EXHIBIT 3.2
BY-LAWS
OF
M. INC.
ARTICLE I. - OFFICES
THE OFFICE OF THE CORPORATION SHALL BE LOCATED IN ANY CITY AND STATE DESIGNATED
BY THE BOARD OF DIRECTORS. THE CORPERAT~ON MAY ALSO MAINTAIN OTHER OFFICES AT
SUCH OTHER PLACES WITHIN OR WITHOUT THE UNITED STATES AS THE BOARD OF DIRECTORS
MAY, FROM TIME TO TIME. DETERMINE.
ARTICLE II. - STOCKHOLDERS
1. ANNUAL MEETING.
THE ANNUAL MEETING OF THE STOCKHOLDERS SHALL BE HELD IF CALLED BY THE
BOARD OF DIRECTORS WITHIN FIVE MONTHS AFTER THE CLOSE OF THE FISCAL YEAR OF THE
CORPORATION, FOR THE PURPOSE OF ELECTING DIRECTORS, AND TRANSACTING SUCH CTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
2. SPECIAL MEETINGS.
SPECIAL MEETINGS OF THE STOCKHOLDERS, FOR ANY PURPOSE OR PURPOSES. UNLESS
OTHERWISE PRESCRIBED BY STATUTE. MAY BE CALLED BY THE PRESIDENT OR BY THE
DIRECTORS, AND SHALL BE CALLED BY THE PRESIDENT AT THE REQUEST OF THE HOLDERS OF
NOT LESS THAN 10 PER CENT OF ALL THE OUTSTANDING SHARES OF THE CORPORATION
ENTITLED TO VOTE AT THE MEETING.
3. PLACE OF MEETING
THE DIRECTORS MAY DESIGNATE ANY PLACE, EITHER WITHIN OR WITHOUT THE STATE
UNLESS OTHERWISE PRESSCRIBED BY STATUTE, AS THE PLACE OF MEETING FOR ANY ANNUAL
MEETING OR FOR ANY SPECIAL MEETING CALLED BY THE DIRECTORS. A WAIVER OF NOTICE
SIGNED BY ALL STOCKHOLDERS ENTITLED .:O VOTE AT A MEETING MAY DESIGNATE ANY
PLACE, EITHER WITHIN OR WITHOUT THE STATE UNLESS OTHERWISE PRESCRIBED BY
STATUTE, AS THE PLACE FOR NOLDIJ; SUCH MEETING. IF NO DESIGNATION IS MADE, OR IF
A SPECIAL MEETING BE OTHERWISE CALLED, THE PLACE OF MEETING SHALL BE THE
PRINCIPAL OFFICE OF THE CORPORATION.
By Laws (1)
4. NOTICE OF MEETING
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than 10 nor more than 50 days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or persons calling the meeting, to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address ass it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, 30 days. If t:-.e stock transfer books shall be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least 15
days immediately preceding such meeting. In lieu of closing the stock transfer
books,the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than 45 days
and, in case of a meeting of stockholders, not less than 15 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
6. QUORUM.
At any meeting of stockholders 50: of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy. shall
constitute a quorum at a meeting of
By Laws (2)
stockholders. If less than said number of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
7. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.
8. VOTING
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder,the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
ARTICLE III. - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in a] 1 cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER,TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of three and
a maximum of ten. Each director shall hold office until the next annual meeting
of stockholders and until his successor shall have been elected and qualifi.d.
3. REGULAR MEETINGS.
By Laws (3)
A REGULAR MEETING OF THE DIRECTORS, SHALL BE HELD WITHOUT OTHER NOTICE
THAN THIS BY-LAW IMMEDIATELY AFTER, AND AT THE SAME PLACE AS, THE ANNUAL MEETING
OF STOCKHOLDERS. THE DIRECTORS MAY PROVIDE, BY RESOLUTION, THE TIME AND PLACE
FOR THE HOLDING OF ADDITIONAL REGULAR MEETINGS WITHOUT OTHER NOTICE THAN SUCH
RESOLUTION.
4. SPECIAL MEETINGS.
SPECIAL MEETINGS OF THE DIRECTORS MAY BE CALLED BY OR AT THE REQUEST OF
THE PRESIDENT OR ANY TWO DIRECTORS. THE PERSON OR PERSONS AUTHORIZED TO CALL
SPECIAL MEETINGS OF THQ DIRECTORS MAY FIX THE PLACE FOR HOLDING ANY SPECIAL
MEETING OF THE DIRECTORS CALLED BY THEM.
5. NOTICE
NOTICE OF ANY SPECIAL MEETING SHALL BE GIVEN AT LEAST 5 DAYS PREVIOUSLY
THERETO BY WRITTEN NOTICE DELIVERED PERSONALLY. OR BY TELEGRAM OR MAILED TO EACH
DIRECTOR AT HIS BUSINESS ADDRESS. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE
DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL SO ADDRESSED,WITH POSTAGE
THEREON PREPAID. IF NOTICE BE GIVEN BY TELEGRAM, SUCH NOTICE SHALL BE DEEMED TO
BE DELIVERED WHEN THE TELEGRAM IS DELIVERED TO THE TELEGRAPH COMPANY. THE
ATTENDANCE OF A DIRECTOR AT A MEETING SHALL CONSTITUTE A WAIVER OF NOTICE OF
SUCH MEETING, EXCEPT WHERE A DIRECTOR ATTENDS A MEETING FOR THE EXPRESS PURPOSE
OF OBJECTING TO THE TRANSACTION OF ANY BUSINESS BECAUSE THE MEETING 13 NOT
LAWFULLY CALLED OR CONVENED.
6. QUORUM
AT ANY MEETING OF THE DIRECTORS TWO DIRECTORS SHALL CONSTITUTE A QUORUM
FOR THE TRANSACTION OF BUSINESS, BUT IF LESS THAN SAID NUMBER IS PRESENT AT A
MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME
TO TIME WITHOUT FURTHER NOTICE.
7. MANNER OF ACTING
THE ACT OF THE MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A
QUORUM IS PRESENT SHALL BE THE ACT OF THE DIRECTORS.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
NEWLY CREATED DIRECTORSHIPS RESULTING FROM AN INCREASE IN THE NUMBER OF
DIRECTORS AND VACANCIES OCCURRING IN THE BOARD FOR ANY REASON EXCEPT THE REMOVAL
OF DIRECTORS WITHOUT CAUSE MAY BE FILLED BY A VOTE OF A MAJORITY OF THE
DIRECTORS
By Laws (4)
THEN IN OFFICE, ALTHOUGH LESS THAN A QUORUM EXISTS. VACANCIES OCCURRING BY
REASON OF THE REMOVAL OF DIRECTORS WITHOUT CAUSE SHALL BE FILLED BY VOTE OF THE
STOCKHOLDERS. A DIRECTOR ELECTED TO FILL A VACANCY CAUSED BY RESIGNATION, DEATH
OR REMOVAL SHALL BE ELECTED TO HOLD OFFICE FOR THE UNEXPIRED TERM OF HIS
PREDECESSOR.
9. REMOVAL OF DIRECTORS
ANY OR ALL OF THE DIRECTORS MAY BE REMOVED FOR CAUSE BY VOTE OF THE
STOCKHOLDERS OR BY ACTION OF THE BOARD. DIRECTORS MAY BE REMOVED WITHOUT CAUSE
ONLY BY VOTE OF THE STOCKHOLDERS.
10. 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
OR SUCH OFFICER, AND THE ACCEPTANCE OF THE RESIGNATION SHALL NOT BE NECESSARY TO
MAKE IT EFFECTIVE.
11. 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.
12. PRESUMPTION OF ASSENT.
A DIRECTOR OF THE CORPORATION WHO IS PRESENT AT A MEETING OF THE DIRECTORS
AT WHICH ACTION ON ANY CORPORATE MATTER IS TAKEN SHALL BE PRESUMED TO HAVE
ASSENTED TO THE ACTION TAKEN UNLESS HIS DISSENT SHALL BE ENTERED IN THE MINUTES
OF THE MEETING OR UNLESS HE SHALL FILE HIS WRITTEN DISSENT TO SUCH ACTION WITH
THE PERSON ACTING AS THE SECRETARY OF THE MEETING BEFORE THE ADJOURNMENT THEREOF
OR SHALL FORWARD SUCH DISSENT BY REGISTERED MAIL TO THE SECRETARY OF THE
CORPORATION IMMEDIATELY AFTER THE ADJOURNMENT OF THE MEETING. SUCH RIGHT TO
DISSENT SHALL NOT APPLY TO A DIRECTOR WHO VOTED IN FAVOR OF SUCH ACTION.
13. EXECUTIVE AND OTHER COMMITTEES.
THE BOARD, BY RESOLUTION, MAY DESIGNATE FROM AMONG IT3 MEMBERS AN
EXECUTIVE COMMITTEE AND OTHER COMMITTEES, EACH CONSIS'.ING OF THREE OR MORE
DIRECTORS. EACH SUCH COMMITTEE SHALL SERVE AT THE PLEASURE OF THE BOARD.
By Laws (5)
ARTICLE IV. - OFFICERS
1. NUMBER
The officers of the corporation shail be a president, a vice-president, a
secretary and a treas,. -er, each of whom shall be elected by the directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors. Any two or more offices may be held by
the same person.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected at a meeting of the directors held when determined by the directors.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected oor appointed by the directors may be removed
by the directors whenever in their judgment the best interests'of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any. of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V. - CONTRACTS LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
By Laws (6)
2. LOANS
NO LOANS SHALL BE CONTRACTED ON BEHALF OF THE CORPORATION AND NO EVIDENCES
OF INDEBTEDNESS SHALL BE ISSUED IN ITS NAME UNLESS AUTHORIZED BY A RESOLUTION OF
THE DIRECTORS. SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC INSTANCES.
3. CHECKS. DRAFTS. ETC.
ALL CHECKS, DRAFTS OR OTHER ORDERS FOR THE PAYMENT OF MONEY, NOTES OR
OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF THE CORPORATION, SHALL BE
SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF THE CORPORATION AND IN
SUCH MANNER AS SHALL FROM TIME TO TIME BE DETERMINED BY RESOLUTION OF THE
DIRECTORS.
4. DEPOSITS.
ALL FUNDS OF THE CORPORATION NOT OTHERWISE EMPLOYED SHALL BE DEPOSITED
FROM TIME TO TIME TO THE CREDIT OF THE CORPORATION IN SUCH BANKS, TRUST
COMPANIES OR OTHER DEPOSITARIES AS THE DIRECTORS MAY SELECT.
ARTICLE VI. - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES
CERTIFICATES REPRESENTING SHARES OF THE CORPORATION SHALL BE IN SUCH FORM
AS SHALL BE DETERMINED BY THE DIRECTORS. SUCH CERTIFICATES SHALL BE SIGNED BY
THE PRESIDENT AND BY THE SECRETARY OR BY SUCH OTHER OFFICERS AUTHORIZED BY LAW
AND BY THE DIRECTORS. ALL CERTIFICATES FOR SHARES SHALL BE CONSECUTIVELY
NUMBERED OR OTHERWISE IDENTIFIED. THE NAME AND ADDRESS OF THE STOCKHOLDERS, THE
NUMBER OF SHARES AND DATE OF ISSUE, SHALL BE ENTERED ON THE STOCK TRANSFER BOOKS
OF THE CORPORATION. ALL CERTIFICATES SURRENDERED TO THE CORPORATION FOR TRANSFER
SHALL BE CANCELED AND NO NEW CERTIFICATE SHALL BE ISSUED UNTIL THE FORMER
CERTIFICATE FOR A LIKE NUMBER OF SHARES SHALL HAVE BEEN SURRENDERED AND
CANCELED, EXCEPT THAT IN CASE OF A LOST, DESTROYED OR MUTILATED CERTIFICATE A
NEW ONE MAY BE ISSUED THEREFOR UPON SUCH TERMS AND INDEMNITY TO THE CORPORATION
AS THE DIRECTORS MAY PRESCRIBE.
2. TRANSFERS OF SHARES
(A) UPON SURRENDER TO THE CORPORATION OR THE TRANSFER AGENT OF THE
CORPORATION OF A CERTIFICATE FOR SHARES DULY ENDORSED OR ACCOMPANIED BY PROPER
EVIDENCE OF SUCCESSION, ASSIGNMENT OR AUTHORITY TO TRANSFER, IT SHALL BE THE
DUTY OF THE CORPORATION TO ISSUE A NEW CERTIFICATE TO THE PERSON ENTITLED
THERETO, AND CANCEL THE OLD CERTIFICATE; EVERY SUCH
By Laws (7)
TRANSFER SHALL BE ENTERED ON THE TRANSFER BOOK OF THE CORPORATION WHICH SHALL BE
KEPT AT ITS PRINCIPAL OFFICE.
(B) THE CORPORATION SHALL BE ENTITLED TO TREAT THE HOLDER OF RECORD OF ANY
SHARE AS THE HOLDER IN FACT THEREOF, AND, ACCORDINGLY, 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 NOC IT SHALL HAVE EXPRESS OR OTHER NOTICE
THEREOF, EXCEPT AS EXPRESSLY PROVIDED BY THE LAWS OF THIS STATE.
ARTICLE VII. - FISCAL YEAR
THE FISCAL YEAR OF THE CORPORATION SHALL BEGIN ON THE 1ST DAY OF JULY IN
EACH YEAR.
ARTICLE VIII. - DIVIDENDS
THE DIRECTORS MAY FROM TIME TO TIME DECLARE, AND THE CORPORATION MAY PAY,
DIVIDENDS ON ITS OUTSTANDING SHARES IN THE MANNER AND UPON THE TERMS AND
CONDITIONS PROVIDED BY LAW.
ARTICLE IX. - SEAL
THE DIRECTORS SHALL PROVIDE A CORPORATE SEAL WHICH SHALL BE CIRCULAR IN
FORM AND SHALL HAVE INSCRIBED THEREON THE NAME OF THE CORPORATION AND THE WORDS,
"CORPORATE SEAL".
ARTICLE X. - WAIVER OF NOTICE
UNLESS OTHERWISE PROVIDED BY LAW, WHENEVER ANY NOTICE IS REQUIRED TO BE
GIVEN TO ANY STOCKHOLDER OR DIRECTOR OF THE CORPORATION UNDER THE PROVISIONS OF
THESE BY-LAWS OR UNDER THE PROVISIONS OF THE ARTICLES OF INCORPORATION, A WAIVER
THEREOF IN WRITING, SIGNED BY THE PERSON OR PERSONS ENTITLED TO SUCH NOTICE,
WHETHER BEFORE OR AFTER THE TIME STATED THEREIN, SHALL BE DEEMED EQUIVALENT TO
THE GIVING OF SUCH NOTICE.
ARTICLE XI. - AMENDMENTS
THESE BY-LAWS MAY BE ALTERED,AMENDED OR REPEALED AND NEW BY-LAWS MAY BE
ADOPTED BY A VOTE OF' THE STOCKHOLDERS REPRESENTING A MAJORITY OF' ALL THE
SHARES ISSUED AND OUTSTANDING, AL ANY ANNUAL STOCKHOLDERS' MEETING OR AT ANY
SPECIAL STOCKHOLDERS' MEETING; WHEN THE PROPOSED AMENDMENT HAS BEEN SET OUT IN
THE NOTICE OF SUCH MEETING.
By Laws (8)