AMENDED
AND RESTATED
BY-LAWS
OF MONOPAR THERAPEUTICS INC.
ARTICLE
I OFFICES
Section 1.01 Registered
Office. The address, principal office, and principal place
of business of Monopar Therapeutics Inc. (hereinafter called the
"Corporation") in the State
of Delaware shall be at 5 Revere Dr., Suite 200, Northbrook,
Illinois 60062. The address of the Corporation’s registered
office in Delaware shall be Corporation Trust Center, 1209 Orange
Street, Wilmington, DE 19801.
Section 1.02 Other
Offices. The Corporation may also have offices at such other
places, both within and outside the State of Delaware, as the
acting board of directors of the Corporation (the "Board of Directors") from time to time
shall determine or the business of the Corporation may
require.
Section 1.03 Books
and Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger,
books of account and minute books, may be maintained on any
information storage device or method; provided that the records so kept can
be converted into clearly legible paper form within a reasonable
time. The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect such records pursuant to
applicable law.
ARTICLE
II
MEETINGS
OF THE STOCKHOLDERS
Section 2.01 Place
of Meetings. All meetings of the stockholders shall be held
at such place, if any, either within or without the State of
Delaware, as shall be designated from time to time by resolution of
the Board of Directors and stated in the notice of meeting. If
authorized by the Board of Directors in its sole discretion, and
subject to such guidelines and procedures as the Board of Directors
may adopt, stockholders and proxyholders not physically present at
a meeting of stockholders may, by means of remote communication
participate in a meeting of stockholders; and be deemed present in
person and vote at a meeting of stockholders, whether such meeting
is to be held at a designated place or solely by means of remote
communication, provided that (i) the Corporation shall implement
reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication
is a stockholder or proxyholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting
and to vote on matters submitted to the stockholders, including an
opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.
Section 2.02 Annual
Meeting. Unless directors are elected by written consent in
lieu of an annual meeting as permitted by Section 2.11, 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 date, time and place, if any, as
shall be determined by the Board of Directors and stated in the
notice of the meeting.
Section 2.03 Special
Meetings. Special meetings of stockholders for any purpose
or purposes shall be called pursuant to a resolution approved by
the Board of Directors and may not be called by any other person or
persons. The only business which may be conducted at a special
meeting shall be the matter or matters set forth in the notice of
such meeting.
Section 2.04 Adjournments.
Any meeting of the stockholders, annual or special, may be
adjourned from time to time to reconvene at the same or some other
place, if any, and notice need not be given of any such adjourned
meeting if the time, place, if any, thereof and the means of remote
communication, if any, are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, a
notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. If after the adjournment
a new record date is fixed for stockholders entitled to vote at the
adjourned meeting, the Board of Directors shall fix a new record
date for notice of the adjourned meeting and shall give notice of
the adjourned meeting to each stockholder of record entitled to
vote at the adjourned meeting as of the record date fixed for
notice of the adjourned meeting.
Section 2.05 Notice
of Meetings. Notice of the place, if any, date, hour, the
record date for determining the stockholders entitled to vote at
the meeting (if such date is different from the record date for
stockholders entitled to notice of the meeting) and means of remote
communication, if any, of every meeting of stockholders shall be
given by the Corporation not less than ten days nor more than 60
days before the meeting (unless a different time is specified by
law) to every stockholder entitled to vote at the meeting as of the
record date for determining the stockholders entitled to notice of
the meeting. Notices of special meetings shall also specify the
purpose or purposes for which the meeting has been called. Except
as otherwise provided herein or permitted by applicable law, notice
to stockholders shall be in writing and delivered personally or
mailed to the stockholders at their address appearing on the books
of the Corporation. Without limiting the manner by which notice
otherwise may be given effectively to stockholders, notice of
meetings may be given to stockholders by means of electronic
transmission in accordance with applicable law. Notice of any
meeting need not be given to any stockholder who shall, either
before or after the meeting, submit a waiver of notice or who shall
attend such meeting, except when the stockholder attends for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of the
meeting shall be bound by the proceedings of the meeting in all
respects as if due notice thereof had been given.
Section 2.06 List
of Stockholders. The officer of the Corporation who has
charge of the stock ledger shall prepare a complete list of the
stockholders entitled to vote at any meeting
of
stockholders (provided, however, if the record date for determining
the stockholders entitled to vote is less than ten days before the
date of the meeting, the list shall reflect the stockholders
entitled to vote as of the tenth day before the meeting date),
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of each class of capital stock
of the Corporation registered in the name of each stockholder at
least ten days before any meeting of the stockholders. Such list
shall be open to the examination of any stockholder, for any
purpose germane to the meeting, on a reasonably accessible
electronic network if the information required to gain access to
such list was provided with the notice of the meeting or during
ordinary business hours, at the principal place of business of the
Corporation for a period of at least ten days before the meeting.
If the meeting is to be held at a place, the list shall also be
produced and kept at the time and place of the meeting the whole
time thereof and may be inspected by any stockholder who is
present. If the meeting is held solely by means of remote
communication, the list shall also be open for inspection by any
stockholder during the whole time of the meeting as provided by
applicable law. Except as provided by applicable law, the stock
ledger of the Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger and the list
of stockholders or to vote in person or by proxy at any meeting of
stockholders.
Section 2.07 Quorum.
Unless otherwise required by law, the Corporation's Certificate of
Incorporation (the "Certificate of
Incorporation") or these by-laws, at each meeting of the
stockholders, a majority in voting power of the shares of the
Corporation entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power, by the
affirmative vote of a majority in voting power thereof, to adjourn
the meeting from time to time, in the manner provided in Section
2.04, until a quorum shall be present or represented. A quorum,
once established, shall not be broken by the subsequent withdrawal
of enough votes to leave less than a quorum. At any such adjourned
meeting at which there is a quorum, any business may be transacted
that might have been transacted at the meeting originally
called.
Section 2.08 Conduct
of Meetings. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of the
stockholders as it shall deem appropriate. At every meeting of the
stockholders, the President, or in his or her absence or inability
to act, the Vice President, or, in his or her absence or inability
to act, the person whom the President shall appoint, shall act as
chairman of, and preside at, the meeting. The secretary or, in his
or her absence or inability to act, the person whom the chairman of
the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof. Except to
the extent inconsistent with such rules and regulations as adopted
by the Board of Directors, the chairman of any meeting of the
stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business
for the meeting; (b) the determination of when the polls shall open
and close for any given matter to be voted on at the meeting; (c)
rules and procedures for maintaining order at the meeting and the
safety of those present; (d) limitations on attendance at or
participation in
the
meeting to stockholders of record of the corporation, their duly
authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (e) restrictions on entry
to the meeting after the time fixed for the commencement thereof;
and (f) limitations on the time allotted to questions or comments
by participants.
Section 2.09 Voting;
Proxies. Unless otherwise required by law or the Certificate
of Incorporation the election of directors shall be decided by a
plurality of the votes cast at a meeting of the stockholders by the
holders of stock entitled to vote in the election. Unless otherwise
required by law, the Certificate of Incorporation or these by-laws,
any matter, other than the election of directors, brought before
any meeting of stockholders shall be decided by the affirmative
vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the matter. Each
stockholder entitled to vote at a meeting of stockholders or to
express consent to corporate action in writing without a meeting
may authorize another person or persons to act for such stockholder
by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by delivering to the
secretary of the Corporation a revocation of the proxy or a new
proxy bearing a later date. Voting at meetings of stockholders need
not be by written ballot.
Section 2.10 Inspectors
at Meetings of Stockholders. The Board of Directors, in
advance of any meeting of stockholders, may, and shall if required
by law, appoint one or more inspectors, who may be employees of the
Corporation, to act at the meeting or any adjournment thereof and
make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to
act at a meeting, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her
ability. The inspectors shall (a) ascertain the number of shares
outstanding and the voting power of each, (b) determine the shares
represented at the meeting, the existence of a quorum and the
validity of proxies and ballots, (c) count all votes and ballots,
(d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the
inspectors and (e) certify their determination of the number of
shares represented at the meeting and their count of all votes and
ballots. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of their
duties. Unless otherwise provided by the Board of Directors, the
date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies, votes or any
revocation thereof or change thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of
Chancery of the State of Delaware upon application by a stockholder
shall determine otherwise. In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders, the
inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for office at an
election may serve as an inspector at such election.
Section 2.11 Written
Consent of Stockholders Without a Meeting. Any action to be
taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action to be so
taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be
delivered (by hand or by certified or registered mail, return
receipt requested) to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business or
an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.
Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the
manner required by this Section, written consents signed by a
sufficient number of holders to take action are delivered to the
Corporation as aforesaid. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall, to the extent required by applicable law, be given
to those stockholders who have not consented in writing, and who,
if the action had been taken at a meeting, would have been entitled
to notice of the meeting if the record date for notice of such
meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to
the Corporation. Stockholders may act by written consent to elect
directors; provided, however, that, if such consent is less than
unanimous, such action by written consent may be in lieu of holding
an annual meeting only if all of the directorships to which
directors could be elected at an annual meeting held at the
effective time of such action are vacant and are filled by such
action.
Section
2.12 Fixing
the Record Date.
(a) In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record
date shall not be more than 60 nor less than ten days before the
date of such meeting. If the Board of Directors so fixes a date,
such date shall also be the record date for determining the
stockholders entitled to vote at such meeting unless the Board of
Directors determines, at the time it fixes such record date, that a
later date on or before the date of the meeting shall be the date
for making such determination. If no record date is fixed by the
Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the determination of
stockholders entitled to vote at the adjourned meeting and in such
case shall also fix as the record date for stockholders entitled to
notice of such adjourned meeting the same or an earlier date as
that fixed for the determination of stockholders entitled to vote
therewith at the adjourned meeting.
(b) In order that the
Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record
date for determining stockholders entitled to consent to corporate
action in writing without a meeting: (i) when no prior action by
the Board of Directors is required by law, the record date for such
purpose shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered
to the Corporation by delivery (by hand, or by certified or
registered mail, return receipt requested) to its registered office
in the State of Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in
which proceedings of meetings of stockholders are recorded and (ii)
if prior action by the Board of Directors is required by law, the
record date for such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution
taking such prior action.
(c) In order that the
Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix
a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such action. If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution
relating thereto.
ARTICLE
III BOARD OF DIRECTORS
Section 3.01 General
Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The
Board of Directors may adopt such rules and procedures, not
inconsistent with the Certificate of Incorporation, these by-laws
or applicable law, as it may deem proper for the conduct of its
meetings and the management of the Corporation.
Section 3.02 Number;
Term of Office. The number of directors of the Corporation
shall not be less than three nor more than seven. The number of
directors shall, at the date of adoption of these Bylaws, initially
be fixed at four, and hereafter, such number of directors may be
fixed or changed at any annual meeting of the stockholders or at
any special meeting of the stockholder called for that purpose by
the affirmative vote of the holders of a majority or more of the
voting power of the Corporation. Each director shall hold office
for a period of one year and until a successor is duly elected and
qualified or until the director's earlier death, resignation,
disqualification or removal.
Section 3.03 Newly
Created Directorships and Vacancies. Any newly created
directorships resulting from an increase in the authorized number
of directors and any vacancies occurring in the Board of Directors,
may be filled by the affirmative votes of a majority of the
remaining members of the Board of Directors, although less than a
quorum, or by a sole remaining director. A director so elected
shall be elected to hold office until the earlier of the expiration
of the term of office of the director whom he or she has replaced,
a successor is duly elected and qualified or the earlier of such
director's death, resignation or removal.
Section 3.04 Resignation.
Any director may resign at any time by notice given in writing or
by electronic transmission to the Corporation. Such resignation
shall take effect at the date of receipt of such notice by the
Corporation or at such later time as is therein
specified.
Section 3.05 Removal.
Except as prohibited by applicable law or the Certificate of
Incorporation, the stockholders entitled to vote in an election of
directors may remove any director from office at any time, with or
without cause, by the affirmative vote of a majority in voting
power thereof.
Section 3.06 Fees
and Expenses. Directors shall receive such fees, which may
include equity compensation, and expenses as the Board of Directors
shall from time to time prescribe.
Section 3.07 Regular
Meetings. Regular meetings of the Board of Directors may be
held without notice at such times and at such places as may be
determined from time to time by the Board of Directors or its
chairman.
Section 3.08 Special
Meetings. Special meetings of the Board of Directors may be
held at such times and at such places as may be determined by the
chairman or the President on at least 24 hours' notice to each
director given by one of the means specified in Section 3.11 hereof other than by mail
or on at least three days' notice if given by mail. Special
meetings shall be called by the chairman or the President in like
manner and on like notice on the written request of any two or more
directors.
Section 3.09 Telephone
Meetings. Board of Directors or Board of Directors committee
meetings may be held by means of telephone conference or other
communications equipment by means of which all persons
participating in the meeting can hear each other and be heard.
Participation by a director in a meeting pursuant to this Section
shall constitute presence in person at such meeting.
Section 3.10 Adjourned
Meetings. A majority of the directors present at any meeting
of the Board of Directors, including an adjourned meeting, whether
or not a quorum is present, may adjourn and reconvene such meeting
to another time and place. At least 24 hours' notice of any
adjourned meeting of the Board of Directors shall be given to each
director whether or not present at the time of the adjournment, if
such notice shall be given by one of the means specified in
Section 3.11 hereof other
than by mail, or at least three days' notice if by mail. Any
business may be transacted at an adjourned meeting that might have
been transacted at the meeting as originally called.
Section 3.11 Notices.
Subject to Section 3.08, Section 3.10 and Section 3.12 hereof,
whenever notice is required to be given to any director by
applicable law, the Certificate of Incorporation or these by-laws,
such notice shall be deemed given effectively if given in person or
by telephone, mail addressed to such director at such director's
address as it appears on the records of the Corporation, facsimile,
e-mail or by other means of electronic transmission.
Section 3.12 Waiver
of Notice. Whenever notice to directors is required by
applicable law, the Certificate of Incorporation or these by-laws,
a waiver thereof, in writing signed by, or by electronic
transmission by, the director entitled to the notice, whether
before or after such notice is required, shall be deemed equivalent
to notice. Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting except when the director attends a
meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business on the ground that
the meeting was not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or
special Board of Directors or committee meeting need be specified
in any waiver of notice.
Section 3.13 Organization.
At each meeting of the Board of Directors, the chairman or, in his
or her absence, another director selected by the Board of Directors
shall preside. The secretary shall act as secretary at each meeting
of the Board of Directors. If the secretary is absent from any
meeting of the Board of Directors, an assistant secretary shall
perform the duties of secretary at such meeting; and in the absence
from any such meeting of the secretary and all assistant
secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.
Section 3.14 Quorum
of Directors. The presence of a majority of the Board of
Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business at any meeting of the Board of
Directors.
Section 3.15 Action
by Majority Vote. Except as otherwise expressly required by
these by-laws, the Certificate of Incorporation or by applicable
law, the vote of a majority of the directors shall be the act of
the Board of Directors.
Section 3.16 Action
Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if all
directors or members of such committee, as the case may be, consent
thereto in writing or by electronic transmission, and the writings
or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee in accordance
with applicable law.
Section 3.17 Committees
of the Board of Directors. The Board of Directors may
designate one or more committees, each committee to consist of one
or more of the directors of the Corporation. The Board of Directors
may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member of a committee shall be
absent from any meeting, or disqualified from voting thereat, the
remaining member or members present at the meeting and not
disqualified from voting, whether or not such member or members
constitute a quorum, may
unanimously appoint
another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. Any such
committee, to the extent permitted by applicable law, shall have
and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be
affixed to all papers that may require it to the extent so
authorized by the Board of Directors. Unless the Board of Directors
provides otherwise, at all meetings of such committee, a majority
of the then authorized members of the committee shall constitute a
quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which
there is a quorum shall be the act of the committee. Each committee
shall keep regular minutes of its meetings. Unless the Board of
Directors provides otherwise, each committee designated by the
Board of Directors may make, alter and repeal rules and procedures
for the conduct of its business. In the absence of such rules and
procedures each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to
this Article III.
ARTICLE
IV OFFICERS
Section 4.01 Positions
and Election. The officers of the Corporation shall be
elected annually by the Board of Directors and shall include a
president, a treasurer and a secretary. The Board of Directors, in
its discretion, may also elect a chairman (who must be a director),
one or more vice chairmen (who must be directors) and one or more
vice presidents, assistant treasurers, assistant secretaries and
other officers. Any two or more offices may be held by the same
person.
Section 4.02 Term.
Each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such
officer's earlier death, resignation or removal. Any officer
elected or appointed by the Board of Directors may be removed by
the Board of Directors at any time with or without cause by the
majority vote of the members of the Board of Directors then in
office. The removal of an officer shall be without prejudice to his
or her contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights. Any officer of
the Corporation may resign at any time by giving written notice of
his or her resignation to the president or the secretary. Any such
resignation shall take effect at the time specified therein or, if
the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary
to make it effective. Should any vacancy occur among the officers,
the position shall be filled for the unexpired portion of the term
by appointment made by the Board of Directors.
Section 4.03 The
President. The president shall have general supervision over
the business of the Corporation and other duties incident to the
office of president, and any other duties as may be from time to
time assigned to the president by the Board of Directors and
subject to the control of the Board of Directors in each
case.
Section 4.04 Vice
Presidents. Each vice president shall have such powers and
perform such duties as may be assigned to him or her from time to
time by the chairman of the Board of Directors or the
president.
Section 4.05 The
Secretary. The secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record
all votes and the minutes of all proceedings in a book to be kept
for that purpose, and shall perform like duties for committees when
required. He or she shall give, or cause to be given, notice of all
meetings of the stockholders and meetings of the Board of
Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or the president. The secretary shall
keep in safe custody the seal of the Corporation and have authority
to affix the seal to all documents requiring it and attest to the
same.
Section 4.06 The
Treasurer. The treasurer shall have the custody of the
corporate funds and securities, except as otherwise provided by the
Board of Directors, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall
render to the president and the directors, at the regular meetings
of the Board of Directors, or whenever they may require it, an
account of all his or her transactions as treasurer and of the
financial condition of the Corporation.
Section 4.07 Duties
of Officers May Be Delegated. In case any officer is absent,
or for any other reason that the Board of Directors may deem
sufficient, the president or the Board of Directors may delegate
for the time being the powers or duties of such officer to any
other officer or to any director.
ARTICLE
V
STOCK
CERTIFICATES AND THEIR TRANSFER
Section 5.01 Certificates
Representing Shares. The shares of stock of the Corporation
shall be represented by certificates; provided that the Board of
Directors may provide by resolution or resolutions that some or all
of any class or series shall be uncertificated shares that may be
evidenced by a book-entry system maintained by the registrar of
such stock. If shares are represented by certificates, such
certificates shall be in the form, other than bearer form, approved
by the Board of Directors. The certificates representing shares of
stock of each class shall be signed by, or in the name of, the
Corporation by the chairman, any vice chairman, the president or
any vice president, and by the secretary, any assistant secretary,
the treasurer or any assistant treasurer. Any or all such
signatures may be facsimiles. Although any officer, transfer agent
or registrar whose manual or facsimile signature is affixed to such
a certificate ceases to be such officer, transfer agent or
registrar before such certificate has been issued, it may
nevertheless be issued by the Corporation with the same effect as
if such officer, transfer agent or registrar were still such at the
date of its issue.
Section 5.02 Lost,
Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate or uncertificated shares to be issued in
place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of
an affidavit of that fact by the owner of the allegedly lost,
stolen or destroyed certificate. When
authorizing such issue of a new
certificate or uncertificated shares, the Board of Directors
may,
in its discretion and as a condition precedent
to the issuance thereof, require the owner of the lost, stolen or
destroyed certificate, or the owner's legal representative to
give the Corporation a bond sufficient to indemnify it against any
claim that may be made against the Corporation with respect
to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate or uncertificated
shares.
ARTICLE VI
GENERAL PROVISIONS
Section 6.01
Seal. The board of
directors may adopt and use a corporate seal. The seal of the
Corporation shall be in such form as shall be approved by the Board of Directors. The
seal may be
used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise, as may be prescribed by law or custom or by the Board of
Directors. Failure to affix the corporate seal, if any, shall not affect the validity of any
instrument.
Section 6.02 Fiscal
Year. The fiscal year
of the Corporation shall be the calendar
year.
Section 6.03 Checks,
Notes, Drafts, Etc. All checks, notes, drafts or other orders
for the payment of money of the Corporation shall
be signed, endorsed or accepted in the name
of the Corporation by such officer, officers, person or persons as
from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make
such designation.
Section 6.04
Dividends. Subject to
applicable law and the Certificate of Incorporation, dividends upon
the shares of capital stock of the Corporation may be declared by
the Board of Directors at any regular or special meeting of the
Board of Directors or by consent in writing. Dividends may be paid
in cash, in property or in shares of the Corporation's capital
stock,
unless otherwise provided by
applicable law or the Certificate of
Incorporation.
Section 6.05 Conflict
with Applicable Law or Certificate of Incorporation.
These by-laws are adopted
subject to
any applicable law and the
Certificate of Incorporation. Whenever these by-laws may conflict with
any applicable law or the Certificate of Incorporation, such
conflict shall be resolved in favor of such law or the
Certificate of Incorporation.
ARTICLE VII
AMENDMENTS
These by-laws may be amended, altered, changed, adopted and
repealed or new by-laws adopted at any meeting of the Board of
Directors.
Eff. March
17 2017
/s/ Chandler D.
Robinson