BYLAWS OF
TRIM HOLDING GROUP
(A NEVADA CORPORATION)
TABLE OF CONTENTS
PAGE
ARTICLE I OFFICES 3
Section 1 Registered Office and Agent 3
Section 2 Other Offices 3
ARTICLE II MEETINGS OF STOCKHOLDERS 3
Section 1 Time and Place of Meetings 3
Section 2 Annual Meetings 3
Section 3 Special Meetings 4
Section 4 Quorum 4
Section 5 Voting 5
Section 6 Consent of Stockholders in Lieu of Meeting 5
Section 7 List of Stockholders Entitled to Vote 5
Section 8 Stock Ledger 6
Section 9 Meeting by Remote Communication 6
ARTICLE III DIRECTORS 6
Section 1 Number and Election of Directors 6
Section 2 Vacancies 6
Section 3 Duties and Powers 7
Section 4 Meetings 7
Section 5 Quorum 7
Section 6 Actions of Board 7
Section 7 Meetings by Means of Telephone Conference 7
Section 8 Committees 7
Section 9 Compensation 8
Section 10 Interested Directors 8
ARTICLE IV OFFICERS 8
Section 1 General 8
Section 2 Election 9
Section 3 Voting Securities Owned by the Corporation 9
Section 4 Chairman of the Board of Directors 9
Section 5 President 9
Section 6 Vice Presidents 10
Section 7 Secretary 10
Section 8 Treasurer 10
Section 9 Assistant Secretaries 11
Section 10 Assistant Treasurers 11
Section 11 Other Officers 11
ARTICLE V STOCK 11
Section 1 Form of Certificates 11
Section 2 Signatures 11
Section 3 Lost Certificates 11
Section 4 Transfers 12
Section 5 Record Date 12
Section 6 Beneficial Owners 12
ARTICLE VI NOTICES 12
Section 1 Notices 12
Section 2 Waivers of Notice 13
ARTICLE VII GENERAL PROVISIONS 13
Section 1 Dividends 13
Section 2 Disbursements 13
Section 3 Fiscal Year 13
Section 4 Corporate Seal 13
ARTICLE VIII INDEMNIFICATION 13
Section 1 Power to Indemnify in Actions, Suits or Proceedings other Than
Those by or in the Right of the Corporation 13
Section 2 Power to Indemnify in Actions, Suits or Proceedings by or in
the
Right of the Corporation 14
Section 3 Authorization of Indemnification 14
Section 4 Good Faith Defined 14
Section 5 Indemnification by a Court 15
Section 6 Expenses Payable in Advance 15
Section 7 Nonexclusively of Indemnification and Advancement of Expenses
15
Section 8 Insurance 16
Section 9 Certain Definitions 16
Section 10 Survival of Indemnification and Advancement of Expenses 16
Section 11 Limitation on Indemnification 16
Section 12 Indemnification of Employees and Agents 16
ARTICLE IX AMENDMENTS 17
Section 1 Amendments 17
BYLAWS OF
TRIM HOLDING GROUP
(The "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office and Agent. The registered office and registered
agent of the Corporation shall be set forth in the certificate of
incorporation of the corporation, as may be amended from time to time.
Section 2. Other Offices. The Corporation may also have offices at such
Other places both within and without the State of Nevada as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. Meetings of the stockholders
for
the election of directors or for any other purpose shall be held at such times
and places, within or without the State of Nevada, as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof. The Board of Directors may,
in its sole discretion, determine that the meeting shall not be held at any
place but may instead be held solely by means of remote communication.
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 a meeting of
stockholders whether such meeting is to be held at a designated place or
solely by means of remote communication provided (a) the Corporation shall
implement reasonable measures to verify that each person deemed present
and permitted to vote by remote communication is a stockholder or proxy
holder, (b) the Corporation shall implement 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, and
(c) 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
shall be maintained by the Corporation.
Section 2. Annual Meetings. The Annual Meetings of Stockholders
shall be
held no later than nine months following year end in each year (if not a legal
holiday, and, if a legal holiday, then on the next business day) or at such
other date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meetings
the stockholders shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
All election of directors shall be by written ballot. The Board of Directors
may authorize that requirement of a written ballot shall be satisfied by
a ballot submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the stockholder or proxy holder. Written notice of the
Annual Meeting stating the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such meeting shall be
given to each stockholder entitled to vote at such meeting not less than
ten nor more than sixty days before the date of the meeting. Any notice
given to the stockholders by the Corporation under the Certificate of
Incorporation, or these Bylaws shall be effective if given by a form
of electronic transmission consented to by the stockholder to whom the
notice is given. The consent shall be revocable by the stockholder by written
notice to the Corporation. Any such consent shall be deemed revoked if (a) the
Corporation is unable to deliver by electronic transmission two consecutive
notices given by the Corporation in accordance with such consent and (b) such
inability becomes known to the Secretary or an Assistant Secretary of the
Corporation or to the transfer agent, or other person responsible for
the giving of notice. Inadvertent failure to treat such inability as a
revocation shall not invalidate any meeting or other action. Notice by
electronic transmission shall be deemed given (a) if by facsimile
telecommunication, when directed to a number at which the stockholder has
consented to receive notice; (b) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (c) if by posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later
of (i) such posting and (ii) the giving of such separate notice; and (d) if by
any other form of electronic transmission , when directed to the stockholder.
Section 3. Special Meetings. Unless otherwise prescribed by law or by
the
Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Chairman, if there be
one, or (ii) the President, (iii) any Vice President, if there be one, (iv)
the Secretary or (v) any Assistant Secretary, if there be one, and shall be
called by any such officer at the request in writing of a majority of the Board
of Directors or at the request in writing of stockholders owning a majority of
the capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Written notice of a Special Meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.
Section 4. Quorum. Except as otherwise provided by law or by
the
Certificate of Incorporation, the holders of one-third (1/3) of the capital
stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed. If the adjournment
is for more than thirty 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 stockholder entitled to vote at the meeting.
Section 5. Voting. Unless otherwise required by law, the
Certificate of
Incorporation or these Bylaws, any question brought before any meeting
of stockholders shall be decided by the vote of the holders of a majority of
the stock represented and entitled to vote thereat. Each stockholder
represented at a meeting of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy but no proxy shall
be voted on or after three years from its date, unless such proxy provides for
a longer period. The Board of Directors, in its discretion, or the officer of
the Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.
Section 6. Consent of Stockholders in Lieu of Meeting. Unless
otherwise
provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, 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 outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. An electronic transmission
consenting to an action to be taken and transmitted by a stockholder or proxy
holder, shall be deemed to be written, signed and dated provided that any such
electronic transmission sets forth or is delivered with information from which
the Corporation can determine (a) that the electronic transmission was
transmitted by the stockholder or proxy holder and (b) the date on which the
stockholder or proxy holder transmitted the electronic transmission. The date
on which the electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by electronic
transmission shall be deemed to have been delivered until such consent
is reproduced in paper form and until such paper form shall be delivered to
the Corporation by delivery to the registered office of the Corporation in the
State of Nevada, its principal place of business or an officer or agent of
the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested. The Board of Directors may, by resolution, provide
that the consent by electronic transmission may be delivered to the
Corporation's principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.
Section 7. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder
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,
(a) 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 (b) during ordinary business hours, at the principal
place of business of the Corporation. If the list is made available on an
electronic network, the Corporation shall take reasonable steps to ensure
that the information is available only to Stockholders of the Corporation.
If the meeting is to be held at a place, the list shall be produced and kept
at the time and place of the meeting during the whole time thereof, and may
be inspected by any stockholder of the Corporation who is present. If the
meeting is to be held solely by means of remote communication, then the
list shall be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such a list shall be provided with the notice
of the meeting.
Section 8. Stock Ledger. The stock ledger of the Corporation shall be
the
only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 7 of this Article II or the books
of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 9. Meeting by Remote Communication. The Corporation, at its
option, may permit stockholders to participate in and hold a meeting by means
of remote communication, including conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, provided that (i) the Corporation
implement 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, (ii) the Corporation implement 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 (iii)
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 shall be maintained by the corporation. Participation in a meeting by
such means shall constitute presence in person at the meeting.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The Board of Directors
shall
consist of not less than one or more than eleven members, the exact number of
which shall initially be fixed by the Incorporator. Thereafter, subject to any
limitations specified by law or in the Certificate of Incorporation, the number
of directors may be increased or decreased by resolution adopted by a majority
of the Board of Directors. Except as provided in Section 2 of this Article,
directors shall be elected by a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office
until the next Annual Meeting and until his successor is duly elected and
qualified, or until his earlier resignation or removal. Any director may
resign at any time upon notice to the Corporation. Directors need not be
stockholders.
Section 2. Vacancies. Vacancies and newly created directorships
resulting
from any increase in the authorized number of directors may be filled by
a majority of the directors then in office, though less than a quorum, or
by a sole remaining director, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
qualified, or until their earlier resignation or removal.
Section 3. Duties and Powers. The business 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 as are not by statute or by the Certificate of Incorporation or by
these Bylaws directed or required to be exercised or done by the stockholders.
Section 4. Meetings. The Board of Directors of the Corporation may
hold
meetings, both regular and special, either within or without the State of
Nevada. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called
by the Chairman, if there be one, the President, or any directors. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director either by mail not less than two (2) days before the date of the
meeting, by telephone or telegram on twenty-four (24) hours notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.
Section 5. Quorum. Except as may be otherwise specifically provided
by
law, the Certificate of Incorporation or these Bylaws, at all meetings of
the Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 6. Actions of Board. Unless otherwise provided by the
Certificate
of Incorporation or these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of
Directors or committee, as the case may be, consent thereto in writing, or
by electronic transmission and the writing or writings or electronic
transmission or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
Section 7. Meetings by Means of Telephone Conference. Unless
otherwise
provided by the Certificate of Incorporation or these Bylaws, members of
the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors
or such committee by means of a telephone conference 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 7
shall constitute presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by resolution
passed by
a majority of the entire Board of Directors designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member
of a committee, and in the absence of a designation by the Board of Directors
of an alternate member to replace the absent or disqualified member, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the
place of any absent or disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee,
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.
Each committee shall keep regular minutes and report to the Board of Directors
when required. The Committees may create one or more subcommittees and may
delegate to the subcommittee all or part of the authority granted to the
committee.
Section 9. Compensation. The directors may be paid their expenses, if
any,
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
Section 10. Interested Directors. No contract or transaction 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, shall be void or
voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose if (i) the
material facts as to his 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 of Directors 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 (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (iii) 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 thereof or the stockholders. Common
or interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall consist
of a
President, a Secretary, and a Treasurer. The Board of Directors, in its
discretion, may also choose a Chairman of the Board of Directors (who must be a
director) and one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers. Any number of offices may be held by
the same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these Bylaws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, do such officers need be directors of the Corporation.
Section 2. Election. The Board of Directors, at its first meeting
held after
each Annual Meeting of Stockholders, shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time
by the Board of Directors; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
resignation or removal. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 3. Voting Securities Owned by the Corporation. Powers of
attorney,
proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name
of and on behalf of the Corporation by the President or any Vice President
and any such officer may, in the name of and on behalf of the Corporation,
take all such action as any such officer may deem advisable to vote in person
or by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon any other person or
persons.
Section 4. Chairman of the Board of Directors. The Chairman of the
Board
of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature
of the President is required, the Chairman of the Board of Directors shall
possess the same power as the President to sign all contracts, certificates
and other instruments of the Corporation which may be authorized by the
Board of Directors. During the absence or disability of the President, the
Chairman of the Board of Directors shall exercise all the powers and discharge
all the duties of the President. The Chairman of the Board of Directors shall
also perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these Bylaws or by the Board of Directors.
Section 5. President. The President shall also serve as the Chief
Executive
Officer, and shall be subject to the control of the Board of Directors and, if
there be one, the Chairman of the Board of Directors, have general supervision
of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall
execute all bonds, mortgages, contracts and other instruments of the
Corporation requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except that the other officers of the Corporation may sign and execute
documents when so authorized by these Bylaws, the Board of Directors or the
President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. If there be no Chairman of the
Board of Directors, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may
exercise such other powers as from time to time may be assigned to him by
these Bylaws or by the Board of Directors.
Section 6. Vice Presidents At the request of the President or in
his
absence or in the event of his inability or refusal to act (and if there be
no Chairman of the Board of Directors), the Vice President or the Vice
Presidents if there is more than one (in the order designated by the Board of
Directors) 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. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If
there be no Chairman of the Board of Directors and no Vice President, the Board
of Directors shall designate the officer of the Corporation who, in the absence
of the President or in the event of the inability or refusal of the President
to act, 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.
Section 7. Secretary. The Secretary shall attend all meetings of the
Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall
also perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be
no Assistant Secretary, then either the Board of Directors or the President
may choose another officer to cause such notice to be given. The Secretary
shall have custody of the seal of the Corporation and the Secretary or any
Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by
the signature of the Secretary or by the signature of any such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or
filed are properly kept or filed, as the case may be.
Section 8. Treasurer. The Treasurer shall have the custody of
the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 9. Assistant Secretaries Except as may be otherwise provided
in
these Bylaws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by
the Board of Directors, the President, any Vice President, if there be
one, or the Secretary, and in the absence of the Secretary or in the event of
his disability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.
Section 10. Assistant Treasurers. Assistant Treasurers, if there be
any,
shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of his disability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Corporation.
Section 11. Other Officers. Such other officers as the Board of
Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Form of Certificates. Every holder of stock in the
Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board of Directors, the President or a Vice
President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation.
Section 2. Signatures. Where a certificate is countersigned by
(i) a
transfer agent other than the Corporation or its employee, or (ii) a
registrar other than the Corporation or its employee, any other
signature on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon 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 he were such officer, transfer agent or
registrar at the date of issue.
Section 3. Lost Certificates The Board of Directors may direct a
new
certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise
the same in such manner as the Board of Directors shall require and/or to give
the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be
transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefore, which shall be canceled before a new
certificate shall be issued.
Section 5. Record Date. In order that the Corporation may determine
the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or 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, in advance, a record date, which shall not be more than sixty days
nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. 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; provided however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled
to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law,
the
Certificate of Incorporation or these Bylaws, to be given to any
director, member of a committee or stockholder, such notice may be given
by mail, addressed to such director, member of a committee or stockholder, at
his address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telegram, telex or cable. Without limiting the manner
by which notice may otherwise be given effectively to stockholders, any notice
to stockholders may be given by electronic transmission in the manner provided
by Nevada Law.
Section 2. Waivers of Notice. Whenever any notice is required by law,
the
Certificate of Incorporation or these Bylaws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing,
signed, by the person or persons entitled to said notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting and may be
paid in cash, in property, or in shares of the capital stock. Before payment of
any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for any proper purpose,
and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation is December
31.
The fiscal year end may be changed at the discretion of the Board of Directors.
Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon
the name of the Corporation, the year of its organization and the
words Corporate Seal, Nevada. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than
Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director or
officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by
or in
the Right of the Corporation. Subject to Section 3 of this Article VIII,
the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Nevada Court
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
Section 3. Authorization of Indemnification. Any indemnification
under
this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VIII, as the case may be.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of
authorization in the specific case.
Section 4. Good Faith Defined. For purposes of any determination
under
Section 3 of this Article VIII, a person shall be deemed to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his conduct
was unlawful, if his action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to him by the
officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to
the Corporation or another enterprise by an independent certified public
accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term another enterprise as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which such person is or was serving at
the request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met
the applicable standard of conduct set forth in Sections 1 or 2 of this
Article VIII, as the case may be.
Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII,
and notwithstanding the absence of any determination thereunder, any
director or officer may apply to any court of competent jurisdiction in
the State of Nevada for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VIII. The basis of such indemnification
by a court shall be a determination by such court that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections 1 or 2 of this Article
VIII, as the case may be. Neither a contrary determination in the specific
case under Section 3 of this Article VIII nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.
Section 6. Expenses Payable in Advance. Expenses incurred by a
director or
officer in defending or investigating a threatened or pending action, suit
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VIII.
Section 7. Nonexclusively of Indemnification and Advancement of
Expenses.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied)
of any court of competent jurisdiction or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article VIII shall be made to
the fullest extent permitted by law. The provisions of this Article
VIII shall not be deemed to preclude the indemnification of any person
who is not specified in Sections 1 or 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify
under the provisions of the General Corporate Law of the State of Nevada, or
otherwise.
Section 8. Insurance. The Corporation may purchase and maintain
Insurance on behalf of any person who is or was a director or officer of the
Corporation,
or is or was a director or officer of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power or the obligation to indemnify him
against such liability under the provisions of this Article VIII.
Section 9. Certain Definitions. For purposes of this Article
VIII,
references to the Corporation shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers, so that any person who is or
was a director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request
of such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article VIII, references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to serving at the request of the Corporation shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer
with respect to an employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner he reasonably believed
to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interests of the Corporation" as
referred to in this Article VIII.
Section 10. Survival of Indemnification and Advancement of Expenses.
The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section 11. Limitation on Indemnification. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation. This limitation shall not apply
to counter claims brought against such person, if those counter claims standing
alone would otherwise give such person the right of indemnification under such
article.
Section 12. Indemnification of Employees and Agents. The Corporation
may,
to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted by the
stockholders or by the Board of Directors; provided, however, that
notice of such alteration, amendment, repeal or adoption of new Bylaws be
contained in the notice of such meeting of stockholders or Board of
Directors, as the case may be. All such amendments must be approved by
either the holders of a majority of the outstanding capital stock
entitled to vote thereon or a majority of the entire Board of Directors then in
office.
CERTIFICATION
I, Secretary of the Corporation, do hereby certify that the foregoing is
a full, true and correct copy of the Corporation's Bylaws in full force and
effect as of August 28, 2009.
Secretary
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