EXHIBIT 3.2
BYLAWS
OF
OBSCENE JEANS CORP.
1. OFFICES
1.1. Registered Office
The initial registered office of the Corporation shall be in 1522 Romallo Lane
Sarasota,Florida 34232.
1.2. Other Offices
The Corporation may also have offices at such other places, both within and
without the State of Florida as the Board of Directors may from time to time
determine or as may be necessary or useful in connection with the business of
the Corporation.
2. MEETINGS OF STOCKHOLDERS
2.1. Place of Meetings
All meetings of the stockholders shall be held at such place as may be fixed
from time to time by the Board of Directors, the Chairperson or the President.
Notwithstanding the foregoing, the Board of Directors may determine that the
meeting shall not be held at any place, but may instead be held by means of
remote communication.
2.2. Annual Meetings
Unless directors are elected by written consent in lieu of an annual meeting,
the Corporation shall hold annual meetings of stockholders, commencing with the
year 2009, on such date and at such time as shall be designated from time to
time by the Board of Directors, the Chairperson or the President, at which
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting. If a written consent electing
directors is less than unanimous, such action by written consent may be in lieu
of holding an annual meeting only if all of the directorships to which directors
could be elected at an annual meeting held at the effective time of such action
are vacant and are filled by such action.
2.3. Special Meetings
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Board of Directors, the
Chairperson or the President.
2.4. Notice of Meetings
Notice of any meeting of stockholders, stating the place, if any, date and hour
of the meeting, the means of remote communication, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such
meeting, and (if it is a special meeting) the purpose or purposes for which the
meeting is called, shall be given to each stockholder entitled to vote at such
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meeting not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not required as
provided in the Florida Business Corporation Act ("FBCA") or these Bylaws). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, the FBCA
2.5. Waivers of Notice
Whenever the giving of any notice is required by statute, the Certificate of
Incorporation or these Bylaws, a written waiver thereof signed by the person or
persons entitled to said notice, or a waiver thereof by electronic transmission
by the person entitled to said notice, delivered to the Corporation, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice (1) of such meeting, except when the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (2) (if it is a special meeting) of consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering
the matter at the beginning of the meeting.
2.6. Business at Special Meetings
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice (except to the extent that such notice is
waived or is not required as provided in the FBCA or these Bylaws).
2.7. List of Stockholders
After the record date for a meeting of stockholders has been fixed, at least ten
days before such meeting, the officer who has charge of the stock ledger of the
Corporation shall make a list of all stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder (but not the electronic mail address or other electronic contact
information, unless the Board of Directors so directs) and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the meeting: (1) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (2) during ordinary
business hours, at the principle place of business of the Corporation. If the
meeting is to be held at a place, then such list shall also, for the duration of
the meeting, be produced and kept open to the examination of any stockholder who
is present at the time and place of the meeting. If the meeting is to be held
solely by means of remote communication, then such list shall also be open to
the examination of any stockholder during the whole time of the meeting on
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.
2.8. Quorum at Meetings
Stockholders may take action on a matter at a meeting only if a quorum exists
with respect to that matter. Except as otherwise provided by statute or by the
Certificate of Incorporation, the holders of a majority of the shares entitled
to vote at the meeting, and who are present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by a class or series or classes
or series is required, a majority of the outstanding shares of such class or
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series or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter. Once a share is represented for any purpose at a meeting (other than
solely to object (1) to holding the meeting or transacting business at the
meeting, or (2) (if it is a special meeting) to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice), it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for the adjourned meeting. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.
2.9. Voting and Proxies
Unless otherwise provided in the FBCA or in the Corporation's Certificate of
Incorporation, and subject to the other provisions of these Bylaws, each
stockholder shall be entitled to one vote on each matter, in person or by proxy,
for each share of the Corporation's capital stock that has voting power and that
is held by such stockholder. No proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed appointment of proxy shall be irrevocable if the appointment form
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. If authorized by the
Board of Directors, and subject to such guidelines as the Board of Directors may
adopt, stockholders and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication, participate in a meeting of
stockholders and be deemed present in person and vote at such meeting whether
such meeting is held at a designated place or solely by means of remote
communication, provided that (1) the Corporation implements reasonable measures
to verify that each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder or proxy holder, (2) the
Corporation implements reasonable measures to provide such stockholders and
proxy holders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or
hear the proceedings of the meeting substantially concurrently with such
proceedings, and (3) if any stockholder or proxy holder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action is maintained by the Corporation.
2.10. Required Vote
When a quorum is present at any meeting of stockholders, all matters shall be
determined, adopted and approved by the affirmative vote (which need not be by
ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statutes or of the Certificate of Incorporation, a different vote is specified
and required, in which case such express provision shall govern and control with
respect to that vote on that matter. Where a separate vote by a class or classes
is required, the affirmative vote of the holders of a majority of the shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class. Notwithstanding the foregoing, directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.
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2.11. Action Without a Meeting
Any action required or permitted to be taken at a stockholders' meeting may be
taken without a meeting, without prior notice and without a vote, if the action
is taken by persons who would be entitled to vote at a meeting and who hold
shares having voting power equal to not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting at which
all shares entitled to vote were present and voted. The action must be evidenced
by one or more written consents describing the action taken, signed by the
stockholders entitled to take action without a meeting, and delivered to the
Corporation in the manner prescribed by the FBCA for inclusion in the minute
book. No consent shall be effective to take the corporate action specified
unless the number of consents required to take such action are delivered to the
Corporation within sixty days of the delivery of the earliest-dated consent. A
telegram, cablegram or other electronic transmission consenting to such action
and transmitted by a stockholder or proxy holder, or by a person or persons
authorized to act for a stockholder or proxy holder, shall be deemed to be
written, signed and dated for the purposes of this Section 2.11, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (1) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxy holder or by a person or persons authorized to act for the
stockholder or proxy holder and (2) the date on which such stockholder or proxy
holder or authorized person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is delivered to the Corporation in accordance with the FBCA. Written
notice of the action taken shall be given in accordance with the FBCA to all
stockholders who do not participate in taking the action who would have been
entitled to notice if such action had been taken at a meeting having a record
date on the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Corporation.
3. DIRECTORS
3.1. Powers
The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation
set forth in the Certificate of Incorporation or as otherwise may be provided in
the FBCA.
3.2. Number and Election
The number of directors which shall constitute the whole board shall not be
fewer than one (1) nor more than five (5). The first board shall consist of one
director. Thereafter, within the limits above specified, the number of directors
shall be determined by resolution of the Board of Directors.
3.3. Nomination of Directors
The Board of Directors shall nominate candidates to stand for election as
directors; and other candidates also may be nominated by any Corporation
stockholder, provided that such other nomination(s) are submitted in writing to
the Secretary of the Corporation no later than 90 days prior to the meeting of
stockholders at which such directors are to be elected, together with the
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identity of the nominator and the number of shares of the Corporation's stock
owned, directly or indirectly, by the nominator. The directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 3.4
hereof, and each director elected shall hold office until such director's
successor is elected and qualified or until the director's earlier death,
resignation or removal. Directors need not be stockholders.
3.4. Vacancies
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class may be filled by the affirmative vote of a
majority of the directors then in office, although fewer than a quorum, or by a
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by the affirmative vote of 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. Each director so
chosen shall hold office until the next election of directors and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal. In the event that one or more directors resign
from the Board, effective at a future date, a majority of the directors then in
office who were elected by holders of the same class of stock as the director(s)
so resigning, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold
office until the next election of directors, and until such director's successor
is elected and qualified, or until the director's earlier death, resignation or
removal.
3.5. Meetings
3.5.1. 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 of
Directors.
3.5.2. Special Meetings
Special meetings of the Board may be called by the Chairperson or President on
one day's notice to each director, either personally or by telephone, express
delivery service (so that the scheduled delivery date of the notice is at least
one day in advance of the meeting), telegram or facsimile transmission, and on
five days' notice by mail (effective upon deposit of such notice in the mail).
The notice need not describe the purpose of a special meeting.
3.5.3. Telephone Meetings
Members of the Board of Directors may participate in a meeting of the board by
any communication by means of which all participating directors can
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
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3.5.4. Action Without Meeting
Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if the action is taken by all members
of the Board. The action must be evidenced by one or more consents in writing or
by electronic transmission describing the action taken, signed by each director,
and delivered to the Corporation for inclusion in the minute book.
3.5.5. Waiver of Notice of Meeting
A director may waive any notice required by statute, the Certificate of
Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, or made by electronic transmission by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
3.6. Quorum and Vote at Meetings
At all meetings of the board, a quorum of the Board of Directors consists of at
least one (1) director, or a majority of the total number of directors
prescribed pursuant to Section 3.2 of these Bylaws if such number of directors
is greater than three (3). The vote 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 or by these Bylaws.
3.7. Committees of Directors
The Board of Directors may designate one or more committees, each committee to
consist of one or more directors. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by unanimous vote, appoint
another member of the Board of Directors to act at the meeting in the place of
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to approving or adopting, or recommending to
the stockholders, any action or matter expressly required by the FBCA to be
submitted to stockholders for approval or adopting, amending or repealing any
bylaw of the Corporation; and unless the resolution designating the committee,
these bylaws or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a certificate of ownership and merger. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors, when required. Unless otherwise specified in the Board resolution
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appointing the Committee, all provisions of the FBCA and these Bylaws relating
to meetings, action without meetings, notice (and waiver thereof), and quorum
and voting requirements of the Board of Directors apply, as well, to such
committees and their members.
3.8. Compensation of Directors
The Board of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore.
4. OFFICERS
4.1. Positions
The officers of the Corporation shall be a Chairperson, a President, a Secretary
and a Treasurer, and such other officers as the Board of Directors (or an
officer authorized by the Board of Directors) from time to time may appoint,
including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise
such powers and perform such duties as shall be set forth below and such other
powers and duties as from time to time may be specified by the Board of
Directors or by any officer(s) authorized by the Board of Directors to prescribe
the duties of such other officers. Any number of offices may be held by the same
person. As set forth below, each of the Chairperson, President, and/or any Vice
President may execute bonds, mortgages and other contracts under the seal of the
Corporation, if required, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.
4.2. Chairperson
The Chairperson shall be the presiding officer of the Corporation, shall (when
present) preside at all meetings of the Board of Directors and stockholders.
4.3. President
The President shall be the chief executive officer of the Corporation and shall
have full responsibility and authority for general and active management and
supervision of the operations of the Corporation for ensuring that all order and
resolutions of the Board of Directors are carried into effect, and for
performing all other duties which are incidental to the office of President. The
President may execute bonds, mortgages and other contracts, under the seal of
the Corporation, if required, 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.
4.4. Vice President
In the absence of the President or in the event of the President's inability or
refusal to act, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the President.
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4.5. Secretary
The Secretary shall have responsibility for preparation of minutes of meetings
of the Board of Directors and of the stockholders and for authenticating records
of the Corporation. The Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of Directors.
The Secretary or an Assistant Secretary may also attest all instruments signed
by any other officer of the Corporation.
4.6. Assistant Secretary
The Assistant Secretary, or if there be more than one, the Assistant Secretaries
in the order determined by the Board of Directors (or if there shall have been
no such determination, then in the order of their election), shall, in the
absence of the Secretary
or in the event of the Secretary's inability or refusal to act, perform the
duties and exercise the powers of the Secretary.
4.7. Treasurer
The Treasurer shall have responsibility for the custody of the corporate funds
and securities and shall see to it that full and accurate accounts of receipts
and disbursements are kept in books belonging to the Corporation. The Treasurer
shall render to the Chairperson, the President, and the Board of Directors, upon
request, an account of all financial transactions and of the financial condition
of the Corporation.
4.8. Assistant Treasurer
The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer.
4.9. Term of Office
The officers of the Corporation shall hold office until their successors are
chosen and qualify or until their earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. Any officer
elected or appointed by the Board of Directors may be removed at any time, with
or without cause, by the affirmative vote of a majority of the Board of
Directors.
4.10. Compensation
The compensation of officers of the Corporation shall be fixed by the Board of
Directors, or any committee established by the Board of Directors.
4.11. Fidelity Bonds
The Corporation may secure the fidelity of any or all of its officers or agents
by bond or otherwise.
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5. CAPITAL STOCK
5.1. Certificates of Stock; Uncertificated Shares
The shares of the Corporation shall be represented by certificates, provided
that the Board of Directors may provide by resolution that some or all of any or
all classes or series of the Corporation's stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the Board of Directors, every holder of stock
represented by certificates, and upon request every holder of uncertificated
shares, shall be entitled to have a certificate (representing the number of
shares registered in certificate form) signed in the name of the Corporation by
the Chairperson, President or any Vice President, and by the Treasurer,
Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation.
Any or all the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar whose signature or facsimile signature
appears on a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
5.2. Lost Certificates
The Board of Directors, Chairperson, President or Secretary may direct a new
certificate of stock to be issued in place of any certificate theretofore issued
by the Corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming that the certificate
of stock has been lost, stolen or destroyed. When authorizing such issuance of a
new certificate, the board or any such officer may, as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as the board or such officer shall require and/or to
give the Corporation a bond or indemnity, in such sum or on such terms and
conditions as the board or such officer may direct, as indemnity against any
claim that may be made against the Corporation on account of the certificate
alleged to have been lost, stolen or destroyed or on account of the issuance of
such new certificate or uncertificated shares.
5.3. Record Date
5.3.1. Actions by Stockholders
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date for the adjourned meeting.
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In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record 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. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the FBCA 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 in the
manner prescribed by the FBCA. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the FBCA,
the record date for determining stockholders 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 such prior action.
5.3.2. Payments
In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
5.4. Stockholders of Record
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, to receive
notifications, to vote as such owner, and to exercise all the rights and powers
of an owner. The Corporation 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 may be provided by the FBCA.
6. GENERAL PROVISIONS
6.1. Inspection of Books and Records
Any stockholder, in person or by attorney or other agent, shall, upon written
demand under oath stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the Corporation's records
as provided by the FBCA and to make copies or extracts there from. A proper
purpose shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand under
oath shall be directed to the Corporation at its registered office or at its
principal place of business.
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6.2. Dividends
The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Florida.
6.3. Reserves
The directors of the Corporation may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.
6.4. Execution of Instruments
All checks, drafts or other orders for the payment of money, and promissory
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.
6.5. Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.
6.6. Seal
The corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
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The foregoing Bylaws were adopted by the Board of Directors on September 21,
2009
Secretary
Rachel Stark-Cappelli
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