{"id":41440,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-cyberian-outpost-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-cyberian-outpost-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-cyberian-outpost-inc.html","title":{"rendered":"By-Laws &#8211; Cyberian Outpost Inc."},"content":{"rendered":"<pre>\n                         AMENDED AND RESTATED BY-LAWS\n                         ----------------------------\n\n                                      OF\n\n                            CYBERIAN OUTPOST, INC.\n\n                          (a Connecticut corporation)\n\n\n                                   ---------\n\n                                   ARTICLE I\n                                   ---------\n\n                                 SHAREHOLDERS\n                                 ------------\n\n          1.  CERTIFICATES REPRESENTING SHARES.  Share certificates may be under\nseal, or facsimile seal, of the corporation and shall be signed by the President\nor a Vice President and by the Secretary or an Assistant Secretary or the\nTreasurer or an Assistant Treasurer or by any two officers of the corporation so\nauthorized to sign by a resolution of the Board of Directors, except that such\nsignatures may be facsimile if such certificate is signed by a transfer agent,\nor a transfer clerk acting on behalf of such corporation or registrar.  If any\nofficer who has signed or whose facsimile signature has been used on any such\ncertificate ceases to serve the corporation as an officer in the capacity as to\nwhich his signature was so used before such certificate has been delivered by\nsuch corporation, the certificate may, nevertheless, be adopted by the\ncorporation and be issued and delivered as though such officer had not ceased to\nhold such office.  In addition to any other statements which may be required by\nlaw, each certificate representing shares shall set forth upon the face thereof,\nas at the time of the issue, the name of the corporation; a statement that the\ncorporation is organized under the laws of Connecticut; the name of the person\nto whom issued, or that the same is issued to bearer; the number, class and\ndesignation of series, if any, of shares which such certificate represents; and\nthe par value of each share represented by such certificate or a statement that\nthe shares are without par value.\n\n          No certificate shall be issued for any share until such share is fully\npaid.\n\n          The corporation may issue a new certificate for shares in place of any\ncertificate theretofore issued by it, alleged to have been lost or destroyed,\nand the Board of Directors may require the owner of any lost or destroyed\ncertificate, or his legal representative, to give the corporation a bond\nsufficient to indemnify the corporation against any claim that may be made\nagainst it on account of the alleged loss or destruction of any such certificate\nor the issuance of any such new certificate.\n\n          2.  SHARE TRANSFERS.  Upon compliance with provisions restricting the\n              ----- ---------                                                  \ntransferability of shares, if any, transfers of shares of the corporation shall\nbe made only on the share record of the corporation by the registered holder\nthereof, or by his attorney thereunto authorized by power of attorney duly\nexecuted and filed with the Secretary of the corporation or with a transfer\nagent or a registrar, if any, and on surrender of the certificate or\ncertificates for such shares properly endorsed and the payment of all taxes due\nthereon.\n\n                                      -1-\n \n          3.  RECORD DATE FOR SHAREHOLDERS.  For the purpose of determining\n              ------ ---- --- ------------                                 \nshareholders entitled to notice of or to vote at any meeting of shareholders or\nany adjournment thereof, or entitled to receive payment of any distribution, or\nfor any other proper purpose, the Board of Directors may provide that the stock\ntransfer books shall be closed for a stated period but such period shall not\nexceed, in any case, seventy days.  If the stock transfer books are closed for\nthe purpose of determining shareholders entitled to notice of or to vote at a\nmeeting of shareholders, such books shall be closed for at least ten full days\nimmediately preceding the date of such meeting.  In lieu of closing the stock\ntransfer books, the Board of Directors by resolution may fix a date as the\nrecord date for any such determination of shareholders, such date in any case to\nbe not earlier than the date such action is taken by the Board of Directors and\nnot more than seventy days, and, in case of a meeting of shareholders, not less\nthan ten full days, immediately preceding the date on which the particular\nevent, requiring such determination of shareholders, is to occur.  If the stock\ntransfer books are not closed and no record date is fixed for the determination\nof shareholders entitled to notice of or to vote at a meeting or of shareholders\nentitled to receive payment of a distribution, the date on which notice of the\nmeeting is mailed or the date on which the resolution of the Board of Directors\ndeclaring such distribution is adopted, as the case may be, shall be the record\ndate for such determination of shareholders.  When a determination of\nshareholders entitled to vote at any meeting of shareholders has been made as\nprovided in this section, such determination shall apply to any adjournment\nthereof.\n\n          4.  MEANING OF CERTAIN TERMS.  As used herein in respect of the right\n              ------- -- ------- -----                                         \nto notice of a meeting of shareholders or a waiver thereof or to participate or\nvote thereat or to consent or dissent in writing in lieu of a meeting, as the\ncase may be, the term 'share' or 'shares' or 'shareholder' or 'shareholders'\nrefers to an outstanding share or shares and to a holder or holders of record of\noutstanding shares when the corporation is authorized to issue only one class of\nshares, and said reference is also intended to include any outstanding share or\nshares and any holder or holders of record of outstanding shares of any class\nupon which or upon whom the Certificate of Incorporation confers such rights\nwhere there are two or more classes or series of shares or upon which or upon\nwhom the Connecticut Business Corporation Act confers such rights\nnotwithstanding that the Certificate of Incorporation may provide for more than\none class or series of shares, one or more of which are limited or denied such\nrights thereunder.  Unless the Certificate of Incorporation or the subscription\nfor shares otherwise provides, a subscriber for shares shall be deemed to be a\nshareholder within the meaning of this section.\n\n          5.  SHAREHOLDER MEETINGS.\n              ----------- -------- \n\n          - TIME.  The annual meeting shall be held at the time fixed, from time\n            ----                                                                \nto time, by the directors.  If, for any reason, the directors shall fail to fix\nthe time for an annual meeting, such meeting shall be held on the second Tuesday\nin February, or if such day is a legal holiday, then on the next following\nbusiness day.  A special meeting shall be held on the date fixed by the\ndirectors.\n\n          - PLACE.  Annual meetings and special meetings shall be held at such\n            -----                                                             \nplace, within or without the State of Connecticut, as the directors may, from\ntime to time, fix.  Whenever the directors shall fail to fix such place, the\nmeeting shall be held at the principal office of the corporation in the State of\nConnecticut.\n\n                                      -2-\n \n          - CALL.  Annual meetings may be called by the directors or by the\n            ----                                                           \nPresident or by any officer instructed by the directors to call the meeting.\nSpecial meetings may be called in like manner.  Upon the written request of the\nholders of at least ten percent (10%) of the outstanding shares, the President\nshall call a special shareholders' meeting for the purposes specified in such\nrequest and cause notice thereof to be given.\n\n          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.  A notice in\n            ------ -- ------ -- ------------ ------ -- ------              \nwriting of each meeting of shareholders shall be given by or at the direction of\nthe President or Secretary or the officer or person calling the meeting to each\nshareholder by leaving such notice with him or at his residence or usual place\nof business, or by mailing a copy thereof addressed to him at his last-known\npost-office address as last shown on the stock records of the corporation,\npostage prepaid, not less than ten days nor more than fifty days before the date\nof the meeting.  Each notice of a meeting of shareholders shall state the place,\nday and hour of the meeting.  The general purpose or purposes for which a\nspecial meeting is called shall be stated in the notice thereof, and no other\nbusiness shall be transacted at the meeting.  Any matter relating to the affairs\nof the corporation may be brought up for action at an annual meeting of\nshareholders, whether or not stated in the notice of the meeting, provided,\nunless stated in the notice of the meeting, (1) no By-Law may be brought up for\nadoption, amendment or repeal, and (2) no matter, other than election of\ndirectors, may be brought up which expressly requires the vote of shareholders\npursuant to the Connecticut Business Corporation Act.  Notice of a meeting need\nnot be given to any shareholder who submits a signed waiver of notice before or\nafter the meeting.  The attendance of a shareholder at a meeting without\nprotesting prior to the conclusion of the meeting the lack of notice of such\nmeeting shall constitute a waiver of notice by him. The provisions of this\nparagraph may not be amended, modified or repealed without the affirmative vote\nof the holders of a majority of the voting power of the shares.\n\n          - VOTING LIST.  The Secretary or other corporate officer having\n            ------ ----                                                  \nresponsibility for the share transfer books for shares of the corporation shall\nmake, or cause to be made, at least five days before each meeting of\nshareholders of which at least seven days' notice is given, a complete list or\nother equivalent record of the shareholders entitled to vote at such meeting,\narranged in alphabetical order, with the address of, and the number and class of\nshares held by, each.  Such list or other equivalent record shall, for a period\nof five days prior to such meeting, be kept on file at the principal office of\nthe corporation in Connecticut or at the office or place of business of a\ntransfer agent in Connecticut and shall be subject to inspection by any\nshareholder during usual business hours for any proper purpose.\n\n          - CONDUCT OF MEETING.  Meetings of the shareholders shall be presided\n            ------- -- -------                                                 \nover by one of the following officers in the order of seniority and if present\nand acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,\nif any, the President, a Vice-President, or, if none of the foregoing is in\noffice and present and acting, by a chairman to be chosen by the shareholders.\nThe Secretary of the corporation, or in his absence, an Assistant Secretary,\nshall act as secretary of every meeting, but if neither the Secretary nor an\nAssistant Secretary is present and acting the Chairman of the meeting shall\nappoint a secretary of the meeting.\n\n          - PROXY REPRESENTATION. Every shareholder may authorize another person\n            ----- --------------                                                \nor persons to act for him by proxy in all matters in which a shareholder is\nentitled to participate, whether by waiving notice of any meeting, voting or\nparticipating at a meeting, furnishing releases, or expressing consent or\ndissent without a meeting.  A proxy shall not be valid after \n\n                                      -3-\n \neleven months from its date of execution unless it specifies the length of time\nfor which it is to continue in force or limits its use to a particular meeting\nnot yet held. Every proxy must be in writing and executed by the shareholder. A\nphotographic or similar reproduction of a proxy or a telegram, cablegram,\nwireless or similar transmission of a proxy sent by such shareholder shall be a\nsufficient writing.\n\n          - INSPECTORS - APPOINTMENT.  The directors, in advance of any meeting,\n            ----------   -----------                                            \nmay, but need not, appoint one or more inspectors to act at the meeting or any\nadjournment thereof.  If an inspector or inspectors are not so appointed by the\ndirectors or shall fail to qualify, if appointed, the person presiding at the\nshareholders' meeting may, and on the request of any shareholder entitled to\nvote thereat, shall, make such appointment.  In case any person appointed as\ninspector fails to appear or act, the vacancy may be filled by appointment made\nby the directors in advance of the meeting or at the meeting by the person\npresiding at the meeting.  Each inspector appointed, if any, before entering\nupon the discharge of his duties, shall take and sign an oath faithfully to\nexecute the duties of inspector at such meeting with strict impartiality and\naccording to the best of his ability.  No person shall be elected a director at\na meeting at which he has served as an inspector.  The inspectors, if any, shall\ndetermine the number of shares outstanding and the voting power of each, the\nshares represented at the meeting, the existence of a quorum, the validity and\neffect of proxies, and shall receive votes or consents, hear and determine all\nchallenges and questions arising in connection with the right to vote, count and\ntabulate all votes or consents, determine the result, and do such acts as are\nproper to conduct the election or vote with fairness to all shareholders.  If\nthere are three or more inspectors, the act of a majority shall govern.  On\nrequest of the person presiding at the meeting or any shareholder entitled to\nvote thereat, the inspectors shall make a report in writing of any challenge,\nquestion or matter determined by them.  Any report made by them shall be prima\nfacie evidence of the facts therein stated, and such report shall be filed with\nthe minutes of the meeting.\n\n          - QUORUM.  The holders of a majority of the voting power shall\n            ------                                                      \nconstitute a quorum at a meeting of shareholders.  The holders of a majority of\nthe voting power represented at a meeting may adjourn such meeting from time to\ntime.\n\n          - VOTING.  Each share shall entitle the holder thereof to one vote or\n            ------                                                             \nsuch greater number as may be determined in accordance with the Certificate of\nIncorporation.  Except as may otherwise be provided by the Connecticut Business\nCorporation Act, the Certificate of Incorporation, or these By-Laws, any action\nshall be authorized by a majority of the voting power of the shareholders.\n\n          6.  SHAREHOLDER ACTION WITHOUT MEETINGS.  Any action, including an\n              ----------- ------ ------- --------                           \nelection of directors, required or permitted to be taken at a meeting of\nshareholders may be taken without a meeting if all the shareholders consent\nthereto in writing.\n\n          Except in the election of directors, any action required or permitted\nto be taken at a meeting of shareholders may be taken without a meeting upon the\nwritten consent of less than all the shareholders entitled to vote thereon if\nthe shareholders who so consent would be entitled to cast at least the minimum\nnumber of votes which would be required to take such action at a meeting of\nshareholders.  If such action by written consent of less than all shareholders\nis proposed to be taken, as herein authorized, notice in writing of such\nproposed action shall be given to each shareholder of the corporation.  Such\nnotice shall be given in the manner of giving \n\n                                      -4-\n \nnotice of a meeting of shareholders not less than twenty days and not more than\nfifty days before the date that any such consent is to become effective.\n\n          7.  FINANCIAL STATEMENT.  At intervals of not more than twelve months,\n              --------- ---------                                               \nthe corporation shall prepare a balance sheet showing the financial condition of\nthe corporation as of a date not more than four months prior thereto and a\nprofit and loss statement respecting its operation for the twelve months\npreceding such date.  Within thirty days after preparation, the corporation\nshall mail a copy of such balance sheet and profit and loss statement to each\nshareholder.\n\n                                 ARTICLE II\n                                 ----------\n\n                                GOVERNING BOARD\n                                --------- -----\n\n          1.  FUNCTIONS, DEFINITIONS AND COMPENSATION.  The business, property,\n              ---------- ----------- --- ------------                          \nand affairs of the corporation shall be managed by or under the direction of its\nBoard of Directors.  The use of the phrase 'entire board' herein refers to the\ntotal number of directors which the corporation would have if there were no\nvacancies.  The Board of Directors shall have authority to establish reasonable\nallowance for expenses actually incurred in connection with their duties.\n\n          2.  QUALIFICATION AND NUMBER.  A director need not be a shareholder, a\n              ------------- --- ------                                          \ncitizen of the United States, or a resident of the State of Connecticut.  The\nnumber of directors of the corporation shall be not fewer than three nor more\nthan seven. Upon the adoption of these By-Laws the Board of Directors shall\nconsist of seven directors until changed as hereinafter provided or as otherwise\nrequired by the Certificate of Incorporation of  the corporation.  The directors\nshall have power from time to time by resolution, in the interim between annual\nand special meetings of the shareholders, to increase or decrease their number\nwithin the minimum and maximum number hereinbefore prescribed; and said minimum\nand maximum number may be changed from time to time by an amendment to these By-\nLaws, provided that said minimum number may never be fewer than three except\nwhen all of the issued and outstanding shares of the corporation are owned\nbeneficially and of record by less than three shareholders.  In that event, the\nnumber of directors shall not be fewer than the number of shareholders, unless\none shareholder owns ninety-five per cent or more of the issued and outstanding\nshares in which case only one directorship shall be required.\n\n     Notwithstanding the foregoing, subject to the provisions of the Certificate\nof Incorporation of the corporation while any shares of Series A Convertible\nPreferred Stock, without par value, of the corporation (the 'Series A Stock')\nare outstanding, (i) the holders of the Series A Stock, voting as a separate\nclass, shall have the right to elect one (1) director, and (ii) the holders of\nthe Series A Stock shall not be entitled to vote in the election of the\nremaining members of the Board of Directors.\n\n     Notwithstanding the foregoing, subject to the provisions of the Certificate\nof Incorporation of the corporation while any shares of Series C Convertible\nPreferred Stock, without par value, of the corporation (the 'Series C Stock')\nare outstanding, (i) the holders of the Series C Stock, voting as a separate\nclass, shall have the right to elect two (2) directors, and (ii) the holders of\nthe Series C Stock shall not be entitled to vote in the election of the\nremaining \n\n                                      -5-\n \nmembers of the Board of Directors.\n\n          3.  ELECTION AND TERM.  The first Board of Directors shall hold office\n              -------- --- ----                                                 \nuntil the first annual meeting of shareholders and until their successors have\nbeen elected and qualified.  Thereafter, directors who are elected at an annual\nmeeting of shareholders, and directors who are elected in the interim to fill\nvacancies and newly created directorships, shall hold office until the next\nsucceeding annual meeting of shareholders and until their successors have been\nelected and qualified.  In the interim between annual meetings of shareholders\nor of special meetings of shareholders called for the election of directors, any\nexisting vacancies in the Board of Directors, including vacancies resulting from\nthe removal of directors by the shareholders which have not been filled by said\nshareholders, may be filled by the affirmative vote of the remaining directors,\nalthough less than a quorum exists or by the sole remaining director, and newly\ncreated directorships may be filled by the concurring vote of directors holding\na majority of the directorships, which number of directorships shall be the\nnumber prior to the vote on any such increase.  A director may resign by written\nnotice to the corporation.  The resignation shall be effective upon receipt\nthereof by the corporation or at such subsequent time as shall be specified in\nthe notice of resignation.\n\n          4.  REMOVAL OF DIRECTORS.  One or more or all the directors of the\n              ------- -- ---------                                          \ncorporation may be removed for cause or without cause by the shareholders.  The\nBoard of Directors shall have the power to remove directors for cause and to\nsuspend directors pending a final determination that cause exists for removal.\n\n     Notwithstanding the foregoing, subject to the provisions of the Certificate\nof Incorporation of the corporation while any shares of Series A Stock are\noutstanding, any director who shall have been elected by the holders of Series A\nStock may be removed during his or her term of office, either for or without\ncause, by and only by, the affirmative vote of the holders of at least sixty-six\nand two-thirds percent (66 2\/3%) of the shares of Series A Stock then\noutstanding, given at a special meeting of such shareholders duly called for\nthat purpose, and any vacancy thereby created may be filled by the holders of\nthe Series A Stock represented at that meeting.\n\n     Notwithstanding the foregoing, subject to the provisions of the Certificate\nof Incorporation of the corporation while any shares of Series C Stock are\noutstanding, any director who shall have been elected solely by the holders of\nSeries C Stock may be removed during his or her term of office, either for or\nwithout cause, by and only by, the affirmative vote of the holders of at least\nsixty-six and two-thirds percent (66 2\/3%) of the shares of Series C Stock then\noutstanding, given at a special meeting of such shareholders duly called for\nthat purpose, and any vacancy thereby created or otherwise created may be filled\nby the holders of the Series C Stock represented at that meeting.\n\n          5.  MEETINGS.\n              -------- \n\n          - TIME.  Meetings shall be held at such time as the Board shall fix,\n            ----                                                              \nexcept that the first meeting of a newly elected Board shall be held as soon\nafter its election as the directors may conveniently assemble.\n\n          - PLACE.  Meetings shall be held at such place within or without the\n            -----                                                             \nState of \n\n                                      -6-\n \nConnecticut as shall be fixed by the Board.\n\n          - CALL.  No call shall be required for regular meetings for which the\n            ----                                                               \ntime and place have been fixed.  Special meetings may be called by or at the\ndirection of the Chairman of the Board, if any, of the President, or of a\nmajority of the directors in office.\n\n          - NOTICE QR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be\n            ------ -- ------ -- ------------ ------                     \nrequired for regular meetings for which the time and place have been fixed.\nWritten, oral, or any other mode of notice of the time and place shall be given\nfor special meetings in sufficient time for the convenient assembly of the\ndirectors thereat.  The notice of any meeting need not specify the business to\nbe transacted at, or the purpose of, the meeting.  Any requirement of furnishing\na notice shall be waived by any director who signs a waiver of notice before or\nafter the meeting, or who attends the meeting without protesting, prior to the\nconclusion of the meeting, the lack of notice to him.\n\n          - QUORUM AND ACTION.  A majority of the entire Board shall constitute\n            ------ --- ------                                                  \na quorum except when a vacancy or vacancies prevent such majority, whereupon a\nmajority of the directors in office shall constitute a quorum, provided such\nmajority shall constitute not less than the greater of at least two persons or\nat least one-third of the entire Board.  The Board of Directors may act\nnotwithstanding a vacancy or vacancies in its membership. A majority of the\ndirectors present, whether or not a quorum is present, may adjourn a meeting to\nanother time and place.   Except as herein otherwise provided, the act of the\nBoard shall be the act, at a meeting duly assembled, by vote of a majority of\nthe directors present at the time of the vote, a quorum being present at such\ntime.\n\n          A director or a member of a committee of the Board of Directors may\nparticipate in a meeting of the Board of Directors or of such committee, as the\ncase may be, by means of conference telephone or similar communications\nequipment enabling all directors participating in the meeting to hear one\nanother, and participation in such a meeting shall constitute presence in person\nat such meeting.\n\n          - CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if\n            -------- -- --- -------                                           \npresent and acting, shall preside at all meetings.  Otherwise, the President, if\npresent and acting, or any other director chosen by the Board, shall preside,\n\n          6.  COMMITTEES.  Whenever the Board of Directors shall consist of\n              ----------                                                   \nthree or more members, the Board of Directors, by resolution adopted by a\nmajority of the entire Board of Directors, may appoint from among its members\ntwo or more directors to constitute an Executive Committee and one or more other\ncommittees, each of which, to the extent provided in the resolution appointing\nit, shall have and may exercise all of the authority of the Board of Directors.\n\n          7.  AUDIT COMMITTEE.  As and when the same may be required by the\n              ----- ---------                                              \nprovisions of subsection (c) of section 33-753 of the Connecticut Business\nCorporation Act, the Board of Directors shall designate at least two directors\nto constitute an Audit Committee in conformity with said provisions.\n\n          8.  WRITTEN ACTION WITHOUT MEETINGS.  If all the directors, or all\n              ------- ------ ------- --------                               \n\n                                      -7-\n \nmembers of a committee of the Board of Directors, as the case may be, severally\nor collectively consent in writing to any action taken or to be taken by the\ncorporation, and the number of such directors or members constitutes a quorum\nfor such action, such action shall be as valid corporate action as though it had\nbeen authorized at a meeting of the Board of Directors or committee, as the case\nmay be.  The secretary shall file such consents with the minutes of the meetings\nof the Board of Directors.\n\n                                  ARTICLE III\n                                  -----------\n\n                                   OFFICERS\n                                   --------\n\n          The directors shall appoint or elect a President and a Secretary, and\nmay appoint or elect a Chairman of the Board, a Vice Chairman of the Board, a\nTreasurer, one or more Vice-Presidents, Assistant Vice-Presidents, Assistant\nSecretaries, and Assistant Treasurers, and such other officers and agents as\nthey shall determine.  The President may but need not be a director.  Any two or\nmore offices may be held by the same person except the offices of President and\nSecretary.\n\n          Unless otherwise provided in the resolution of appointment or\nelection, each officer shall hold office until the meeting of the Board of\nDirectors following the next annual meeting of shareholders and until his\nsuccessor has been elected and qualified.\n\n          Officers shall have the powers and duties defined in the resolutions\nappointing them.\n\n          The Board of Directors may remove any officer for cause or without\ncause.\n\n                                  ARTICLE IV\n                                  ----------\n\n                       STATUTORY NOTICES TO SHAREHOLDERS\n                       --------- ------- -- ------------\n\n          The directors may appoint the Treasurer or other fiscal officer and\/or\nthe Secretary or any other officer to cause to be prepared and furnished to\nshareholders entitled thereto any special notice which may be required by any\nprovision of law, and which, more specifically, may be required by Sections 33-\n687 of the Connecticut Business Act.\n\n                                   ARTICLE V\n                                   ---------\n\n                               BOOKS AND RECORDS\n                               ----- --- -------\n\n          The corporation shall maintain complete books and records of account\nand shall keep minutes of the proceedings of its incorporators, shareholders,\nBoard of Directors, and the Executive Committee and other committee or\ncommittees, if any.  The corporation shall keep at its principal office or at\nthe office of its transfer agent or registrar in the State of Connecticut a\nrecord of its shareholders, giving the names and addresses of all shareholders\nand the number and class of shares held by each.\n\n          The balance sheet and a profit and loss statement prescribed by\nSection 33-951 of \n\n                                      -8-\n \nthe Connecticut Business Corporation Act shall be deposited at the principal\noffice of the corporation in the State of Connecticut and kept for at least ten\nyears from the date thereof.\n\n                                  ARTICLE VI\n                                  ----------\n\n          The corporate seal shall be in such form as the Board of Directors\nshall prescribe.\n\n                                 ARTICLE VII\n                                 -----------\n\n                                 FISCAL YEAR\n                                 ------ ----\n\n          The fiscal year of the corporation shall be fixed, and shall be\nsubject to change, by the Board of Directors.\n\n                                 ARTICLE VIII\n                                 ------------\n\n                             CONTROL OVER BY-LAWS\n                             ------- ---- -------\n\n          On and after the date upon which there have been adopted the initial\ncorporate By-Laws, which shall be deemed to have been adopted by the\nshareholders for the purposes of the Connecticut Business Corporation Act, the\npower to adopt, amend, or repeal the By-Laws of the corporation may be exercised\nby the directors or the shareholders; provided, that any such By-Laws adopted,\namended, or repealed shall require the affirmative vote of the holders of a\nmajority of the voting power of the shares or the affirmative vote of the\ndirectors holding a majority of the directorships, as the case may be; and\nprovided further that the notice of any meeting at which the By-Laws are to be\nadopted, amended, or repealed shall include notice of such proposed action.\n\n          I HEREBY CERTIFY that the foregoing is a full, true and correct copy\nof the By-Laws of Cyberian Outpost, Inc., a Connecticut corporation, as in\neffect on the date hereof.\n\n          WITNESS my hand and the seal of the corporation.\n\nFebruary 26, 1998\n\n\n\/s\/ Katherine N. Vick\n---------------------\nName: Katherine N. Vick\nTitle: Secretary of Cyberian Outpost, Inc.\n\n(SEAL)\n\n                                      -9-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7254],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9573,9574],"class_list":["post-41440","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cyberian-outpost-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41440","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41440"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41440"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41440"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41440"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}