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Document Preview Bylaws |
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Title: |
Bylaws |
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Entities: |
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Date: |
2007 |
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Size: |
44KB total |
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Price: |
$42 |
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ID: |
#2809056 |
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BY-LAWS
OF
QUALITY GIFT DISTRIBUTORS, INC.
BY-LAWS
TABLE OF CONTENTS
| Page | ||||
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ARTICLE I STOCKHOLDERS |
1 | |||
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1.1 |
Place of Meetings | 1 | ||
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1.2 |
Annual Meeting | 1 | ||
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1.3 |
Special Meetings | 1 | ||
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1.4 |
Notice of Meetings | 1 | ||
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1.5 |
Voting List | 2 | ||
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1.6 |
Quorum | 2 | ||
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1.7 |
Adjournments | 2 | ||
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1.8 |
Voting and Proxies | 3 | ||
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1.9 |
Action at Meeting | 3 | ||
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1.10 |
Conduct of Meetings | 3 | ||
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1.11 |
Action without Meeting | 4 | ||
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ARTICLE II DIRECTORS |
5 | |||
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2.1 |
General Powers | 5 | ||
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2.2 |
Number; Election and Qualification | 5 | ||
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2.3 |
Enlargement of the Board | 5 | ||
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2.4 |
Tenure | 5 | ||
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2.5 |
Vacancies | 6 | ||
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2.6 |
Resignation | 6 | ||
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2.7 |
Regular Meetings | 6 | ||
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2.8 |
Special Meetings | 6 | ||
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2.9 |
Notice of Special Meetings | 6 | ||
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2.10 |
Meetings by Conference Communications Equipment | 6 | ||
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2.11 |
Quorum | 6 | ||
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2.12 |
Action at Meeting | 7 | ||
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2.13 |
Action by Consent | 7 | ||
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2.14 |
Removal | 7 | ||
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2.15 |
Committees | 7 | ||
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2.16 |
Compensation of Directors | 7 | ||
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ARTICLE III OFFICERS |
8 | |||
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3.1 |
Titles | 8 | ||
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3.2 |
Election | 8 | ||
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3.3 |
Qualification | 8 | ||
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3.4 |
Tenure | 8 | ||
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3.5 |
Resignation and Removal | 8 | ||
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3.6 |
Vacancies | 8 | ||
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3.7 |
Chairman of the Board | 9 | ||
- i -
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3.8 |
President; Chief Executive Officer | 9 | ||
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3.9 |
Vice Presidents | 9 | ||
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3.10 |
Secretary and Assistant Secretaries | 9 | ||
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3.11 |
Treasurer and Assistant Treasurers | 10 | ||
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3.12 |
Salaries | 10 | ||
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ARTICLE IV CAPITAL STOCK |
10 | |||
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4.1 |
Issuance of Stock | 10 | ||
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4.2 |
Certificates of Stock | 10 | ||
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4.3 |
Transfers | 11 | ||
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4.4 |
Lost, Stolen or Destroyed Certificates | 11 | ||
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4.5 |
Record Date | 11 | ||
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ARTICLE V GENERAL PROVISIONS |
12 | |||
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5.1 |
Fiscal Year | 12 | ||
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5.2 |
Corporate Seal | 12 | ||
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5.3 |
Waiver of Notice | 12 | ||
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5.4 |
Voting of Securities | 12 | ||
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5.5 |
Evidence of Authority | 13 | ||
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5.6 |
Certificate of Incorporation | 13 | ||
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5.7 |
Transactions with Interested Parties | 13 | ||
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5.8 |
Severability | 113 | ||
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5.9 |
Pronouns | 13 | ||
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ARTICLE VI AMENDMENTS |
14 | |||
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6.1 |
By the Board of Directors | 14 | ||
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6.2 |
By the Stockholders | 14 | ||
- ii -
BY-LAWS
OF
QUALITY GIFT DISTRIBUTORS, INC.
ARTICLE I
STOCKHOLDERS
1.1 Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the General Corporation Law of the State of Delaware.
1.2 Annual Meeting. Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.
1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
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