EXHIBIT 3.3
Amended and Restated Bylaws
AMENDED AND RESTATED BYLAWS
OF
SEW CAL LOGO, INC.
February 24, 2004
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. The registered office of Sew Cal Logo, Inc.,
(hereinafter the "Corporation") in the State of Nevada shall be c/o Ralph
Kinkade, 4063 Knoblock Road, Carson City, Nevada 89706. In addition to its
registered office, the Corporation shall maintain a principal office at a
location determined by the Board. The Board of Directors may change the
Corporation's registered office and principal office from time to time.
SECTION 1.2 Other Offices. The Corporation may also maintain offices at
such other place or places, either within or without the State of Nevada, as may
be designated from time to time by the Board of Directors (hereinafter the
"Board"), and the business of the Corporation may be transacted at such other
offices with the same effect as that conducted at the principal office.
SECTION 1.3 Corporate Seal. A corporate seal shall not be requisite to the
validity of any instrument executed by or on behalf of the Corporation, but
nevertheless if in any instance a corporate seal be used, the same shall be a
circle having on the circumference thereof the name of the Corporation and in
the center the words "corporate seal", the year incorporated, and the state
where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall
be held at the principal office of the Corporation between the hours of 9:00
a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to
time by the Board, or in the absence of direction by the Board, by the President
or Secretary of the Corporation, either 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. A special or annual meeting called by shareholders owning a
majority of the entire capital stock of the Corporation pursuant to Sections 2.2
or 2.3 shall be held at the place designated by the shareholders calling the
meeting in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2.2 Annual Meetings. Annual meetings of shareholders shall be held
on a date designated by the Board of Directors or if that day shall be a legal
holiday, then on the next succeeding business day, or at such other date and
time as shall be designated from time to time by the Board and stated in the
notice of the meeting. At the annual meeting, shareholders shall elect the Board
and transact such other business as may properly be brought before the meeting.
In the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.
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ARTICLE II - continued
SECTION 2.3 Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada
statute or by the Articles of Incorporation (hereinafter the "Articles"), may be
called by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board, or at the request in writing of
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote. Such request shall state the purpose
or purposes of the proposed meeting. In the event that the President or
Secretary fails to call a meeting pursuant to such a request, a special meeting
may be held on the written call of the shareholders owning a majority of the
entire capital stock of the Corporation issued, outstanding, and entitled to
vote.
SECTION 2.4 List of Shareholders. The officer who has charge of the stock
transfer books for shares of the Corporation shall prepare and make, no more
than two (2) days after notice of a meeting of shareholders is given, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each shareholder. Such list shall be open to examination and
copying by any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder present.
SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual
meeting stating the place, date and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given, either personally or by mail, to each shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. If mailed, such notice shall be deemed to be
delivered when mailed to the shareholder at his address as it appears on the
stock transfer books of the Corporation. Business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
unless determined otherwise by the unanimous vote of the holders of all of the
issued and outstanding shares of the Corporation present at the meeting in
person or represented by proxy.
SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of, or permitted to vote
at, any meeting of shareholders or any adjournment thereof, or for the purpose
of determining shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of, or permitted to vote at, a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of, or permitted to vote at, a meeting of
shareholders, or for the determination of shareholders entitled to receive
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ARTICLE II - continued
payment of a dividend, the record date shall be 4:00 p.m. on the day before the
day on which notice of the meeting is given or, if notice is waived, the record
date shall be the day on which, and the time at which, the meeting is commenced.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, provided that the board may fix a new record
date for the adjourned meeting and further provided that such adjournments do
not in the aggregate exceed thirty (30) days. The record date for determining
shareholders entitled to express consent to action without a meeting pursuant to
Section 2.9 shall be the date on which the first shareholder signs the consent.
SECTION 2.7 Quorum and Adjournment.
(a) The holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by Nevada statute or
by the Articles.
(b) Business may be conducted once a quorum is present and may
continue until adjournment of the meeting notwithstanding the withdrawal or
temporary absence of sufficient shares to reduce the number present to less
than a quorum. Unless the vote of a greater number or voting by classes is
required by Nevada statute or the Articles, the affirmative vote of the
majority of the shares then represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders; provided,
however, that if the shares then represented are less than required to
constitute a quorum, the affirmative vote must be such as would constitute
a majority if a quorum were present; and provided further, that the
affirmative vote of a majority of the shares then present shall be
sufficient in all cases to adjourn a meeting.
(c) If a quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote at the meeting, present
in person or represented by proxy, shall have power to adjourn the meeting
to another time or place, without notice other than announcement at the
meeting at which adjournment is taken, until a quorum shall be present or
represented. 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. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder
shall be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder, but no proxy shall
be voted or acted upon after six (6) months from its date, unless the proxy
provides for a longer period not to exceed seven (7) years.
SECTION 2.9 Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of a majority
of the outstanding shares entitled to vote with respect to the subject matter of
the action unless a greater percentage is required by law in which case such
greater percentage shall be required.
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ARTICLE II - continued
SECTION 2.10 Waiver. A shareholder's attendance at a meeting shall
constitute a waiver of any objection to defective notice or lack of notice of
the meeting unless the shareholder objects at the beginning of the meeting to
holding the meeting or transacting business at the meeting, and shall constitute
a waiver of any objection to consideration of a particular matter at the meeting
unless the shareholder objects to considering the matter when it is presented. A
shareholder may otherwise waive notice of any annual or special meeting of
shareholders by executing a written waiver of notice either before, at or after
the time of the meeting.
SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be
presided over by a chairman to be chosen, subject to confirmation after
tabulation of the votes, by a majority of the shareholders entitled to vote at
the meeting who are present in person or by proxy. The secretary for the meeting
shall be the Secretary of the Corporation, or if the Secretary of the
Corporation is absent, then the chairman initially chosen by a majority of the
shareholders shall appoint any person present to act as secretary. The chairman
shall conduct the meeting in accordance with the Corporation's Articles, Bylaws
and the notice of the meeting, and may establish rules for conducting the
business of the meeting. After calling the meeting to order, the chairman
initially chosen shall call for the election inspector, or if no inspector is
present then the secretary of the meeting, to tabulate the votes represented at
the meeting and entitled to be cast. Once the votes are tabulated, the shares
entitled to vote shall confirm the chairman initially chosen or shall choose
another chairman, who shall confirm the secretary initially chosen or shall
choose another secretary in accordance with this section. If directors are to be
elected, the tabulation of votes present at the meeting shall be announced prior
to the casting of votes for the directors.
SECTION 2.12 Election Inspector. The Board of Directors, in advance of any
shareholders meeting, may appoint an election inspector to act at such meeting.
If an election inspector is not so appointed or is not present at the meeting,
the chairman of the meeting may, and upon the request of any person entitled to
vote at the meeting shall, make such appointment. If appointed, the election
inspector will determine the number of shares outstanding, the authenticity,
validity and effect of proxies and the number of shares represented at the
meeting in person and by proxy; receive and count votes, ballots and consents
and announce the results thereof; hear and determine all challenges and
questions pertaining to proxies and voting; and, in general, perform such acts
as may be proper to ensure the fair conduct of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.1 Number and Election. The number of directors that shall
constitute the whole Board shall initially be one; provided, such number may be
changed by the shareholders so long as the number of directors shall not be less
than one or more than nine. Directors shall be elected by the shareholders, and
each director shall serve until the next annual meeting and until his successor
is elected and qualified, or until resignation or removal.
SECTION 3.2 Powers. The business and affairs of the Corporation shall be
managed by the Board, which may exercise all such powers of the Corporation and
do all such lawful acts as are not by Nevada statute, the Articles, or these
Bylaws directed or required to be exercised or done by the shareholders.
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ARTICLE III - continued
SECTION 3.3. Resignation of Directors. Any director may resign his office
at any time by giving written notice of his resignation to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein or, if no time be specified therein, at the time of the
receipt thereof, and the acceptance thereof shall not be necessary to make it
effective.
SECTION 3.4 Removal of Directors. Any director or the entire Board may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors at a meeting of
shareholders called expressly for that purpose.
SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal
of a director and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by the shareholders in accordance
with Section 3.1.
SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the
directors then serving, all meetings of the Board of Directors shall be held at
the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m.,
and such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.
SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held
immediately following the annual meeting of the shareholders and in the same
place as the annual meeting of shareholders. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board, or as
shall be specified in a written waiver of notice by all of the directors.
SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 3.9 Special Meetings. Special meetings of the Board may be called
by the President or the Secretary with seven (7) days notice to each director,
either personally, by mail, by telegram, or by telephone; special meetings shall
be called in like manner and on like notice by the President or Secretary on the
written request of two (2) directors and shall in such case be held at the time
requested by those directors, or if the President or Secretary fails to call the
special meeting as requested, then the meeting may be called by the two
requesting directors and shall be held at the time designated by those directors
in the notice.
SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall
consist of a majority of the number of directors then serving, but not less than
two (2) directors, provided that if and when a Board comprised of one member is
authorized, or in the event that only one director is then serving, then one
director shall constitute a quorum. If a quorum shall not be present at any
meeting of the Board, the directors then present may adjourn the meeting to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present. If a quorum is present, then the affirmative
vote of a majority of directors present is the act of the Board of Directors.
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ARTICLE III - continued
SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the
Articles or these Bylaws, any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting,
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
SECTION 3.12 Committees of the Board. The Board, by resolution, adopted by
a majority of the full Board, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution and permitted by law, shall have and may exercise all the
authority of the Board. The Board, with or without cause, may dissolve any such
committee or remove any member thereof at any time. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility imposed by law.
SECTION 3.13 Compensation. To the extent authorized by resolution of the
Board and not prohibited or limited by the Articles, these Bylaws, or the
shareholders, a director may be reimbursed by the Corporation for his expenses,
if any, incurred in attending a meeting of the Board of Directors, and may be
paid by the Corporation a fixed sum or a stated salary or both for attending
meetings of the Board. No such reimbursement or payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 3.14 Waiver. A director's attendance at or participation in a
meeting shall constitute a waiver of any objection to defective notice or lack
of notice of the meeting unless the director objects at the beginning of the
meeting or promptly upon his arrival to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. A director may otherwise waive notice of any annual,
regular or special meeting of directors by executing a written notice of waiver
either before or after the time of the meeting.
SECTION 3.15 Chairman of the Board. A Chairman of the Board may be
appointed by the directors. The Chairman of the Board shall perform such duties
as from time to time may be assigned to him by the Board, the shareholders, or
these Bylaws. The Vice Chairman, if one has been elected, shall serve in the
Chairman's absence.
SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:
(a) The Chairman of the Board;
(b) The Vice Chairman;
(c) The President of the Corporation; or
(d) A director chosen by a majority of the directors present, or if a
majority is unable to agree on who shall act as chairman, then the
director with the earliest date of birth shall act as the chairman.
The Secretary of the Corporation, or if he shall be absent from such
meeting, the person whom the chairman of such meeting appoints, shall act as
secretary of such meeting and keep the minutes thereof. The order of business
and rules of procedure at each meeting of the Board shall be determined by the
chairman of such meeting, but the same may be changed by the vote of a majority
of those directors present at such meeting. The Board shall keep regular minutes
of its proceedings.
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ARTICLE IV
OFFICERS
SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation
shall be chosen by the Board of Directors and shall include a President, a
Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice
Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice
President, additional Vice Presidents, one or more assistant secretaries and
assistant treasurers, or any other officer appointed by the Board. Any number of
offices may be held by the same person, unless the Articles or these Bylaws
otherwise provide. If only one person is serving as an officer of this
Corporation, he or she shall be deemed to be President and Secretary. An officer
shall have such authority and shall perform such duties in the management of the
Corporation as may be provided by the Articles or these Bylaws, or as may be
determined by resolution of the Board or the shareholders in accordance with
Article V.
SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate
officers, agents or employees as the Board may deem necessary or advisable,
including one or more additional Vice Presidents, one or more assistant
secretaries, and one or more assistant treasurers, each of whom shall hold
office for such period, have authority and perform such duties as are provided
in these Bylaws or as the Board may from time to time determine. The Board may
delegate to any executive officer or to any committee the power to appoint any
such additional officers, agents or employees. Notwithstanding the foregoing, no
assistant secretary or assistant treasurer shall have power or authority to
collect, account for, or pay over any tax imposed by any federal, state or city
government.
SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the
Corporation shall be appointed by the Board and each officer shall serve at the
pleasure of the Board until the next annual meeting and until a successor is
appointed and qualified, or until resignation or removal.
SECTION 4.4 Resignation. Any officer may resign his office at any time by
giving written notice of his resignation to the President or the Secretary of
the Corporation. Such resignation shall take effect at the time specified
therein or, if no time be specified therein, at the time of the receipt thereof,
and the acceptance thereof shall not be necessary to make it effective.
SECTION 4.5 Removal. Any officer or agent may be removed by the Board
whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Appointment of an officer or agent shall not of
itself create contract rights.
SECTION 4.6 Vacancies. A vacancy in any office, because of death,
resignation, removal, or any other cause, shall be filled for the unexpired
portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of
this Article IV for appointment to such office.
SECTION 4.7 The President. The President shall preside at all meetings of
shareholders. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation. He may sign,
when authorized by the Board, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
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ARTICLE IV - continued
other officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of the President and such other duties as may be prescribed by the
Board from time to time.
SECTION 4.8 The Vice President. Each Vice President shall have such powers
and perform such duties as the Board or the President may from time to time
prescribe and shall perform such other duties as may be prescribed by these
Bylaws. At the request of the President, or in case of his absence or inability
to act, the Vice President or, if there shall be more than one Vice President
then in office, then one of them who shall be designated for the purpose by the
President or by the Board shall perform the duties of the President, and when so
acting shall have all powers of, and be subject to all the restrictions upon,
the President.
SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and
keep the minutes of, all meetings of the Board and of the shareholders; he shall
cause to be given notice of all meetings of the shareholders and directors; he
shall be the custodian of the seal of the Corporation and shall affix the seal,
or cause it to be affixed, to all proper instruments when deemed advisable by
him; he shall have charge of the stock book and also of the other books, records
and papers of the Corporation relating to its organization as a Corporation, and
shall see that the reports, statements and other documents required by law are
properly kept or filed; and he shall in general perform all the duties incident
to the office of Secretary. He may sign, with the President, certificates of
stock of the Corporation. He shall also have such powers and perform such duties
as are assigned to him by these Bylaws, and he shall have such other powers and
perform such other duties, not inconsistent with these Bylaws, as the Board
shall from time to time prescribe. If no officer has been named as Secretary,
the duties of the Secretary shall be performed by the President or a person
designated by the President.
SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all the funds and securities of the Corporation and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all monies and other valuable
effects in the name of and to the credit of the Corporation in such banks and
other depositories as may be designated by the Board, or in the absence of
direction by the Board, by the President; he 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 to the directors at the
regular meetings of the Board or whenever they may require it, a statement of
all his transactions as Treasurer and an account of the financial condition of
the Corporation; and, in general, he shall perform all the duties incident to
the office of Treasurer and such other duties as may from time to time be
assigned to him by the Board. He may sign, with the President or a Vice
President, certificates of stock of the Corporation. If no officer has been
named as Treasurer, the duties of the Treasurer shall be performed by the
President or a person designated by the President.
SECTION 4.11 Compensation. The Board shall have the power to set the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to set the compensation of such subordinate officers.
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ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION 5.1 Limit on Authority. No officer or agent of the Corporation
shall be authorized to incur obligations on behalf of the Corporation except as
authorized by the Articles or these Bylaws, or by resolution of the Board or the
shareholders. Such authority may be general or confined to specific instances.
SECTION 5.2 Contracts and Other Obligations. To the extent authorized by
the Articles or these Bylaws, or by resolution of the Board or the shareholders,
officers and agents of the Corporation may enter into contracts, execute and
deliver instruments, sign and issue checks, and otherwise incur obligations on
behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an assistant secretary. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Corporation itself or one of its
employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with 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 Board may prescribe.
SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall
determine that the consideration received or to be received for the shares is
adequate. A certificate shall not be issued for any share until such share is
fully paid.
SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be August 31.
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ARTICLE VIII
DIVIDENDS
From time to time the Board may declare, and the Corporation may pay
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify and advance litigation expenses to its
directors, officers, employees and agents to the extent permitted by law, the
Articles or these Bylaws, and shall indemnify and advance litigation expenses to
its directors, officers, employees and agents to the extent required by law, the
Articles or these Bylaws. The Corporation's obligations of indemnification, if
any, shall be conditioned on the Corporation receiving prompt notice of the
claim and the opportunity to settle and defend the claim. The Corporation may,
to the extent permitted by law, purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
Corporation.
ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered, or amended, or substitute Bylaws may
be adopted at any time by a majority of the Board at any regular or special
meeting, or by the shareholders at a special meeting called for that purpose.
Any amendment made by the shareholders may not be amended by the Board unless
authorized by the shareholders. No amendment made by the Board that impairs the
rights of any shareholder shall be valid.
IN WITNESS WHEREOF, the undersigned, being the directors of
Calvert Corporation, adopt the foregoing Bylaws, effective as of the date first
written above.
DIRECTOR:
/s/ Richard Songer
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Richard Songer
CERTIFICATION
The undersigned, as Secretary of Sew Cal Logo, Inc. hereby certifies that
the foregoing Bylaws were duly adopted by the Board of Directors.
/s/ Judy Songer
------------------------
Judy Songer
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