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Title:

Bylaws

Entities:

VAC Industries Inc

Date:

2004

Size:

34KB total

Price:

$36

ID:

#1812505

► Corporate ► Bus. Formation ► Bylaws

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BY-LAWS

VAC INDUSTRIES, INC

TABLE OF CONTENTS

		Page

ARTICLE I OFFICES		1

Section 1.	Registered Office	1
Section 2.	Other Offices	1

ARTICLE II MEETINGS OF STOCKHOLDERS		1

Section 1.	Place of Meetings	1
Section 2.	Annual Meeting of Stockholders	1
Section 3.	Quorum; Adjourned Meetings and Notice Thereof	1
Section 4.	Voting	2
Section 5.	Proxies	2
Section 6.	Special Meetings	3
Section 7.	Notice of Stockholders Meetings	3
Section 8.	Maintenance and Inspection of Stockholder List	3
Section 9.	Stockholder Action by Written Consent Without a Meeting	4

ARTICLE III DIRECTORS		4

Section 1.	The Number of Directors	4
Section 2.	Vacancies	5
Section 3.	Powers	5
Section 4.	Place of Directors Meetings	6
Section 5.	Regular Meetings	6
Section 6.	Special Meetings	6
Section 7.	Quorum	6
Section 8.	Action Without Meeting	7
Section 9.	Telephonic Meeting	7
Section 10.	Committees of Directors	7
Section 11.	Minutes of Committee Meetings	8
Section 12.	Compensation of Directors	8
Section 13.	Indemnification	8

ARTICLE IV OFFICERS		9

Section 1.	Officers	9
Section 2.	Election of Officers	9
Section 3.	Subordinate Officers	9
Section 4.	Compensation of Officers	10
Section 5.	Term of Office; Removal and Vacancies	10
Section 6.	Chairman of the Board	10
Section 7.	President	10
Section 8.	Vice Presidents	11
Section 9.	Secretary	11
Section 10.	Assistant Secretary	11

Section 11.	Treasurer	12
Section 12.	Assistant Treasurer	12

ARTICLE V CERTIFICATES OF STOCK		13

Section 1.	Certificates	13
Section 2.	Signatures on Certificates	13
Section 3.	Statement of Stock Rights, Preferences, Privileges	13
Section 4.	Lost Certificates	14
Section 5.	Transfers of Stock	14
Section 6.	Fixing Record Date	14
Section 7.	Registered Stockholders	15

ARTICLE VI GENERAL PROVISIONS		15

Section 1.	Dividends	15
Section 2.	Payment of Dividends Directors Duties	15
Section 3.	Checks	16
Section 4.	Fiscal Year	16
Section 5.	Corporate Seal	16
Section 6.	Manner of Giving Notice	16
Section 7.	Waiver of Notice	16
Section 8.	Annual Statement	17

ARTICLE VII AMENDMENTS		17

Section 1.	Amendment by Directors or Stockholders	17

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders meetings shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting of Stockholders. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3. Quorum; Adjourned Meetings and Notice Thereof. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the

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