{"id":41462,"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-miningco-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-miningco-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-miningco-com-inc.html","title":{"rendered":"By-Laws &#8211; Miningco.com Inc."},"content":{"rendered":"<pre>\n\n                          AMENDED AND RESTATED BY-LAWS\n\n                                       OF\n\n                               MININGCO.COM, INC.\n\n\n                                   ARTICLE I\n\n                     CERTIFICATE OF INCORPORATION AND BYLAWS\n\n      Section 1. These By-Laws are subject to the Certificate of Incorporation\nof the Corporation. In these By-Laws, references to law, the Certificate of\nIncorporation and By-Laws mean the law, the provisions of the Certificate of\nIncorporation and the By-Laws as from time to time in effect.\n\n                                   ARTICLE II\n\n                                     OFFICES\n\n      Section 1. The registered office shall be in the city of Wilmington, state\nof Delaware.\n\n      Section 2. The Corporation may also have offices at such other places both\nwithin and without the State of Delaware as the Board of Directors may from time\nto time determine or the business of the Corporation may require.\n\n                                  ARTICLE III\n\n                            MEETINGS OF STOCKHOLDERS\n\n      Section 1. All meetings of the stockholders for the election of directors\nshall be held at such place as may be fixed from time to time by the Board of\nDirectors, or at such other place either within or without the State of Delaware\nas shall be designated from time to time by the Board of Directors and stated in\nthe notice of the meeting. Meetings of stockholders for any other purpose may be\nheld at such time and place, within or without the State of Delaware, as shall\nbe stated in the notice of the meeting or in a duly executed waiver of notice\nthereof.\n\n      Section 2. Annual meetings of stockholders shall be held at such date and\ntime as shall be designated from time to time by the Board of Directors and\nstated in the notice of the meeting, at which they shall elect by a plurality\nvote the directors to be elected at such meeting, and transact such other\nbusiness as may properly be brought before the meeting.\n\n      Section 3. Written notice of the annual meeting stating the place, date\nand hour of the meeting shall be given to each stockholder entitled to vote at\nsuch meeting not fewer than ten (10) nor more than sixty (60) days before the\ndate of the meeting.\n\n\n\n\n      Section 4. The officer who has charge of the stock ledger of the\nCorporation shall prepare and make, at least ten (10) days before every meeting\nof stockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten (10) days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof, and may be inspected by any stockholder who is\npresent.\n\n      Section 5. Special meetings of the stockholders, for any purpose or\npurposes, unless otherwise prescribed by statute or by the Certificate of\nIncorporation, may be called by the president and shall be called by the\npresident or secretary at the request in writing of the Chairman of the Board of\nDirectors or two-thirds of the Board of Directors.\n\n      Section 6. Written notice of a special meeting stating the place, date and\nhour of the meeting and the purpose or purposes for which the meeting is called,\nshall be given not fewer than ten (10) nor more than sixty (60) days before the\ndate of the meeting, to each stockholder entitled to vote at such meeting.\n\n      Section 7. Business transacted at any special meeting of stockholders\nshall be limited to the purposes stated in the notice.\n\n      Section 8. The holders of fifty percent (50%) of the stock issued and\noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business except as otherwise provided by statute or by the\nCertificate of Incorporation. If, however, such quorum shall not be present or\nrepresented at any meeting of the stockholders, the stockholders entitled to\nvote thereat, present in person or represented by proxy, shall have power to\nadjourn the meeting from time to time, without notice other than announcement at\nthe meeting, until a quorum shall be present or represented. At such adjourned\nmeeting at which a quorum shall be present or represented any business may be\ntransacted which might have been transacted at the meeting as originally\nnotified. If the adjournment is for more than thirty days, or if after the\nadjournment a new record date is fixed for the adjourned meeting, a notice of\nthe adjourned meeting shall be given to each stockholder of record entitled to\nvote at the meeting.\n\n      Section 9. When a quorum is present at any meeting, the vote of the\nholders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which by express provision of the statutes or of\nthe Certificate of Incorporation, a different vote is required, in which case\nsuch express provision shall govern and control the decision of such question.\n\n      Section 10. Unless otherwise provided in the Certificate of Incorporation\neach stockholder shall at every meeting of the stockholders be entitled to one\nvote in person or by proxy for each share of the capital stock having voting\npower held by such stockholder, but no \n\n\n                                       2\n\n\n\nproxy shall be voted on after three years from its date, unless the proxy\nprovides for a longer period.\n\n      Section 11.\n\n      A.  ANNUAL MEETINGS OF STOCKHOLDERS\n\n          1. Nominations of persons for election to the Board of Directors and\nthe proposal of business to be considered by the stockholders may be made at an\nannual meeting of stockholders (a) pursuant to the Corporation's notice of\nmeeting, (b) by or at the direction of the Board of Directors or (c) by any\nstockholder of the Corporation who was a stockholder of record at the time of\ngiving of notice provided for in this Section 11, who is entitled to vote at the\nmeeting and who complies with the notice procedures set forth in this Section\n11.\n\n          2. For nominations or other business to be properly brought before an\nannual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of\nthis Section 11, the stockholder must have given timely notice thereof in\nwriting to the Secretary of the Corporation and such other business must\notherwise be a proper matter for stockholder action. To be timely, a\nstockholder's notice shall be delivered to the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the\none hundred twentieth (120th) day nor earlier than the close of business on the\none hundred fiftieth (150th) day prior to the first anniversary of the date of\nthe proxy statement delivered to stockholders in connection with the preceding\nyear's annual meeting; provided, however, that if either (i) the date of the\nannual meeting is more than thirty (30) days before or more than sixty (60) days\nafter such an anniversary date or (ii) no proxy statement was delivered to\nstockholders in connection with the preceding year's annual meeting, notice by\nthe stockholder to be timely must be so delivered not earlier than the close of\nbusiness on the ninetieth (90th) day prior to such annual meeting and not later\nthan the close of business on the later of the sixtieth (60th) day prior to such\nannual meeting or the close of business on the tenth (10th) day following the\nday on which public announcement of the date of such meeting is first made by\nthe Corporation. Such stockholder's notice shall set forth (a) as to each person\nwhom the stockholder proposes to nominate for election or reelection as a\ndirector, all information relating to such person that is required to be\ndisclosed in solicitations of proxies for election of directors, or is otherwise\nrequired, in each case pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (the 'Exchange Act') (including such person's written\nconsent to being named in the proxy statement as a nominee and to serving as a\ndirector it elected); (b) as to any other business that the stockholder proposes\nto bring before the meeting, a brief description of the business desired to be\nbrought before the meeting, the reasons for conducting such business at the\nmeeting and any material interest in such business of such stockholder and the\nbeneficial owner, if any, on whose behalf the proposal is made; and (c) as to\nthe stockholder giving the notice and the beneficial owner, if any, on whose\nbehalf the nomination or proposal is made (i) the name and address of such\nstockholder, as they appear on the Corporation's books, and of such beneficial\nowner and (ii) the class and number of shares of capital stock of the\nCorporation that are owned beneficially and held of record by such stockholder\nand such beneficial owner.\n\n          3. Notwithstanding anything in the second sentence of paragraph (a)(2)\nof this Section 11 to the contrary, in the event that the number of directors to\nbe elected to \n\n\n                                       3\n\n\n\nthe Board of Directors of the Corporation is increased and there is no public\nannouncement by the Corporation naming all of the nominees for director or\nspecifying the size of the increased Board of Directors at least seventy (70)\ndays prior to the first anniversary of the preceding year's annual meeting (or,\nif the annual meeting is held more than thirty (30) days before or sixty (60)\ndays after such anniversary date, at least seventy (70) days prior to such\nannual meeting), a stockholder's notice required by this Section 11 shall also\nbe considered timely, but only with respect to nominees for any new positions\ncreated by such increase, if it shall be delivered to the Secretary at the\nprincipal executive office of the Corporation not later than the close of\nbusiness on the tenth (10th) day following the day on which such public\nannouncement is first made by the Corporation.\n\n      B.  SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be\nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the Corporation's notice of meeting. Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected pursuant to the\nCorporation's notice of meeting (a) by or at the direction of the Board of\nDirectors or (b) provided that the Board of Directors has determined that\ndirectors shall be elected at such meeting, by any stockholder of the\nCorporation who is a stockholder of record at the time of giving of notice of\nthe special meeting, who shall be entitled to vote at the meeting and who\ncomplies with the notice procedures set forth in this Section 11. If the\nCorporation calls a special meeting of stockholders for the purpose of electing\none or more directors to the Board of Directors, any such stockholder may\nnominate a person or persons (as the case may be), for election to such\nposition(s) as specified in the Corporation's notice of meeting, if the\nstockholder's notice required by paragraph (A)(2) of this Section 11 shall be\ndelivered to the Secretary at the principal executive offices of the Corporation\nnot earlier than the ninetieth (90th) day prior to such special meeting not\nlater than the later of (x) the close of business of the sixtieth (60th) day\nprior to such special meeting or (y) the close of business of the tenth (10th)\nday following the day on which public announcement is first made of the date of\nsuch special meeting and of the nominees proposed by the Board of Directors to\nbe elected at such meeting.\n\n      C.  GENERAL.\n\n          1. Only such persons who are nominated in accordance with the\nprocedures set forth in this Section 11 shall be eligible to serve as directors\nand only such business shall be conducted at a meeting of stockholders as shall\nhave been brought before the meeting in accordance with the procedures set forth\nin this Section 11. Except as otherwise provided by law, the Certificate of\nIncorporation or these By-Laws, the chairman of the meeting shall have the power\nand duty to determine whether a nomination or any business proposed to be\nbrought before the meeting was made or proposed, as the case may be, in\naccordance with the procedures set forth in this Section 11 and, if any proposed\nnomination or business is not incompliance herewith, to declare that such\ndefective proposal or nomination shall be disregarded.\n\n          2. For purposes of this Section 11, 'public announcement' shall mean\ndisclosure in a press release reported by the Dow Jones News Service, Associated\nPress or comparable national news service or in a document publicly filed by the\nCorporation with the Securities and Exchange Commission pursuant to Section 13,\n14 and 15(d) of the Exchange Act.\n\n\n                                       4\n\n\n\n          3. Notwithstanding the foregoing provisions of this Section 11, a\nstockholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth herein. Nothing in this Section 11 shall be deemed to affect any rights\n(i) of stockholders to request inclusion of proposals in the Corporation's proxy\nstatement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders\nof any series of Preferred Stock to elect directors under specified\ncircumstances.\n\n      Notwithstanding any other provision of law, the Certificate of\nIncorporation or these By-Laws, and notwithstanding the fact that a lesser\npercentage may be specified by law, the affirmative vote of the holders of at\nleast 66.67% of the votes which all the stockholders would be entitled to cast\nat any annual election of directors or class of directors shall be required to\namend or repeal, or to adopt any provision inconsistent with, this Section 11.\n\n                                   ARTICLE IV\n\n                                    DIRECTORS\n\n      Section 1. The number of directors which shall constitute the whole Board\nshall be determined by resolution of the Board of Directors or by the\nstockholders at the annual meeting of the stockholders, except as provided in\nSection 2 of this Article. Directors need not be stockholders.\n\n      Section 2. Vacancies and new created directorships resulting from any\nincrease in the authorized number of directors may be filled by 66.67% of the\ndirectors then in office, though less than a quorum, or by a sole remaining\ndirector, and the directors so chosen shall hold office until the next annual\nelection at which directors are to be elected and until their successors are\nduly elected and shall qualify, unless sooner displaced. If there are no\ndirectors in office, then an election of directors may be held in the manner\nprovided by statute. If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office shall constitute less than a majority\nof the whole Board (as constituted immediately prior to any such increase), the\nCourt of Chancery may, upon application of any stockholder or stockholders\nholding at least ten percent (10%) of the total number of the shares at the time\noutstanding having the right to vote for such directors, summarily order an\nelection to be held to fill any such vacancies or newly created directorships,\nor to replace the directors chosen by the directors then in office.\n\n      Section 3. The business of the Corporation shall be managed by or under\nthe direction of its Board of Directors which may exercise all such powers of\nthe Corporation and do all such lawful acts and things as are not by statute or\nby the Certificate of Incorporation or by these By-Laws directed or required to\nbe exercised or done by the stockholders.\n\n                       Meetings of the Board of Directors\n\n      Section 4. The Board of Directors of the Corporation may hold meetings,\nboth regular and special, either within or without the State of Delaware.\n\n      Section 5. Regular meetings of the Board of Directors may be held without\nnotice at such time and at such place as shall from time to time be determined\nby the Board. \n\n\n                                       5\n\n\n\nMembers of the Board of Directors may participate in regular or special meetings\nby means of conference telephone or similar communications equipment by which\nall persons participating in the meeting can hear each other. Such participation\nshall constitute presence in person.\n\n      Section 6. Special meetings of the Board may be called by the president on\ntwo (2) days' notice to each director by mail or forty-eight (48) hours notice\nto each director either personally or by telegram; special meetings shall be\ncalled by the president or secretary in like manner and on like notice on the\nwritten request of two directors unless the Board consists of only one director,\nin which case special meetings shall be called by the president or secretary in\nlike manner and on like notice on the written request of the sole director.\n\n      Section 7. At all meetings of the Board a majority of the directors fixed\nby Section 1 shall constitute a quorum for the transaction of business and the\nact of a majority of the directors present at any meeting at which there is a\nquorum shall be the act of the Board of Directors, except as may be otherwise\nspecifically provided by statute or by the Certificate of Incorporation. If a\nquorum shall not be present at any meeting of the Board of Directors, the\ndirectors present thereat may adjourn the meeting from time to time, without\nnotice other than announcement at the meeting, until a quorum shall be present.\n\n      Section 8. Unless otherwise restricted by the Certificate of Incorporation\nof these By-Laws, any action required or permitted to be taken at any meeting of\nthe Board of Directors or of any committee thereof may be taken without a\nmeeting, if all members of the Board or committee, as the case may be, consent\nthereto in writing, and the writing or writings are filed with the minutes of\nproceedings of the Board or committee.\n\n      Section 9. Unless otherwise restricted by the Certificate of Incorporation\nor these By-Laws, members of the Board of Directors, or any committee designated\nby the Board of Directors, may participate in a meeting of the Board of\nDirectors, or any committee, by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other, and such participation in a meeting shall\nconstitute presence in person at the meeting.\n\n                             Committees of Directors\n\n      Section 10. The Board of Directors may, by resolution passed by a majority\nof the whole Board, designate one or more committees, each committee to consist\nof one or more of the directors of the Corporation. The Board may designate one\nor more directors as alternate members of any committee, who may replace any\nabsent or disqualified member at any meeting of the committee.\n\n      In the absence of disqualification of a member of a committee, the member\nor members thereof present at any meeting and not disqualified from voting,\nwhether or not such member or members constitute a quorum, may unanimously\nappoint another member of the Board of Directors to act at the meeting in the\nplace of any such absent or disqualified member.\n\n      Any such committee, to the extent provided in the resolution of the Board\nof Directors, shall have and may exercise all the powers and authority of the\nBoard of Directors in the management of the business and affairs of the\nCorporation, and may authorize the seal of the \n\n\n                                       6\n\n\n\nCorporation to be affixed to all papers which may require it; but no such\ncommittee shall have the power or authority in reference to amending the\nCertificate of Incorporation, adopting an agreement of merger or consolidation,\nrecommending to the stockholders the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, recommending to the\nstockholders a dissolution of the Corporation or a revocation of a dissolution,\nor amending the By-Laws of the Corporation; and, unless the resolution or the\nCertificate of Incorporation expressly so provide, no such committee shall have\nthe power or authority to declare a dividend or to authorize the issuance of\nstock. Such committee or committees shall have such name or names as may be\ndetermined from time to time by resolution adopted by the Board of Directors.\n\n      Section 11. Each committee shall keep regular minutes of its meetings and\nreport the same to the Board of Directors when required.\n\n                            Compensation of Directors\n\n      Section 12. Unless otherwise restricted by the Certificate of\nIncorporation or these By-Laws, the Board of Directors shall have the authority\nto fix the compensation of directors. The directors may be paid their expenses,\nif any, of attendance at each meeting of the Board of Director and may be paid a\nfixed sum for attendance at each meeting of the Board of Directors or a stated\nsalary as director. No such payment shall preclude any director from serving the\nCorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n                              Removal of Directors\n\n      Section 13. Any director or the entire Board of Directors may be removed\nonly in accordance with the provisions of the Corporation's Certificate of\nIncorporation.\n\n                                    ARTICLE V\n\n                                     NOTICES\n\n      Section 1. Whenever, under the provisions of the statutes or of the\nCertificate of Incorporation or of these By-Laws, notice is required to be given\nto any director or stockholder, it shall not be construed to mean personal\nnotice, but such notice may be given in writing, by mail, addressed to such\ndirector or stockholder, at his address as it appears on the records of the\nCorporation, with postage thereon prepaid, and such notice shall be deemed to be\ngiven at the time when the same shall be deposited in the United States mail.\nNotice to directors may also be given by telegram.\n\n      Section 2. Whenever any notice is required to be given under the\nprovisions of the statutes or of the Certificate of Incorporation or of these\nBy-Laws, a waiver thereof in writing, signed by the person or persons entitled\nto said notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n\n                                       7\n\n\n\n                                   ARTICLE VI\n\n                                    OFFICERS\n\n      Section 1. The officers of the Corporation shall be chosen by the Board of\nDirectors and shall be a chief executive officer, chief financial officer,\npresident, treasurer and a secretary. The Board of Directors may elect from\namong its members a Chairman of the Board and a Vice Chairman of the Board. The\nBoard of Directors may also choose one or more vice-presidents, assistant\nsecretaries and assistant treasurers. Any number of offices may be held by the\nsame person, unless the Certificate of Incorporation or these By-Laws otherwise\nprovide.\n\n      Section 2. The Board of Directors at its first meeting after each annual\nmeeting of stockholders shall choose a president, a treasurer, and a secretary\nand may choose vice presidents.\n\n      Section 3. The Board of Directors may appoint such other officers and\nagents as it shall deem necessary who shall hold their offices for such terms\nand shall exercise such powers and perform such duties as shall be determined\nfrom time to time by the Board.\n\n      Section 4. The salaries of all officers and agents of the Corporation\nshall be fixed by the Board of Directors.\n\n      Section 5. The officers of the Corporation shall hold office until their\nsuccessors are chosen and qualify. Any officer elected or appointed by the Board\nof Directors may be removed at any time by the affirmative vote of a majority of\nthe Board of Directors. Any vacancy occurring in any office of the Corporation\nshall be filled by the Board of Directors.\n\n                            The Chairman of the Board\n\n      Section 6. The Chairman of the Board, if any, shall preside at all\nmeetings of the Board of Directors and of the stockholders at which such\nindividual shall be present. Such individual shall have and may exercise such\npowers as are, from time to time, assigned to him by the Board and as may be\nprovided by law.\n\n      Section 7. In the absence of the Chairman of the Board, the Vice Chairman\nof the Board, if any, shall preside at all meetings of the Board of Directors\nand of the stockholders at which such individual shall be present. Such\nindividual shall have and may exercise such powers as are, from time to time,\nassigned to him by the Board and as may be provided by law.\n\n                             Chief Executive Officer\n\n      Section 8. Such individual shall have general and active management of the\nbusiness of the Corporation and shall see that all orders and resolutions of the\nBoard of Directors are carried into effect.\n\n      Section 9. Such individual shall execute bonds, mortgages and other\ncontracts requiring a seal, under the seal of the Corporation, except where\nrequired or permitted by law to \n\n\n                                       8\n\n\n\nbe otherwise signed and executed and except where the signing and execution\nthereof shall be expressly delegated by the Board of Directors to some other\nofficer or agent of the Corporation.\n\n                        The President and Vice-Presidents\n\n      Section 10. In the absence of the Chairman and Vice Chairman of the Board\nthe President shall preside at all meetings of the stockholders and the Board of\nDirectors; such individual shall have general and active management of the\nbusiness of the Corporation and shall see that all orders and resolutions of the\nBoard of Directors are carried into effect.\n\n      Section 11. Such individual shall execute bonds, mortgages and other\ncontracts requiring a seal, under the seal of the Corporation, except where\nrequired or permitted by law to be otherwise signed and executed and except\nwhere the signing and execution thereof shall be expressly delegated by the\nBoard of Directors to some other officer or agent of the Corporation.\n\n      Section 12. In the absence of the president or in the event of his\ninability or refusal to act, the vice-president, if any, (or in the event there\nbe more than one vice-president, the vice-presidents in the order designated by\nthe directors, or in the absence of any designation, then in the order of their\nelection) shall perform the duties of the president, and when so acting, shall\nhave all the powers of and be subject to all the restrictions upon the\npresident. The vice-presidents shall perform such other duties and have such\nother powers as the Board of Directors may from time to time prescribe.\n\n                      The Secretary and Assistant Secretary\n\n      Section 13. The secretary shall attend all meetings of the Board of\nDirectors and all meetings of the stockholders and record all the proceedings of\nthe meetings of the Corporation and of the Board of Directors in a book to be\nkept for that purpose and shall perform like duties for the standing committees\nwhen required. Such individual shall give, or cause to be given, notice of all\nmeetings of the stockholders and special meetings of the Board of Directors, and\nshall perform such other duties as may be prescribed by the Board of Directors\nor president, under whose supervision such individual shall be. Such individual\nshall have custody of the corporate seal of the Corporation and he, or an\nassistant secretary, shall have authority to affix the same to any instrument\nrequiring it and when so affixed, it may be attested by his signature or by the\nsignature of such assistant secretary. The Board of Directors may give general\nauthority to any other officer to affix the seal of the Corporation and to\nattest the affixing by his signature.\n\n      Section 14. The assistant secretary, or if there be more than one, the\nassistant secretaries in the order determined by the Board of Directors (or if\nthere be no such determination, then in the order of their election) shall, in\nthe absence of the secretary or in the event of his inability or refusal to act,\nperform the duties and exercise the powers of the secretary and shall perform\nsuch other duties and have such other powers as the Board of directors may from\ntime to time prescribe.\n\n\n                                       9\n\n\n\n                     The Treasurer and Assistant Treasurers\n\n      Section 15. The treasurer shall have the custody of the corporate funds\nand securities and shall keep full and accurate accounts of receipts and\ndisbursements in books belonging to the Corporation and shall deposit all moneys\nand other valuable effects in the name and to the credit of the Corporation in\nsuch depositories as may be designated by the Board of Directors.\n\n      Section 16. The treasurer shall disburse the funds of the Corporation as\nmay be ordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the president and the Board of Directors, at\nits regular meetings, or when the Board of Directors so requires, an account of\nall his transactions as treasurer and of the financial condition of the\nCorporation.\n\n      Section 17. If required by the Board of Directors, such individual shall\ngive the Corporation a bond (which shall be renewed every six years) in such sum\nand with such surety or sureties as shall be satisfactory to the Board of\nDirectors for the faithful performance of the duties of his office and for the\nrestoration to the Corporation, in case of his death, resignation, retirement or\nremoval from office, of all books, papers, vouchers, money and other property of\nwhatever kind in his possession or under his control belonging to the\nCorporation.\n\n      Section 18. The assistant treasurer, or if there shall be more than one,\nthe assistant treasurers in the order determined by the Board of Directors (or\nif there be no such determination, then in the order of their election) shall,\nin the absence of the treasurer or in the event of his inability or refusal to\nact, perform the duties and exercise the powers of the treasurer and shall\nperform such other duties and have such other powers as the Board of Directors\nmay from time to time prescribe.\n\n                                  ARTICLE VII\n\n                              CERTIFICATE OF STOCK\n\n      Section 1. Every holder of stock in the Corporation shall be entitled to\nhave a certificate, signed by, or in the name of the Corporation by, the\nchairman or vice-chairman of the Board of Directors, or the president or a\nvice-president and the treasurer or an assistant treasurer, or the secretary or\nan assistant secretary of the Corporation, certifying the number of shares owned\nby him in the Corporation.\n\n      If the Corporation shall be authorized to issue more than one class of\nstock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualification, limitations or\nrestrictions or such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate which the Corporation shall\nissue to represent such class or series of stock, provided that, except as\notherwise provided in Section 202 of the General Corporation Law of Delaware, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate which the Corporation shall issue to represent such class or\nseries of stock, a statement that the Corporation will furnish without charge to\neach \n\n\n                                       10\n\n\n\nstockholder who so requests the powers, designations, preferences and relative,\nparticipating, optional or other special rights of each class of stock or series\nthereof and the qualifications, limitations or restrictions of such preferences\nand\/or rights.\n\n      Section 2. Any of or all the signatures on the certificate may be\nfacsimile. In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate shall have ceased\nto be such officer, transfer agent or registrar before such certificate is\nissued, it may be issued by the Corporation with the same effect as if such\nindividual were such office, transfer agent or registrar at the date of issue.\n\n                                Lost Certificates\n\n      Section 3. The Board of Directors may direct a new certificate or\ncertificates to be issued in place of any certificate or certificates\ntheretofore issued by the Corporation alleged to have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\nlegal representative, to advertise the same in such manner as it shall require\nand\/or give the Corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the Corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n                                Transfer of Stock\n\n      Section 4. Upon surrender to the Corporation or the transfer agent of the\nCorporation of a certificate for shares duly endorsed or accompanied by proper\nevidence of succession, assignation or authority to transfer, it shall be the\nduty of the Corporation to issue a new certificate to the person entitled\nthereto, cancel the old certificate and record the transaction upon its books.\n\n                               Fixing Record Date\n\n      Section 5. In order that the Corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of stockholder or any\nadjournment thereof, or to express consent to corporate action in writing\nwithout a meeting, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action, the Board of Directors may fix, in advance, a record date,\nwhich shall not be more than sixty (60) nor less than ten (10) days before the\ndate of such meeting, nor more than sixty (60) days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n                             Registered Stockholders\n\n      Section 6. The Corporation shall be entitled to recognize the exclusive\nright of a person registered on its books as the owner of shares to receive\ndividends, and to vote as \n\n\n                                       11\n\n\n\nsuch owner, and to hold liable for calls and assessments a person registered on\nits books as the owner of shares and shall not be bound to recognize any\nequitable or other claim to or interest in such share or shares on the part of\nany other person, whether or not it shall have express or other notice thereof,\nexcept as otherwise provided by the laws of Delaware.\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n                                    DIVIDENDS\n\n      Section 1. Dividends upon the capital stock of the Corporation, subject to\nthe provisions of the Certificate of Incorporation, if any, may be declared by\nthe Board of Directors at any regular or special meeting, pursuant to law.\nDividends may be paid in cash, in property, or in shares of the capital stock,\nsubject to the provisions of the Certificate of Incorporation.\n\n      Section 2. Before payment of any dividend, there may be set aside out of\nany funds of the Corporation available for dividends such sum or sums as the\ndirectors from time to time, in their absolute discretion, think proper as a\nreserve or reserves to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the Corporation, or for such other\npurposes as the directors shall think conducive to the interest of the\nCorporation, and the directors may modify or abolish any such reserve in the\nmanner in which it was created.\n\n                                     Checks\n\n      Section 3. All checks or demands for money and notes of the Corporation\nshall be signed by such officer or officers or such other person or persons as\nthe Board of Directors may from time to time designate.\n\n                                   Fiscal Year\n\n      Section 4. The fiscal year of the Corporation shall end on December 31,\nunless otherwise fixed by resolution of the Board of Directors.\n\n                                      Seal\n\n      Section 5. The Board of Directors may adopt a corporate seal having\ninscribed thereon the name of the Corporation, the year of its organization and\nthe words 'Corporate Seal, Delaware.' The seal may be used by causing it or a\nfacsimile thereof to be impressed or affixed or reproduced or otherwise.\n\n                                 Indemnification\n\n      Section 6. The Corporation shall, to the fullest extent authorized under\nthe laws of the State of Delaware, as those laws may be amended and supplemented\nfrom time to time, indemnify any director or officer made, or threatened to be\nmade, a party to an action or proceeding, whether criminal, civil,\nadministrative or investigative, by reason of being a director or officer of the\nCorporation or a predecessor corporation or, at the Corporation's request, a\n\n\n                                       12\n\n\n\ndirector or officer of another corporation, provided, however, that the\nCorporation shall indemnify any such agent in connection with a proceeding\ninitiated by such agent only if such proceeding was authorized by the Board of\nDirectors of the Corporation. The indemnification provided for in this Section 6\nshall: (i) not be deemed exclusive of any other rights to which those\nindemnified may be entitled under any bylaw, agreement or vote of stockholders\nor disinterested directors or otherwise, both as to action in their official\ncapacities and as to action in another capacity while holding such office, (ii)\ncontinue as to a person who has ceased to be a director, and (iii) inure to the\nbenefit of the heirs, executors and administrators of such a person. The\nCorporation's obligation to provide indemnification under this Section 6 shall\nbe offset to the extent of any other source of indemnification or any otherwise\napplicable insurance coverage under a policy maintained by the Corporation or\nany other person.\n\n      Expenses incurred by a director or officer of the Corporation in defending\na civil or criminal action, suit or proceeding by reason of the fact that such\nindividual is or was a director of the Corporation (or was serving at the\nCorporation's request as a director or officer of another corporation) shall be\npaid by the Corporation in advance of the final disposition of such action, suit\nor proceeding upon receipt of an undertaking by or on behalf of such director to\nrepay such amount if it shall ultimately be determined that such individual is\nnot entitled to be indemnified by the Corporation as authorized by relevant\nsections of the General Corporation Law of Delaware. Notwithstanding the\nforegoing, the Corporation shall not be required to advance such expenses to an\nagent who is a party to an action, suit or proceeding brought by the Corporation\nand approved by a majority of the Board of Directors of the Corporation which\nalleges willful misappropriation of corporate assets by such agent, disclosure\nof confidential information in violation of such agent's fiduciary or\ncontractual obligations to the Corporation or any other willful and deliberate\nbreach in bad faith of such agent's duty to the Corporation or its stockholders.\n\n      The foregoing provisions of this Section 6 shall be deemed to be a\ncontract between the Corporation and each director who serves in such capacity\nat any time while this bylaw is in effect, and any repeal or modification\nthereof shall not affect any rights or obligations then existing with respect to\nany state of facts then or theretofore existing or any action, suit or\nproceeding theretofore or thereafter brought based in whole or in part upon any\nsuch state of facts.\n\n      To assure indemnification under this Section 6 of all directors and\nofficers who are determined by the Corporation or otherwise to be or to have\nbeen 'fiduciaries' of any employee benefit plan of the Corporation which may\nexist from time to time, Section 145 of the General Corporation Law of Delaware\nshall, for the purposes of this Section 6, be interpreted as follows: and 'other\nenterprise' shall be deemed to include such an employee benefit plan, including\nwithout limitation, any plan of the Corporation which is governed by the Act of\nCongress entitled 'Employee Retirement Income Security Act of 1974,' as amended\nfrom time to time; the Corporation shall be deemed to have requested a person to\nserve an employee benefit plan where the performance by such person of his\nduties to the Corporation also imposes duties on, or otherwise involves services\nby, such person to the plan or participants or beneficiaries of the plan; excise\ntaxes assessed on a person with respect to an employee benefit plan pursuant to\nsuch Act of Congress shall be deemed 'fines.'\n\n\n                                       13\n\n\n\n                      Transactions with Interested Parties\n\n      Section 7. No contract or transaction between the Corporation and one or\nmore of the directors or officers, or between the Corporation and any other\ncorporation, partnership, association, or other organization in which one or\nmore of the directors or officers are directors or officers, or have a financial\ninterest, shall be void or voidable solely for this reason, or solely because\nsuch director or officer is present at or participates in the meeting of the\nBoard of Directors or a committee of the Board of Directors which authorizes the\ncontract or transaction or solely because his, her or their votes are counted\nfor such purpose, if:\n\n               (1) The material facts as to his or her relationship or interest\n      and as to the contract or transaction are disclosed or are known to the\n      Board of Directors or the committee, and the Board or committee in good\n      faith authorizes the contract or transaction by the affirmative vote of a\n      majority of the disinterested directors, even though the disinterested\n      directors be less than a quorum;\n\n               (2) The material facts as to his or her relationship or interest\n      and as to the contract or transaction are disclosed or are known to the\n      stockholders entitled to vote thereon, and the contract or transaction is\n      specifically approved in good faith by vote of the stockholders; or\n\n               (3) The contract or transaction is fair as to the Corporation as\n      of the time it is authorized, approved or ratified, by the Board of\n      Directors, a committee of the Board of Directors, or the stockholders.\n      Common or interested directors may be counted in determining the presence\n      of a quorum at a meeting of the Board of Directors or of a committee which\n      authorizes the contract or transaction.\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n      These By-Laws may be repealed, altered, amended or rescinded by the\nstockholders of the Corporation by vote of not less than 66.67% of the\noutstanding shares of capital stock of the Corporation entitled to vote\ngenerally in the election of directors (considered for this purpose as one\nclass) cast at a meeting of the stockholders called for that purpose (provided\nthat notice of such proposed repeal, alteration, amendment or rescission is\nincluded in the notice of such meeting). In addition, in accordance with the\nCorporation's Certificate of Incorporation, the Board of Directors may repeal,\nalter, amend or rescind these By-Laws by vote of 66.67% of the Board of\nDirectors.\n\n\n                                       14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41462","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","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\/41462","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=41462"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41462"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41462"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41462"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}