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Title:

Bylaws

Entities:

NU-GRO America Corp.

Date:

2005

Size:

45KB total

Price:

$43

ID:

#1900530

► Corporate ► Bus. Formation ► Bylaws

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AQUARIUM SYSTEMS CORPORATION

Incorporated under the laws

of the State of Delaware

BY-LAWS

As adopted on January 9, 1996

AQUARIUM SYSTEMS CORPORATION

BY-LAWS

TABLE OF CONTENTS


			Page
ARTICLE I	Offices		1
SECTION 1.		Registered Office	1
SECTION 2.		Other Offices	1

ARTICLE II	Meeting of Stockholders; Stockholders' Consent in Lieu of Meeting		1
SECTION 1.		Annual Meetings	1
SECTION 2.		Special Meetings	1
SECTION 3.		Notice of Meetings	1
SECTION 4.		Quorum	2
SECTION 5.		Organization	2
SECTION 6.		Order of Business	2
SECTION 7.		Voting	3
SECTION 8.		Inspection	3
SECTION 9.		List of Stockholders	4
SECTION 10.		Stockholders Consent in Lieu of Meeting	4

ARTICLE III	Board of Directors		4
SECTION 1.		General Powers	4
SECTION 2.		Number and Term of Office	4
SECTION 3.		Election of Directors	4
SECTION 4.		Resignation, Removal and Vacancies	5
SECTION 5.		Meetings	5
SECTION 6.		Directors Consent in Lieu of Meeting	6
SECTION 7.		Action by Means of Conference Telephone or Similar Communications Equipment	6
SECTION 8.		Committees	6

ARTICLE IV	Officers		7
SECTION 1.		Executive Officers	7
SECTION 2.		Authority and Duties	7
SECTION 3.		Other Officers	7
SECTION 4.		Term of Office, Resignation and Removal	7
SECTION 5.		Vacancies	8
SECTION 6.		The Chairman	8
SECTION 7.		The President	8
SECTION 8.		The Secretary	8
SECTION 9.		The Treasurer	8


			Page
ARTICLE V	Contracts, Checks, Drafts, Bank Accounts, Etc.		9
SECTION 1.		Execution of Documents	9
SECTION 2.		Deposits	9
SECTION 3.		Proxies with Respect to Stock or Other Securities of Other Corporations	9

ARTICLE VI	Shares and Their Transfer; Fixing Record Date		9
SECTION 1.		Certificates for Shares	9
SECTION 2.		Record	10
SECTION 3.		Transfer and Registration of Stock	10
SECTION 4.		Addresses of Stockholders	10
SECTION 5.		Lost, Destroyed and Mutilated Certificates	10
SECTION 6.		Regulations	10
SECTION 7.		Fixing Date for Determination of Stockholders of Record	10

ARTICLE VII	Seal		12

ARTICLE VIII	Fiscal Year		12

ARTICLE IX	Indemnification and Insurance		12
SECTION 1.		Indemnification	12
SECTION 2.		Insurance	14

ARTICLE X	Amendment		14

BY-LAWS OF

AQUARIUM SYSTEMS CORPORATION

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of Aquarium Systems Corporation (the Corporation), in the State of Delaware shall be at 1013 Centre Road, Wilmington, City of Wilmington, County of New Castle, Delaware 19805, and the registered agent in charge thereof shall be The Prentice-Hall Corporation System.

SECTION 2. Other Offices. The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware.

ARTICLE II

Meeting of Stockholders; Stockholders

Consent in Lieu of Meeting

SECTION 1. Annual Meetings. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors (the Board) and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the Delaware Statute) to be taken at a stockholders annual meeting are taken by written consent in lieu of meeting pursuant to Section 10 of this Article II.

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