any corporate action,
the meeting and vote of shareholders may be dispensed with, if all the
shareholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate, action being
taken-
SECTION 11.
List of Shareholders. A complete list of the shareholders of the Corporation
entitled to vote at the ensuing meeting, arranged in alphabetical order, and
showing the address of the number of shares owned by each shareholder shall be
prepared by the Secretary, or other officer of the Corporation having charge of
the Stock Transfer Books. This list shall be kept on file for a period of at
least days prior to the meeting at the registered office of the Corporation in
the State of Nevada and shall be subject to inspection during usual business
hours by any shareholder. This list shall also be available at the meeting and
shall be open to inspection by any shareholder at any time during the meeting.
The original Stock Transfer Books shall be prima facie evidence of which
shareholders are entitled to examine the list or to vote at any meeting of the
shareholders.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at any meetings of the shareholders.
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DIRECTORS
ARTICLE III.
SECTION 1.
Number, Tenure, Removal. The number of directors which shall constitute the
entire board shall be fixed and may be altered by resolution adopted by a vote
of a majority of the entire Board of Directors, or by the shareholders.
Directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 2 of this Article III, and each director shall be elected to
serve until his successor has been elected and has qualified.
Any director may resign at any dune. The Board of Directors may, by majority.
vote of all directors then in office, remove a director for cause.
SECTION 2.
Vacancies. If any vacancies occur in the Board of Directors by reason of the
death, resignation, retirement, disqualification or removal from office of any
director, or if any new directorships are created, all of the directors then in
office, although less than a quorum, may, by majority vote, choose a successor
or successors, or fill the newly created directorship, and the directors so
chosen shall hold office until the next annual election of directors and until
their successors shall be duly elected and qualified, unless sooner displaced;
provided, however, that if in the event of any such vacancy, the directors
remaining in office shall be unable, by majority vote, to fill such vacancy
within thirty (30) days of the occurrence thereof, the President or the
Secretary may call a special meeting of the shareholders at which a new Board of
Directors shall be elected to serve until the next annual election of directors
and until their successors shall be duly elected and qualified, unless sooner
displaced.
MEETINGS OF THE BOARD
ARTICLE IV.
SECTION 1.
Place. The Board of Directors of the corporation may hold meetings, both regular
and special, either within or without the State of Nevada.
SECTION 2.
First Meetings. The first meeting of each newly elected Board of Directors shall
be held at the sane place as and immediately following the annual meeting of
shareholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held at the time and place so
fixed, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meeting of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
directors.
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SECTION 3.
Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
SECTION 4.
Special Meetings. Special meetings of the board may be called by the Chairman of
the Board, if any, or by the President or Vice President on two days' notice by
mail or on one day's notice personally by telephone or by telegram to each
director; special meetings shall be called by the Chairman, President, Vice
President or Secretary in like manner and on like notice on the written request
of two directors.
SECTION 5.
Quorum. At all meetings of the board a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors either in
person or by telephone conference call, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
SECTION 6.
Action. Any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all of the members of the
Board or committee consent in writing to the adoption of a resolution
authorizing such action. The resolution and written consents thereto by the
members of the Board or committee shall be filed with the minutes of the
proceeds of the Board or committee. Any one or more members of the Board of
Directors or any committee there may participate in a meeting of such board or
committee by means of a conference telephone or similar means of communications
equipment allowing all persons participating to hear each other at the same
time. Participation by such method shall constitute presence in person at the
meeting.
SECTION 7.
Compensation. Each director shall be entitled to receive as compensation for his
services such sum as shall from time to time be fixed by resolution of the
Board, and each director shall be entitled to reimbursement for all traveling
expenses incurred by him in attending any such meeting. Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 8.
Dividends. Subject always to provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if so, what part, of the funds legally available for the payment of
dividends shall be so declared and paid to the shareholders of the Corporation.
The Board of Directors may fix a sum which may
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be set aside over and above the paid-in capital of the Corporation for working
capital or as a reserve for any proper purpose, and from time to time may
increase, diminish, and vary this fund in the Board's absolute judgment and
discretion.
COMMITTEES OF DIRECTORS
ARTICLE V.
SECTION 1.
Creation. The Board of Directors may, by resolution or resolutions adopted by a
majority of the entire Board, designate one or more committees, each committee
to consist of two or more of the directors, which, to the extent provided in
said resolution or resolutions and within the limitations prescribed by statute,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation, and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it.
NOTICES
ARTICLE VI.
SECTION 1.
Form; Delivery. Notices to directors and shareholders shall be in writing and
may be delivered personally or by mail. Notice by mail shall be deemed to be
given at the time when the same shall be deposited in the post office or a
letter box, in a postpaid sealed wrapper, and shall be addressed to directors or
shareholders at their addresses appearing on the records of the corporation,
unless any such director or shareholder shall have filed with the Secretary of
the corporation a written request that notices intended for him be mailed to
some other address, in which case the notice shall be mailed to the address
designated in such request. Notice to directors may also be given by telephone
or by telegram.
SECTION 2.
Waiver. Whenever a notice is required to be given by any statute, the
Certificate of Incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated thereon, shall be deemed equivalent thereto.
OFFICERS
ARTICLE VII.
SECTION 1.
Officers. The officers of the corporation shall be a President and one or more
Vice Presidents, a Secretary and a Treasurer. Any two or more offices may he
held by the same person, except the offices of President and Secretary, unless
the corporation has only one shareholder who serves as both President and
Secretary. The Board of Directors may also elect a Chairman of the Board and may
elect or appoint such other officers as it may determine.
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SECTION 2.
Teen of Office; Removal. All officers shall hold office for such term as may be
prescribed by the Board of Directors. Any officer elected or appointed by the
board may be removed with or without cause at any time by the board.
SECTION 3.
Compensation. The compensation of all elected officers of the corporation shall
be fixed by the Board of Directors, and the compensation of appointed officers
and agents shall either be so fixed or shall be fixed by officers thereunto duly
authorized.
SECTION 4.
Vacancies. If the office of any officer becomes vacant for any reason, the Board
of Directors may fill such vacancy. Any officer so appointed or elected by the
board shall serve only until such time as the unexpired term of his predecessor
shall have expired unless reelected or re-appointed.
SECTION 5.
The Chairman of the Board. If there be a Chairman of the Board of Directors, be
shall preside at all meetings of the shareholders and directors and shall have
such other powers and duties as may from time to time be assigned by the board.
SECTION 6.
The President. The President shall be the Chief Executive Officer of the
corporation. In the absence of the Chairman of the Board, or if there be no
Chairman, he shall preside at all meetings of the shareholders and directors. He
shall be ex-officio a member of all standing committees, have general and active
management and control of the business and affairs of the corporation subject to
the control of the Board of Directors, and shall see that all orders and
resolutions of the board are carried into effect. The President shall execute in
the name of the corporation all deeds, bonds, mortgages, contracts, and other
instruments requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.
SECTION 7.
The Vice President. The Vice President, if any, or, if there be more than one,
the Vice Presidents, in the order of their seniority or in any other order
determined by the board shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and shall generally
assist the President and perform such other duties as the Board of Directors
shall prescribe.
SECTION 8.
The Secretary. The Secretary shall attend all meetings of the board and all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when
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required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall act. shall act. He shall keep in safe custody
the seal of the corporation and, when authorized by the board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary or
Treasurer. He shall keep in safe custody the certificate books and stock bonds
and such other books and papers as the board may direct and shall perform all
other duties incident to the office of Secretary.
SECTION 9.
The Assistant Secretaries. The Assistant Secretaries, if any, in order of their
seniority, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.
SECTION 10.
The Treasurer. The Treasurer shall have the care and custody of the corporate
funds, and other valuable effects, including securities, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. The Treasurer 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 President 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.
SECTION 11.
The Assistant Treasurer. The Assistant Treasurers, if any, in the order of their
seniority, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the power of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe.
SECTION 12.
The Controller. The Controller, if any, shall maintain adequate records of all
assets, liabilities and transactions of the corporation and shall have adequate
audits thereof currently and regularly made. In conjunction with other officers,
he shall initiate and enforce measures and procedures whereby the business of
the corporation shall be conducted with the maximum safety, efficiency and
economy.
SECTION 13.
Voting of Securities. Unless otherwise ordered by the Board of Directors, the
Chairman or the President shall have full power and authority on behalf of the
corporation to vote in person or by proxy at any meetings of the stockholders of
any corporation in which the Corporation may hold stock, and at any such
meetings shall possess and may exercise any and all rights and powers incident
to the ownership of such stock. The Board of
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Directors may, by resolution, from time to time confer like powers upon any
other person
SHARE CERTIFICATES
ARTICLE VIII.
SECTION 1.
Form; Signatures. The certificates for shares of the corporation shall be in
such form as shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the corporation as they are issued.
Each certificate shall exhibit the registered holder's name and the number and
class of shares, and shall be signed by the Chairman of the Board, President or
a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, and shall bear the seal of the corporation. In case any
officer or officers who have signed shall cease to be such officer or officers
of the corporation, whether because of death, resignation or otherwise, before
such certificate or certificates have been delivered by such corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the corporation.
SECTION 2.
Lost Certificates. The Board of Directors may direct a new share certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such marmer as it shall require and/or to give the
corporation a bond on such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
SECTION 3.
Registered Shareholders. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as. such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Nevada.
SECTION 4.
Record Date. For the purpose of determining the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action affecting
the interests of shareholders, the Board of
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Directors may fix, in advance, a record date. Such date shall not be more than
____ days nor less than ____ days before the date of any such meeting, nor more
than _____ days prior to any other action. In each such case, except as
otherwise provided by law, only such persons as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to express such consent or dissent, or
to receive payment of such dividend, or such allotment of rights, or otherwise
to be recognized as shareholders for the related purpose, notwithstanding any
registration of transfer of shares on the books of the corporation after any
such record date so fixed.
GENERAL PROVISIONS
ARTICLE IX.
SECTION 1.
Checks. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
SECTION 2.
Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
SECTION 3.
Corporate Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, DVD
America Corporation." The seal may he used by causing it or a facsimile thereof
to be impressed, affixed, reproduced or otherwise.
AMENDMENTS
ARTICLE X.
SECTION 1.
Power to Amend. The Board of Directors shall have the power to amend, alter, or
repeal these by-laws, and to adopt new by-laws, from time to time, by an
affirmative vote of a majority of the whole Board as then constituted, provided
that notice of the proposal to make, alter, amend, or repeal the by-laws was
included in the notice of the directors' meeting at which such action takes
place. At the next shareholders' meeting following any action by the Board of
Directors, the shareholders, by a majority vote of those present and entitled to
vote, shall have the power to alter or repeal by-laws newly adopted by the Board
of Directors, or to restore to their original status by-laws which the Board may
have altered or repealed, and the notice of such shareholders' meeting shall
include notice that the shareholders will be called on to ratify the action
taken by the Board of Directors with regard to the by-laws.
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SECTION 2.
Amendment Affecting Election of Directors. If any by-laws regulating an
impending election of directors is adopted, amended or repealed by the board,
there shall be set forth in the notice of the next meeting of shareholders for
the election of directors the by-law so adopted, amended or repealed, together
with a concise statement of the changes made.
INDEMNIFICATION
ARTICLE XI.
Indemnification of Directors and Officers. The Corporation shall indemnify each
of its directors, officers, and employees whether or not then in service as such
(and his or her executor, administrator, and heirs), against all reasonable
expenses actually and necessarily incurred by him or her in connection with the
defense of any litigation to, which the individual may have been made a party
because he or she is or was a director, officer, or employee of the Corporation.
The individual shall have no right to reimbursement, however, in relation to
matters as to which he or she has been adjudged liable to the Corporation for
negligence or misconduct in the performance of his or her duties, or was
derelict in the performance of his or her duty as director, officer or employee
by reason of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties of his or her office or employment. The right to
indemnity for expenses shall also apply to the expenses of suits which are
compromised or settled if the court having jurisdiction of the matter shall
approve such settlement.
The foregoing right of indemnification shall be in addition to, and not
exclusive of, all rights to which such director, officer or employee may be
entitled by law or otherwise.
SUPERCEDURE OF CONTRARY STATE LAW
ARTICLE XII.
These Bylaws are intended for use by Corporations in many states. It is the
intention of the shareholders and directors that to the extent these Bylaws are
contrary to the laws of the state in which its Articles of Incorporation have
been filed, that the laws of that state, to the extent they are contrary to the
provisions set forth herein, shall be controlling, and remaining,
non-inconsistent provisions shall survive.
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