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Title: |
Bylaws |
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Date: |
2005 |
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43KB total |
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$44 |
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ID: |
#1900472 |
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GROUND ZERO INC.
BYLAWS
(Incorporated under the Laws of Missouri)
Adopted February 16, 1998
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I. OFFICE | 1 | |||
| SECTION 1.1. PRINCIPAL OFFICE. | 1 | |||
| SECTION 1.2. REGISTERED OFFICE. | 1 | |||
| ARTICLE II. MEETINGS OF SHAREHOLDERS | 1 | |||
| SECTION 2.1. ANNUAL MEETING. | 1 | |||
| SECTION 2.2. SPECIAL MEETINGS. | 1 | |||
| SECTION 2.3. PLACE AND TIME OF MEETINGS. | 1 | |||
| SECTION 2.4. NOTICE OF MEETINGS. | 1 | |||
| SECTION 2.5. DATE FOR DETERMINING SHAREHOLDERS ENTITLED TO VOTE. | 2 | |||
| SECTION 2.6. VOTING RECORD. | 2 | |||
| SECTION 2.7. QUORUM. | 2 | |||
| SECTION 2.8. PROXIES. | 3 | |||
| SECTION 2.9. CONVENING SHAREHOLDERS MEETINGS. | 3 | |||
| SECTION 2.10. VOTING AT MEETINGS. | 3 | |||
| SECTION 2.11. PERSONS WHO MAY VOTE CERTAIN SHARES. | 3 | |||
| SECTION 2.12. ACTIONS WITHOUT MEETINGS. | 4 | |||
| ARTICLE III. BOARD OF DIRECTORS | 4 | |||
| SECTION 3.1. GENERAL POWERS. | 4 | |||
| SECTION 3.2. NUMBER, TERM, AND ELECTION. | 4 | |||
| SECTION 3.3. REMOVAL OF DIRECTORS. | 4 | |||
| SECTION 3.4. REGULAR MEETINGS. | 5 | |||
| SECTION 3.5. SPECIAL MEETINGS. | 5 | |||
| SECTION 3.6. PLACE OF MEETINGS. | 5 | |||
| SECTION 3.7. QUORUM. | 6 | |||
| SECTION 3.8. COMMITTEES. | 6 | |||
| SECTION 3.9. COMPENSATION. | 6 | |||
| SECTION 3.10. ACTIONS WITHOUT MEETINGS. | 6 | |||
| ARTICLE IV. OFFICERS | 6 | |||
| SECTION 4.1. GENERAL. | 6 | |||
| SECTION 4.2. CHIEF EXECUTIVE OFFICER. | 7 | |||
| SECTION 4.3. CHAIRMAN OF THE BOARD. | 7 | |||
| SECTION 4.4. PRESIDENT. | 7 | |||
| SECTION 4.5. VICE-PRESIDENTS. | 7 | |||
| SECTION 4.6. SECRETARY. | 7 | |||
| SECTION 4.7. TREASURER. | 8 | |||
| SECTION 4.8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. | 8 | |||
| SECTION 4.9. VACANCIES. | 8 | |||
i
| ARTICLE V. CAPITAL STOCK | 8 | |||
| SECTION 5.1. CERTIFICATES. | 8 | |||
| SECTION 5.2. LOST OR DESTROYED CERTIFICATES. | 9 | |||
| SECTION 5.3. STOCK TRANSFERS. | 9 | |||
| SECTION 5.4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. | 9 | |||
| SECTION 5.5. RECORD HOLDERS OF STOCK. | 10 | |||
| SECTION 5.6. DIVIDENDS. | 10 | |||
| SECTION 5.7. TREASURY STOCK. | 10 | |||
| ARTICLE VI. INDEMNIFICATION | 10 | |||
| SECTION 6.1. LIABILITIES COVERED. | 10 | |||
| SECTION 6.2. ADVANCE PAYMENT OF EXPENSES. | 11 | |||
| SECTION 6.3. INSURANCE. | 11 | |||
| SECTION 6.4. CONSOLIDATIONS AND MERGERS. | 11 | |||
| SECTION 6.5. OTHER DEFINITIONS. | 11 | |||
| ARTICLE VII. MISCELLANEOUS | 12 | |||
| SECTION 7.1. NEGOTIABLE INSTRUMENTS AND CONTRACTS. | 12 | |||
| SECTION 7.2. RESIGNATIONS. | 12 | |||
| SECTION 7.3. FISCAL YEAR. | 12 | |||
| SECTION 7.4. AMENDMENTS. | 12 | |||
| SECTION 7.5. WAIVER OF NOTICE. | 12 | |||
| SECTION 7.6. INSPECTION OF RECORDS. | 12 | |||
| SECTION 7.7. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. | 12 | |||
| SECTION 7.8. COMPUTATION OF TIME. | 13 | |||
ii
BYLAWS
ARTICLE I. OFFICE
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the corporation shall be located in the of City of St. Louis, State of Missouri. The corporation may have such other offices, either within or without the State of Missouri, as the Board of Directors may designate or as the business of the corporation may from time to time require.
SECTION 1.2. REGISTERED OFFICE. The registered office of the corporation, required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri, may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent, as provided by law.
ARTICLE II. MEETINGS OF SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. An annual meeting of the shareholders for the purpose of electing directors and for the transaction of such other business as may come before the meeting shall be held on the third Wednesday of the month of January in each year, beginning with the year 1998, or on such other day within such month as shall be fixed by the Board of Directors. If the day fixed for the annual meeting shall be a legal holiday in the State of Missouri, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.
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