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Title: |
Bylaws |
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Date: |
2003 |
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Preview shows 5KB of 33KB total |
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$37 |
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#1341764 |
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NARROWSTEP INC.
(A Delaware Company)
BY-LAWS
NARROWSTEP INC.
(A Delaware Company)
BY-LAWS
TABLE OF CONTENTS
ARTICLE 1
STOCKHOLDERS 1
Section 1.1 Annual Meetings. 1
Section 1.2 Special Meetings. 1
Section 1.3 Notice of Meetings. 1
Section 1.4 Business Transacted at Special Meetings of Stockholders. 1
Section 1.5 Quorum. 1
Section 1.6 Consent of Stockholders in Lieu of Meeting. 2
Section 1.7 Approval or Ratification by Stockholders. 2
ARTICLE 2
BOARD OF DIRECTORS 2
Section 2.1 General Powers. 2
Section 2.2 Number and Term of Office. 2
Section 2.3 Election of Directors. 2
Section 2.4 Annual and Regular Meetings. 3
Section 2.5 Special Meetings; Notice. 3
Section 2.6 Quorum. 3
Section 2.7 Telephone Meetings; Action Without a Meeting. 3
Section 2.8 Resignations. 4
Section 2.9 Removal of Directors. 4
Section 2.10 Vacancies and Newly Created Directorships. 4
Section 2.11 Compensation. 4
ARTICLE 3
COMMITTEES 4
Section 3.1 How Constituted. 4
Section 3.2 Powers. 5
Section 3.3 Proceedings. 5
Section 3.4 Quorum and Manner of Acting; Telephone Meetings. 5
Section 3.5 Resignation. 5
Section 3.6 Removal. 5
Section 3.7 Vacancies. 5
ARTICLE 4
OFFICERS 6
Section 4.1 Number. 6
Section 4.2 Election. 6
Section 4.3 Additional Officers. 6
Section 4.4 Salaries. 6
Section 4.5 Resignations. 6
Section 4.6 Removal and Vacancies. 6
Section 4.7 Duties of the President. 7
Section 4.8 Duties of the Vice Presidents. 7
Section 4.9 Duties of the Secretary. 7
Section 4.10 Duties of the Controller. 7
Section 4.11 Employee Bonds. 7
ARTICLE 5
CAPITAL STOCK 8
Section 5.1 Certificates of Stock. 8
Section 5.2 Signatures. 8
Section 5.3 Lost, Stolen or Destroyed Certificates. 8
Section 5.4 Transfer of Stock. 8
Section 5.5 Record Date. 8
Section 5.6 Registered Stockholders. 9
ARTICLE 6
INDEMNIFICATION 9
Section 6.1 Actions Against Officers and Directors. 9
Section 6.2 Insurance. 9
ARTICLE 7
GENERAL PROVISIONS 9
Section 7.1 Dividends. 9
Section 7.2 Reserves. 10
Section 7.3 Checks. 10
Section 7.4 Fiscal Year. 10
Section 7.5 Seal. 10
Section 7.6 Offices. 10
ARTICLE 8
AMENDMENTS 10
Section 8.1 Amendments. 10
BY-LAWS
1 ARTICLE
2 STOCKHOLDERS
2.1 Section Annual Meetings. The annual meeting of the Stockholders of the Company for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place either within or without the State of Delaware and at 10:00 A.M. local time on the fourth Tuesday in March (or, if such is a legal holiday, then on the next succeeding business day), or at such other time and date as shall be fixed from time to time by resolution of the Board of Directors and as set forth in the notice of the meeting. The Chairman of the Board or, in his absence, the President, shall determine the purpose or purposes and the agenda of and order of business at all regular and special meetings called by the Board and of any committee on which he serves.
2.2 Section Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the absence or disability of the President, by any Vice President), or by the Board of Directors, and may be called by one-fourth of the shares of stock of the Company issued and outstanding and entitled to vote at such meeting. Any such request by stockholders shall state the purpose or purposes of the proposed meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice.
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