BY-LAWS
OF
DIALOG GROUP, INC.
A Delaware Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Delaware shall be
located in the City and State designated in the Certificate of Incorporation.
The Corporation may also maintain offices at such other places within or without
the State of Delaware as the Board of Directors may, from time to time,
determine.
ARTICLE II- MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the
date and time fixed from time to time by the Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Delaware.
Section 3 - Court-ordered meeting
The Court of Chancery in this State where the Corporation's principal office is
located, or where the Corporation's registered office is located if its
principal office is not located in this state, may, after notice to the
Corporation, order a meeting to be held on application of any Director or
shareholder of the Corporation entitled to vote in an annual meeting if an
annual meeting has not been held within any thirteen month period, if there is a
failure by the Corporation to hold an annual meeting for a period of thirty days
after the date designated therefore, or if no date has been designated, for a
period of thirteen months after the organization of the Corporation or after its
last annual meeting. The court may fix the time and place of the meeting,
determine the shares entitled to participate in the meeting, specify a record
date for determining shareholders entitled to notice of and to vote at the
meeting, prescribe the form and content of the meeting notice, and enter other
orders as may be appropriate.
Section 4 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Delaware as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Delaware.
Section 5 - Notice of Meetings
Written or printed notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by first class mail, by or at the direction of the
president, the secretary, or the officer or the person calling the meeting, not
less than ten or more than sixty days before the date of the meeting, unless the
lapse of the prescribed time shall have been waived before or after the taking
of such action, upon each shareholder of record entitled to vote at the meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the business to be transacted
or the purpose or purposes for which the meeting is called, and shall indicate
that it is being issued by, or at the direction of, the person or persons
calling the meeting. If, at any meeting, action is proposed to be taken that
would, if taken, entitle shareholders to dissent and receive payment for their
shares pursuant to the Delaware General Corporation Law, the notice of such
meeting shall include a statement of that purpose and to that effect. If mailed,
any notice shall be deemed to be given when deposited in the United States mail
addressed to the shareholder at the shareholder's address as it appears on the
share transfer records of the Corporation.
Section 6 - Shareholders' List
(a) After fixing a record date for a meeting, the officer who has charge of the
stock ledger of the Corporation, shall prepare an alphabetical list of the names
of all its shareholders entitled to notice of the meeting, arranged by voting
group with the address of, and the number, class, and series, if any, of shares
held by each shareholder. The shareholders' list must be available for
inspection by any shareholder for a period of ten days before the meeting or
such shorter time as exists between the record date and the meeting and
continuing through the meeting at the Corporation's principal office, at a place
identified in the meeting notice in the city where the meeting will be held, or
at the office of the Corporation's transfer agent or registrar. Any shareholder
of the Corporation or the shareholder's agent or attorney is entitled, on
written demand, to inspect the shareholders' list during regular business hours
and at the shareholder's expense, during the period it is available for
inspection.
(b) The Corporation shall make the shareholder's list available at the meeting
of shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
(c) Upon the willful neglect or refusal of the Directors to produce such a list
at any meeting for the election of Directors, such Directors shall be ineligible
for election for any office at such meeting.
(d) The stock ledger shall be the only evidence as to who are the shareholders
entitled to examine the stock ledger, the list required by Section 219 of the
Delaware General Corporation Law, or the books of the Corporation, or to vote in
person or by proxy at any shareholders' meeting.
Section 7 - Quorum
(a) Except as otherwise provided herein, or by law, or in the Certificate of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), or for meetings
ordered by the Court of Chancery called pursuant to Section 211 of the Delaware
General Corporation Law, a quorum shall be present at all meetings of
shareholders of the Corporation, if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy.
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(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 8 - Voting
(a) Except as otherwise provided by law, the Certificate of Incorporation, or
these Bylaws, any corporate action, other than the election of Directors, the
affirmative vote of the majority of shares entitled to vote on that matter and
represented either in person or by proxy at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders of the Corporation.
(b) Unless otherwise provided for in the Articles of Incorporation of this
Corporation, directors will be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present and each shareholder entitled to vote has the right to vote the number
of shares owned by him for a many persons as there are Directors to be elected.
(c) Unless otherwise provided for in the Certificate of Incorporation of this
Corporation, Directors will be elected by a plurality of the votes by the
shares, present in person or by proxy, entitled to vote in the election at a
meeting at which a quorum is present and each shareholder entitled to vote has
the right to vote the number of shares owned by him/her for as may persons as
there are Directors to be elected.
(d) Except as otherwise provided by statute, the Certificate of Incorporation,
or these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
Section 9 - Proxies
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself or by his attorney-in-fact
thereunto duly authorized in writing. Every proxy shall be revocable at will
unless the proxy conspicuously states that it is irrevocable and the proxy is
coupled with an interest. A telegram, telex, cablegram, or similar transmission
by the shareholder, or a photographic, photostatic, facsimile, shall be treated
as a valid proxy, and treated as a substitution of the original proxy, so long
as such transmission is a complete reproduction executed by the shareholder. No
proxy shall be valid after the expiration of three years from the date of its
execution, unless otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
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Section 10 - Action Without a Meeting
Unless otherwise provided for in the Certificate of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if a written consent is signed by the shareholders of the Corporation having not
less than the minimum number of votes necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereat were present and voted
is delivered by hand or by certified or registered mail, return receipt
requested, to the Corporation to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of shareholders' meetings are
recorded.
Section 11 - Inspectors
(a) The Corporation shall appoint one or more inspectors, and one or more
alternate inspectors, to act at any shareholder' meeting and make a written
report thereof, so long as such inspectors sign an oath to faithfully execute
their duties with impartiality and to the best of their ability before such
meeting. If no inspector or alternate is able to act at the shareholders
meeting, the presiding officer shall appoint one or more inspectors to act at
the meeting.
(b) If the corporation has a class of its stock (i) listed on a national
securities exchange, (ii) authorized for quotation on an inter-dealer quotation
system of a registered national securities association, or (iii) held by more
than two thousand shareholders of record of the Corporation, then the inspector
shall (a) ascertain the number of shares entitled to vote and the voting power
of each such shareholder, (b) determine the shares represented at a meeting and
the validity of proxies and ballots, (c) count all votes and ballots, (d)
determine and retain for a reasonable time a disposition record of any
challenges made to any of the inspectors' determinations, and (e) certify the
inspectors' determinations of the number of shares represented at the meeting
and their count of all votes and ballots.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election, Qualifications, and Indemnification
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of five unless and until otherwise determined by vote of a
majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between annual and special
meetings of the shareholders, to increase or decrease the number of Directors of
the Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws require.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Certificate of Incorporation
of the Corporation or these Bylaws, by a majority of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.
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(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, or until his prior death, resignation or removal. Any Director may
resign at any time upon written notice of such resignation to the Corporation.
(d) Each Director shall be indemnified to the full extent and pursuant to the
procedures specified in Section 145 of the Delaware General Corporation Law.
Section 2 - Duties and Powers
The Board of Directors shall be responsible for the control and management of
the business and affairs, property, and interests of the Corporation, and may
exercise all powers of the Corporation, except those stated under Delaware state
law, in the Certificate of Incorporation, or by these Bylaws, to be expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.
Section 3 - Regular Meetings; Notice
(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Delaware at such time and at such place as the Board shall
fix.
(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
regular meeting when the time and place was fixed before any change, notice of
the change shall be given to each Director who shall not have been present at
the meeting at which the action was taken within the time limited and in the
manner set forth in these Bylaws with respect to special meetings, unless the
notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetings; Notice
(a) Special meetings of the Board of Directors shall be held at any time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at, or the purpose or purposes of, the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
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(d) Unless otherwise stated in the Articles of Incorporation of the Corporation,
the Chairperson, President, Treasurer, Secretary or any two or more Directors of
the Corporation may call any special meeting of the Board of Directors.
Section 5 - Chair
The Chair of the Board, if any and if present, shall preside at all meetings of
the Board of Directors. If there shall be no Chair, or he shall be absent, then
the President shall preside, and in his absence, any other Director chosen by
the Board of Directors shall preside.
Section 6 - Quorum and Adjournments
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws.
(b) A majority of the Directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of any adjourned
meeting shall be given to Directors not present at 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 who were present at the adjourned
meeting.
Section 7 - Manner of Acting
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by law, by the Certificate of Incorporation, or
these By Laws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to the action, by
all of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if it had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes and may be so reported in any certificate or document filed with the
Secretary of the State of Delaware.
(d) Where appropriate communications facilities are reasonably available, any or
all Directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
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Section 8 - Vacancies
(a) Any vacancy in the Board of Directors occurring by reason of an increase in
the number of Directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any Director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
(b) If at any time, by reason of death or resignation or other cause, the
Corporation shall have no Directors in office, then an officer or any
shareholder or an executor, administrator, trustee, or guardian of a
shareholder, or other fiduciary entrusted with like responsibility for the
person or estate of a shareholder, may call a special meeting of shareholders to
fill such vacancies or may apply to the Court of Chancery for a decree summarily
ordering an election.
(c) If the Directors of the Corporation constitute less than a majority of the
whole Board, the Court of Chancery may, upon application of any shareholder or
shareholders holding at least ten percent of the total number of shares entitled
to vote for Directors, order an election to be held to fill any such vacancies
or newly created directorships.
(d) Unless otherwise provided for by statute, the Certificate of Incorporation,
or these Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the Directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 - Resignation
The shareholders may, at any meeting, vote to accept the resignation of any
Director.
Section 10 - Removal
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by the shareholders, at a special meeting of the
shareholders called for that purpose, unless the Certificate of Incorporation
provides that Directors may only be removed for cause, provided however, any
Director shall not be removed if the Corporation states in its Certificate of
Incorporation that its Directors shall be elected by cumulative voting and there
are a sufficient number of shares cast against his or her removal, which if
cumulatively voted at an election of Directors would be sufficient to elect him
or her. If a Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director.
Section 11 - Compensation
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
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Section 12 - Committees
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members one or more committees,
and alternate members thereof, as they deem desirable, each consisting of one or
more members, with any powers and authority (to the extent permitted by law and
these Bylaws) as may be provided in the resolution. Each committee shall serve
at the pleasure of the Board and, unless otherwise stated by law, the
Certificate of Incorporation of the Corporation, or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election, Term of Office, and
Indemnification
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
an officer whose duty is to record proceedings of shareholders' and Directors'
meetings and any other officers as the Board of Directors may from time to time
deem advisable. Any officer other than the Chairman of the Board of Directors
may be, but is not required to be, a Director of the Corporation. Any two or
more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election and until his successor shall have been
duly elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
(d) Each Officer and each employee and agent of the Corporation shall be
indemnified to the full extent and pursuant to the procedures specified in
Section 145 of the Delaware General Corporation Law.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of his resignation
to the Corporation.
Section 3 - Removal
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by that officer.
Section 4 - Vacancies
A vacancy, however caused, occurring in any Office shall be filled as these
Bylaws provide or by the Board of Directors.
Section 5 - Bonds
The Corporation may require any or all of its Officers or agents to post a bond,
or otherwise, to the Corporation for the faithful performance of their positions
or duties.
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Section 6 - Compensation
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by the Chairperson, Vice-Chairperson, President or Vice-President
and the Secretary or an Assistant Secretary or the Treasurer or Assistant
Treasurer, or any other Officer designated by the Board of Directors, certifying
that the number of shares owned by him or her in the Corporation, provided
however that where a certificate is signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, that signature may be a facsimile thereof. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate,
shall have ceased to hold that office before that certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of its issue.
(c) Certificates shall be issued in any form not inconsistent with the
Certificate of Incorporation and as shall be approved by the Board of Directors.
The certificates shall be numbered and registered on the books of the
Corporation, in the order in which they were issued.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or Destroyed Certificates
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 alleged to have been lost, stolen or destroyed if the owner: (a) so
requests before the Corporation has given notice that the shares have been
acquired by a bona fide purchaser, (b) files with the Corporation a sufficient
indemnity bond; and (c) satisfies such other requirements, including evidence of
such loss, theft or destruction, as may be imposed by the Corporation.
Section 3 - Transfers of Shares
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing the shares properly endorsed,
with any evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
the payment of all stock transfer taxes due thereon.
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(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, the share or shares on the part of any other person, whether or not it shall
have express or other notice thereof except as otherwise expressly provided by
law.
Section 4 - Record Date
(a) The Board of Directors may fix a date in advance, which shall not be more
than sixty, nor less than ten days before the meeting or action requiring a
determination of shareholders, as the record date for the determination of
shareholders entitled to receive notice of or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for a shareholder entitled to notice
of meeting shall be at the close of business on the day preceding the day on
which notice is given, or, if no notice is given, the day on which the meeting
is held, or if notice is waived, at the close of business on the day before the
day on which the meeting is held.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election, Term of Office, and
Indemnification
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
an officer whose duty is to record proceedings of shareholders' and Directors'
meetings and any other officers as the Board of Directors may from time to time
deem advisable. Any officer other than the Chairman of the Board of Directors
may be, but is not required to be, a Director of the Corporation. Any two or
more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election and until his successor shall have been
duly elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
(d) Each Officer and each employee and agent of the Corporation shall be
indemnified to the full extent and pursuant to the procedures specified in
Section 145 of the Delaware General Corporation Law.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of his resignation
to the Corporation.
Section 3 - Removal
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by that officer.
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Section 4 - Vacancies
A vacancy, however caused, occurring in any Office shall be filled as these
Bylaws provide or by the Board of Directors.
Section 5 - Bonds
The Corporation may require any or all of its Officers or agents to post a bond,
or otherwise, to the Corporation for the faithful performance of their positions
or duties.
Section 6 - Compensation
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by the Chairperson, Vice-Chairperson, President or Vice-President
and the Secretary or an Assistant Secretary or the Treasurer or Assistant
Treasurer, or any other Officer designated by the Board of Directors, certifying
that the number of shares owned by him or her in the Corporation, provided
however that where a certificate is signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, that signature may be a facsimile thereof. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate,
shall have ceased to hold that office before that certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of its issue.
(c) Certificates shall be issued in any form not inconsistent with the
Certificate of Incorporation and as shall be approved by the Board of Directors.
The certificates shall be numbered and registered on the books of the
Corporation, in the order in which they were issued.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or Destroyed Certificates
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 alleged to have been lost, stolen or destroyed if the owner: (a) so
requests before the Corporation has given notice that the shares have been
acquired by a bona fide purchaser, (b) files with the Corporation a sufficient
indemnity bond; and (c) satisfies such other requirements, including evidence of
such loss, theft or destruction, as may be imposed by the Corporation.
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Section 3 - Transfers of Shares
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing the shares properly endorsed,
with any evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, the share or shares on the part of any other person, whether or not it shall
have express or other notice thereof except as otherwise expressly provided by
law.
Section 4 - Record Date
(a) The Board of Directors may fix a date in advance, which shall not be more
than sixty, nor less than ten days before the meeting or action requiring a
determination of shareholders, as the record date for the determination of
shareholders entitled to receive notice of or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for a shareholder entitled to notice
of meeting shall be at the close of business on the day preceding the day on
which notice is given, or, if no notice is given, the day on which the meeting
is held, or if notice is waived, at the close of business on the day before the
day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, provided that such record date shall not be more than
sixty days before such action.
(c) The Board of Directors may fix, in advance, a date which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors as the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting, If no record date is fixed and no
prior action is required by the Board, the date shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery by hand or by certified or
registered mail, return receipt requested, to its registered office in this
State, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. If no record date is fixed by the Board of Directors
and prior action is required by law, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking the prior action.
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(d) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE VI- DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefore, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII- FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - Initial Bylaws
The initial Bylaws of the Corporation shall be adopted by the Board of Directors
at its organizational meeting.
Section 2 - By Shareholders
All By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 3 - By Directors
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, By-Laws of the Corporation; however, Bylaws made by the Board
may be altered or repealed, and new Bylaws made by the shareholders.
ARTICLE X - WAIVER OF NOTICE
Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these Bylaws, the meeting of shareholders, Board of Directors,
or committee thereof, or attendance at the meeting by any person, shall
constitute a waiver of notice of that meeting, except when the person attends
the meeting for the express purpose of objecting at the beginning of the
meeting, to the transaction of any 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 shareholders, Directors or committee
thereof needs to be specified in any written waiver of notice.
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ARTICLE XI- INTERESTED DIRECTORS
No contract or transaction shall be void or voidable if that contract or
transaction is between the Corporation and one or more of its Directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
officers, are Directors or Officers, or have a financial interest, when that
Director or officer is present at or participates in the meeting of the Board or
committee which authorizes the contract or transaction or his, her or their
votes are counted for such purpose, if:
(a) the material facts as to his, her or their relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
(b) the material facts as to his, her or their relationship or relationships or
interest or interests and as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or
(c) the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a committee or
the shareholders. Any interested Directors may be counted when determining the
presence of a quorum at the Board of Directors or committee meeting authorizing
the contract or transaction.
ARTICLE XII - FORM OF RECORDS
Any records maintained by the Corporation in its regular course of business,
including, but not limited to, its stock ledger, books of account and minute
book, may be kept on, or be in the form of punch cards, magnetic tape,
photographs, micro-photographs or any other information storage device, provided
that the records so kept may be converted into clearly legible written form
within a reasonable time. The Corporation shall so convert any of such records
so kept upon the request of any person entitled to inspect the same.
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