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BY-LAWS
ARTICLE I
The Corporation
1. The legal name of this corporation (herein-
Section Name.
after called the "CorpoTat%n") la
Section 2. offices. The Corporation shall have its principal
office In the State of New Vork. The Corporation may also have offices at
such other places within and without the United States as the Board of
Directors may from time to time appoint or the business of the Corporation
may require.
Section 3. Seal. The corporate seat shall have inscribed
thereon the name of the'CoEporation, the year of Its organization and the
words "Corporate Seal, New York". One or more duplicate dies for
impressing such seal may be kept and used.
ARTICLEE li
Meetings of Shareholders
Section 1, Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Corporation in the State of New
York or at such otiver place, within or without the State of New York, as
Is f1×ed in the notice of the meeting.
Section 2, Annual Meeting. An annual of the share-
meeting
holders of the Corporation for the election of directors and the transac-
of such othet- business as come before the shall
tion may properly meeting
be held on the first Monday of
in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at ten o'clock A.M.,
Eastern Standard Time, or at such other time as is fl×ed in the notice of
the meeting. if for any reason any annual meeting shall not be held at
the time herein specified, the same may be held at any time thereafter
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as or the business thereof be trans-
upon notice, herein provided, may
acted at any special meeting ca4ed for the purpose.
Section 3. Special Meetings. Special meetings of shareholders
may be called by the President whenever he deems it necessary or
advisable, A special meeting of the shareholders shall be called by the
President whenever so directed in writing by a majority of the entire
Board of 0trectors or whenver the holders of one-third (1/3) of the
number of shares of the capital stock of the Corporation entitled to vote
at such meeting shall, in writing, request the same.
Section 4, Notice of Meetings, Notice of the time and place of
the annual and of each specTaal meeting of the shareholders shall be.given
to each of the shareholders entitled to vote at such meeting by mailing the
same in a postage prepaid wrapper addressed to each such shareholders
at ble address as it appears on the books of the Corporation, or by
delivering the some personally to any such shareholder In Iteu of such
malilng, at least ten (10) and not more than fifty (50) days prior to each
meeting. Meetings may be held without notice if all of the shareholders
entitled to vote thereat are present in person or by proxy, or )f notice
thereof is wolved by all such shareholders not present In person or by
proxy, before or after the meeting. Notice by malt shalt be deemed to be
given when deposited, ƒlth postage thereon prepaid, In the United States
mall, If a meeting Is adjourned to another time, not more than thirty (30)
days hence, or to another place, and if an announcement of the adjourned
time or place is made at the meeting, It shall not be necessary to give
notice of the adjourned meeting unless the Board of Directors, after
adjournment fix a new record date for the adjouned meeting. Notice of
the annual and each special meeting of the shareholders shall indicate that
it is being issued by or at the direction of the person or persons calling
the meeting, and shall state the name and capacity of each such person.
Notice of each special meeting shall elso state the purpose or purposes for
which It has been called. Neither the business to be transacted at nor
the purpose of the annual or any special meeting of the shareholders need
be specified in any written waiver of notice.
Section 5. Record Date for Shareholders. For the purpose of
determining the shareholdersTtitTd to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express
consent to corporate action In writing without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
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dividend or other distribution or the allotment of any rights, or 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, In advance, a record date, which a at not be more
than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action, if no
date is the record date for shareholders enti-
record fixed, determining
tied to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice la
given, or, if no notice is given the day on which the meeting is held; the
record date for determining abareholders entitled to express consent to
corporate action in writing without e meeting, when no prior action by the
Board of Directors is neceasury, shall be the day on which the first
written consent is and the record date for share-
expressed; determining
holders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at
any meeting .of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned n1eeting.
Section 6. Proxy Representation. Every shareholder may
authorize another person or persons to act for him by proxy in all matters
in which a shareholder la entitled to participate, whether by waiving
notice of any meeting, voting or participating et a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
shareholder or by his attorney-in-fact. No proxy shall be voted or acted
upon after eleven months from Its date unless such proxy provides for a
longer parted. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided in $ection 608 of
the New York Business Corporation Law,
Shareholders'
Section L Voting at Meetings. Each shore of
stock shalt entitle the holder "thereof to one vote. in the election of
directprs, a plurality of the votes cast shall elect. Any other action shall
be authorized by a majority of the votes cast except where the New York
Business Corporation Law prescribes a different percentage of votes or a
different exercise of voting power. In the election of directors, and for
any other action, voting need not be by ballot.
Section 8. quorum ed Ad|ournment. Except for a special
election of directors pursuant to Scotlan 803 of the New York Business
Corporation Law, the presence, in person or by proxy, of the holders of
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a majority of the shares of the stock of the Corporation outstanding and
entitled to vote therent shall be requisite and shall constitute a quorum at
meeting of the shareholders. When a quorum is once present to
any
organize a meeting, It shall not be broken by the subsequent withdrawal
of shareholders. If at meeting of shareholders there shall be less
any any
than a quorum so present, the shareholders present In person or by
proxy. and entitled to vote thereat, may adjoun the meeting frota time to
time until a quorum shall be present, but no business shall be transacted
at any such adjourned meeting except such as might have been lawfully
transacted had the meeting not adjourned.
Section 9. List of Shareholders. The officer who has charge of
the stock ledger of thTCoTporation shall propers, make and certify, at
least ten (10) days before every meeting of shareholders, a complete ilst
of the shareholders, as of the record date fixed for such meeting,
in and the address of each share-
arranged alphabetical order, showing
holder and the number of shares registered In the name of each share¬
holder, Such list shall be open to the examination of any shareholder, for
any purpose germane to the meeting, during ordinary business hours, for
a period of at least ten 00) day prior to the meeting, either at a place
wthln the city or other municipality or community where the meeting is to
be held. The list shelf also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
shareholder who is present. if the right to vote at any meeting Is
challenged, the inspectors of election, if any, or the person presiding
thereat, shall re-quire such list of shareholders to be produced as
evidence of the right of the persons chaftenced to vote at such meeting,
and all persons who appear from such list to be shareholders entitled to
vote thereat may vote at such meeting.
Section 10. f hspectors of Election, The Board of Directors, in
advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment thereof.
(f an inspector or inspectors are not appointed, the person presiding at
the meeting may, and at the request of any shareholder entitled to vote
therent shall, appoint one or more inspectors. in case any person who
may be appelnted as an Inspector falls to appear or act, the vacancy may
be fliled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each
)nspector, If any, before entering upon the discharge of his duties, shalf
take and sign en oath to execute the duties of inspector at such.
faithfully
meeting with strict impartiall and according to the best of his ability.
The inspectors, if any, abat determine the number of shares of stock
outstand|ng and the voting power of each, the shares of stock
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represented at the meeting, the existence of a quorum, the validity and
effect bf proxles, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such ects as are prope'r to conduct the election or vote
with fairness to au shareholders. On request of the person presiding at
the meeting or any shareholder entitled to vote thereat, the Inspector or
IIspectors, If any, shall make a report In writing of any challenge,
question or matter determlIed by him or them and execute a certificate of
any fact found by him or them, Any report or certificate mada by the
Inspector or inspectora shall be prima facie evidence of the facts stated
and of the vote as certified by them.
Section 11. Action of the Shareholdern Without Meetings. Any
action which be taken at any7nnu.al or special of the shere-
may meeting
holders may be taken without a meeting on written consent, setting forth
the action so taken, signed by the holders of all outstanding shares
entitled to vote thereon. Written consent thus given by the holders of all
outstanding shares entitled to vote shall have the same effect as a
unanimous vote of the shareholders.
ARTICLE Ill
Directors
Section 1, Number of Directors. The number of directors
which shalf constitute the entli~e Board of Directors shall be at least
three, except that where all outstanding shares of the stock of the
Corporation are owned beneficially and of record but less than three
shareholders, the number of directors may be less than three by not less
than the number of shareholders. subject to the foregoing limitation, such
number may be fl×ed from time to time by action of a majority of the entire
Board of Directors or of the shareholders at an annual or special meeting,
or, If the number of directors 1s not so fixed, the number shall be three
or shall be equal to the number of shareholders (deterinined as
aforesaid), whichever Is less. Until such time as the corporation shall
1 issue shares of Its stock, the Board of Directors shall consist of two
persons. No decrease In the number of directors shall shorten the term
of any Incumbent director.
Section L Election and Term. The initial Board of Directors
shall be elected by the IncorpoTitor-aiid each initial director so elected
shall hold office until the first annual meeting of shareholders and until
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his successor has been elected and qualified. Thereafter, each director
who is elected at an annual meeting of shareholders, and each director
la elected tite to filla or a created direc-
who in interim vacancy newly
torship, shall hold office until the next annual meeting of shareholders
and until his successor has been elected and quallfled.
Section 3. Filling Vacancies, Resignation and Removal. Any
director may tender his resignation at any t|me. Any director or the
entire Board of Directors may be removed, with or without cause, by vote
of the shareholders.. In the interim between annual meetings of
shareholders or special meetings of shareholders called for the election of
directors or for the removal of one or more directors and for the filling of
any vacancy in that connection, newly created directorships and any
vacancies in the Board or Directors, Including unfitled vacancies resulting
from the resignation or removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quroum, or by the sole remaining director.
Section 4, Qualifications and Powers. Each director shall be at
east e|ghteen years of age, A dfe tor need not be a shareholder, a
citizen of the United States or a resident of the State of New York, The
business of the Corporation shall be managed by the Board of Directors,
subject to the provisions of the Certificate of incorporation, In addition
to the powers and authoritles by these By-Laws exprena(y conferred upon
t, the Board may exercise allsuch powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required 'to be exercised
or done exclusively by the shareholders,
Section 5, Re ular and Special Meetings of the Board. The
Board of Directors may o Itimeetings, whether risiTa-r or special,
either within or without the State of New York. The newly elected Board
may meet at such place and time as shall be fixed by the vote of the
shareholders at ,the annual meeting, for the purpose of organization or
otherwise, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a
majority of the entire Board shall be present; or they may meet at such
place and time as shalf be fixed by the consent in writing of all directors.
Regular meetings of the Board may be held with or without notice at such
time and place as shall from time to time be determined by resolution of
the Board, Whenever the time or place 6f regular meetings of the Board
shalt have been determined by resolut)on of the Board, no regular
meetings shall be held pursuant to any resolution of the Board
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aftering or modifying its previous resolution relating to the. time or place
of the holding of regular meetings, without first giving at least three
days written notice to each director, either personally or by telegram, or
at least five days written notice to each director by mall, of the substance
and effect of such new resolution relating to the time and place at which
regular meetings of the Board may thereafter be held without notice.
Special meetings of the Board shall be held whenever called by the
President, Vice-President, the Secretary or any director in writing.
Notice of each spectat nieeting of the Board shall be delivered personally
to each d(rector or sent by telegraph to his residence or usual place of
bushiess at least three days before the meeting, or matted to him to his
residence or usual place of business at least five days before the meeting.
Meetings of the Board, whether regular or special, may be held at any
time and place, and for any purpose, without notice, when all the
directors are present or when all directors not present shall, in writing,
waive notice of and consent to the holding of such meeting, which waiver
and consent may be given after the holding of such meeting, All or any
of the directors may waive notice of any meeting and the presence of a
director at any meeting of the Board tehalfbe deemed a waiver of notice
thereof by him. A notice, or waiver of notice, need not specify the
purpose or purposes of any regular or special meeting of the Board.
Section 6. quorum and Action. A majority of the entire Board
of Directors shell constitute a qUcrum except that when the entire Board
consists of one director, then one director shall constitute a quorum, and
except that when a vacancy or vacancies prevents such majority, a
majority of the directors in office shall constitute a quorum, provided that
such majority shall const|tute at lease one-third of the entire Board. A
majority of the directors present, whether or not they constitute a
quorum, may adjourn a meeting to another time and place, Except as
herein otherwise provided, and except es otherwise provided by the New
York Business Corporation Law, the vote of the majority of the directors
present at a meeting at which e quorum is present shaft be the act of the
Board.
Section 7. Telephonic Meetings. Any member or members of
the Board of Directors, or of any committee designated by the Board, may
participate in a meeting of the Board, or any such committee, as the case
may be, by means of conference tetaphone or similar communications
equipment allowing all persone participating in the meeting to hear each
other at the same time, and participation in a meeting by such means shall
constitute presence in person at such meeting.
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Section 8. Action Without a Meeting. 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 1f all members of the
Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the
Board or committee.
Section 9, Compensation of Dirdetors. By resolution of the
Board of Directors, the directors mayTe paid their expenses, if any, for
attendance at each regular or speciat meeting of the Board or of any
committee designated by the Board and may be paid a fixed sum for
attendance at such meeting, or a stated salary as director, or both.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation In any other capacity and receiving compensation
therefor; provided however that directors who are also salaried officers
shall not receive fees or salaries as directors.
ARTICLE LV
Committees
Section 1. In GeneraL The Board of Directors may, by
or'
resolution resolutions passed by the affirmative vote therefore of a
majority of the entire Board, designate an Executive Committee and such
other committees as the Board may from time to time determine, each to
consist of three or more directors, and each of which, to the extent
provided in the resolution or in the certificate of Incorporation or in the
By-Laws, shall have all the powers of the Board, except that no such
Committee shat! have power to fillvacancies in the Board, or to change
the membership of or to fill vacancies in any Committee, or to make,
amend, repeal or adopt By-Laws of the Corporation, or to submit to the
shareholders action that neede shareholder approval under these By-
any
Laws or the New York Business Corporation Law, or to fix the
compensation of the directors for serving on the Board or any committee
thereof, or to amend or repeal any resolution of the Board which by Its
terms shall not be so amendable or repealable. Each committee shall serve
at the pleasuro of the Board. The Board designate· one or more
may
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee, in the
absence or disqualification of a member of a committee, the member or
members thereof present at any meetBng and not disqualified from voting,
whether or not he or they 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.
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Section 2. Executive Committee, Except as otherwise limited
by the Board of Directors or by these By-Laws, the Executive Committee,
lf so designated by the Board of Directors, shall have and may exercise,
when the Board is not In session, all the powers of the Board of ,Directors
in the management of the business and affairs of the Corporation, and !
shall have power to authorize the seal of the Corporation to be affixed to
all papers which may require it, The Board shall have the power at any
time to change the membership of the Executive Committee, to fill
vacancies in it, or to dissolve it, The Executive Cornmittee may make
rules for the conduct of (ts business and may appoint such assistance as
it shall from time to time deem necessary. A majority of the members of
the Executive Committee, if more than a single member, shall constitute a
quorum.
ARTICLE V
Officers
Section L Designation, Term and Vacancies. The officers of
the Corporation shall be a President, oFor more Vice-Presidents, a
Secretary, a Treasurer, and such other officers as the Board of Directors
may from tline to time deem necessary, Such officers may have and
perform the
Preview
FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 5108 06/21/2022 4 4 /2016 |FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 BY-LAWS ARTICLE I The Corporation 1. The legal name of this corporation (herein- Section Name. after called the "CorpoTat%n") la Section 2. offices. The Corporation shall have its principal office In the State of New Vork. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time to time appoint or the business of the Corporation may require. Section 3. Seal. The corporate seat shall have inscribed thereon the name of the'CoEporation, the year of Its organization and the words "Corporate Seal, New York". One or more duplicate dies for impressing such seal may be kept and used. ARTICLEE li Meetings of Shareholders Section 1, Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation in the State of New York or at such otiver place, within or without the State of New York, as Is f1×ed in the notice of the meeting. Section 2, Annual Meeting. An annual of the share- meeting holders of the Corporation for the election of directors and the transac- of such othet- business as come before the shall tion may properly meeting be held on the first Monday of in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at ten o'clock A.M., Eastern Standard Time, or at such other time as is fl×ed in the notice of the meeting. if for any reason any annual meeting shall not be held at the time herein specified, the same may be held at any time thereafter 1 FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 [FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO, 775 RECEIVED NYSCEF: 06/29/2021 as or the business thereof be trans- upon notice, herein provided, may acted at any special meeting ca4ed for the purpose. Section 3. Special Meetings. Special meetings of shareholders may be called by the President whenever he deems it necessary or advisable, A special meeting of the shareholders shall be called by the President whenever so directed in writing by a majority of the entire Board of 0trectors or whenver the holders of one-third (1/3) of the number of shares of the capital stock of the Corporation entitled to vote at such meeting shall, in writing, request the same. Section 4, Notice of Meetings, Notice of the time and place of the annual and of each specTaal meeting of the shareholders shall be.given to each of the shareholders entitled to vote at such meeting by mailing the same in a postage prepaid wrapper addressed to each such shareholders at ble address as it appears on the books of the Corporation, or by delivering the some personally to any such shareholder In Iteu of such malilng, at least ten (10) and not more than fifty (50) days prior to each meeting. Meetings may be held without notice if all of the shareholders entitled to vote thereat are present in person or by proxy, or )f notice thereof is wolved by all such shareholders not present In person or by proxy, before or after the meeting. Notice by malt shalt be deemed to be given when deposited, ƒlth postage thereon prepaid, In the United States mall, If a meeting Is adjourned to another time, not more than thirty (30) days hence, or to another place, and if an announcement of the adjourned time or place is made at the meeting, It shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment fix a new record date for the adjouned meeting. Notice of the annual and each special meeting of the shareholders shall indicate that it is being issued by or at the direction of the person or persons calling the meeting, and shall state the name and capacity of each such person. Notice of each special meeting shall elso state the purpose or purposes for which It has been called. Neither the business to be transacted at nor the purpose of the annual or any special meeting of the shareholders need be specified in any written waiver of notice. Section 5. Record Date for Shareholders. For the purpose of determining the shareholdersTtitTd to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action In writing without a meeting, or for the purpose of determining shareholders entitled to receive payment of any FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 dividend or other distribution or the allotment of any rights, or 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, In advance, a record date, which a at not be more than fifty (50) days nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action, if no date is the record date for shareholders enti- record fixed, determining tied to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice la given, or, if no notice is given the day on which the meeting is held; the record date for determining abareholders entitled to express consent to corporate action in writing without e meeting, when no prior action by the Board of Directors is neceasury, shall be the day on which the first written consent is and the record date for share- expressed; determining holders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at any meeting .of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned n1eeting. Section 6. Proxy Representation. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder la entitled to participate, whether by waiving notice of any meeting, voting or participating et a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or by his attorney-in-fact. No proxy shall be voted or acted upon after eleven months from Its date unless such proxy provides for a longer parted. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided in $ection 608 of the New York Business Corporation Law, Shareholders' Section L Voting at Meetings. Each shore of stock shalt entitle the holder "thereof to one vote. in the election of directprs, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the New York Business Corporation Law prescribes a different percentage of votes or a different exercise of voting power. In the election of directors, and for any other action, voting need not be by ballot. Section 8. quorum ed Ad|ournment. Except for a special election of directors pursuant to Scotlan 803 of the New York Business Corporation Law, the presence, in person or by proxy, of the holders of FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM) NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 a majority of the shares of the stock of the Corporation outstanding and entitled to vote therent shall be requisite and shall constitute a quorum at meeting of the shareholders. When a quorum is once present to any organize a meeting, It shall not be broken by the subsequent withdrawal of shareholders. If at meeting of shareholders there shall be less any any than a quorum so present, the shareholders present In person or by proxy. and entitled to vote thereat, may adjoun the meeting frota time to time until a quorum shall be present, but no business shall be transacted at any such adjourned meeting except such as might have been lawfully transacted had the meeting not adjourned. Section 9. List of Shareholders. The officer who has charge of the stock ledger of thTCoTporation shall propers, make and certify, at least ten (10) days before every meeting of shareholders, a complete ilst of the shareholders, as of the record date fixed for such meeting, in and the address of each share- arranged alphabetical order, showing holder and the number of shares registered In the name of each share¬ holder, Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten 00) day prior to the meeting, either at a place wthln the city or other municipality or community where the meeting is to be held. The list shelf also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. if the right to vote at any meeting Is challenged, the inspectors of election, if any, or the person presiding thereat, shall re-quire such list of shareholders to be produced as evidence of the right of the persons chaftenced to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. Section 10. f hspectors of Election, The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. (f an inspector or inspectors are not appointed, the person presiding at the meeting may, and at the request of any shareholder entitled to vote therent shall, appoint one or more inspectors. in case any person who may be appelnted as an Inspector falls to appear or act, the vacancy may be fliled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each )nspector, If any, before entering upon the discharge of his duties, shalf take and sign en oath to execute the duties of inspector at such. faithfully meeting with strict impartiall and according to the best of his ability. The inspectors, if any, abat determine the number of shares of stock outstand|ng and the voting power of each, the shares of stock FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 represented at the meeting, the existence of a quorum, the validity and effect bf proxles, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such ects as are prope'r to conduct the election or vote with fairness to au shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspector or IIspectors, If any, shall make a report In writing of any challenge, question or matter determlIed by him or them and execute a certificate of any fact found by him or them, Any report or certificate mada by the Inspector or inspectora shall be prima facie evidence of the facts stated and of the vote as certified by them. Section 11. Action of the Shareholdern Without Meetings. Any action which be taken at any7nnu.al or special of the shere- may meeting holders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of the shareholders. ARTICLE Ill Directors Section 1, Number of Directors. The number of directors which shalf constitute the entli~e Board of Directors shall be at least three, except that where all outstanding shares of the stock of the Corporation are owned beneficially and of record but less than three shareholders, the number of directors may be less than three by not less than the number of shareholders. subject to the foregoing limitation, such number may be fl×ed from time to time by action of a majority of the entire Board of Directors or of the shareholders at an annual or special meeting, or, If the number of directors 1s not so fixed, the number shall be three or shall be equal to the number of shareholders (deterinined as aforesaid), whichever Is less. Until such time as the corporation shall 1 issue shares of Its stock, the Board of Directors shall consist of two persons. No decrease In the number of directors shall shorten the term of any Incumbent director. Section L Election and Term. The initial Board of Directors shall be elected by the IncorpoTitor-aiid each initial director so elected shall hold office until the first annual meeting of shareholders and until 8 FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 his successor has been elected and qualified. Thereafter, each director who is elected at an annual meeting of shareholders, and each director la elected tite to filla or a created direc- who in interim vacancy newly torship, shall hold office until the next annual meeting of shareholders and until his successor has been elected and quallfled. Section 3. Filling Vacancies, Resignation and Removal. Any director may tender his resignation at any t|me. Any director or the entire Board of Directors may be removed, with or without cause, by vote of the shareholders.. In the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board or Directors, Including unfitled vacancies resulting from the resignation or removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quroum, or by the sole remaining director. Section 4, Qualifications and Powers. Each director shall be at east e|ghteen years of age, A dfe tor need not be a shareholder, a citizen of the United States or a resident of the State of New York, The business of the Corporation shall be managed by the Board of Directors, subject to the provisions of the Certificate of incorporation, In addition to the powers and authoritles by these By-Laws exprena(y conferred upon t, the Board may exercise allsuch powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required 'to be exercised or done exclusively by the shareholders, Section 5, Re ular and Special Meetings of the Board. The Board of Directors may o Itimeetings, whether risiTa-r or special, either within or without the State of New York. The newly elected Board may meet at such place and time as shall be fixed by the vote of the shareholders at ,the annual meeting, for the purpose of organization or otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the entire Board shall be present; or they may meet at such place and time as shalf be fixed by the consent in writing of all directors. Regular meetings of the Board may be held with or without notice at such time and place as shall from time to time be determined by resolution of the Board, Whenever the time or place 6f regular meetings of the Board shalt have been determined by resolut)on of the Board, no regular meetings shall be held pursuant to any resolution of the Board FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 510 06/21/2022 8 4 4 /2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 aftering or modifying its previous resolution relating to the. time or place of the holding of regular meetings, without first giving at least three days written notice to each director, either personally or by telegram, or at least five days written notice to each director by mall, of the substance and effect of such new resolution relating to the time and place at which regular meetings of the Board may thereafter be held without notice. Special meetings of the Board shall be held whenever called by the President, Vice-President, the Secretary or any director in writing. Notice of each spectat nieeting of the Board shall be delivered personally to each d(rector or sent by telegraph to his residence or usual place of bushiess at least three days before the meeting, or matted to him to his residence or usual place of business at least five days before the meeting. Meetings of the Board, whether regular or special, may be held at any time and place, and for any purpose, without notice, when all the directors are present or when all directors not present shall, in writing, waive notice of and consent to the holding of such meeting, which waiver and consent may be given after the holding of such meeting, All or any of the directors may waive notice of any meeting and the presence of a director at any meeting of the Board tehalfbe deemed a waiver of notice thereof by him. A notice, or waiver of notice, need not specify the purpose or purposes of any regular or special meeting of the Board. Section 6. quorum and Action. A majority of the entire Board of Directors shell constitute a qUcrum except that when the entire Board consists of one director, then one director shall constitute a quorum, and except that when a vacancy or vacancies prevents such majority, a majority of the directors in office shall constitute a quorum, provided that such majority shall const|tute at lease one-third of the entire Board. A majority of the directors present, whether or not they constitute a quorum, may adjourn a meeting to another time and place, Except as herein otherwise provided, and except es otherwise provided by the New York Business Corporation Law, the vote of the majority of the directors present at a meeting at which e quorum is present shaft be the act of the Board. Section 7. Telephonic Meetings. Any member or members of the Board of Directors, or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference tetaphone or similar communications equipment allowing all persone participating in the meeting to hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting. 10 FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 510 06/21/2022 8 44/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12:02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 Section 8. Action Without a Meeting. 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 1f all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 9, Compensation of Dirdetors. By resolution of the Board of Directors, the directors mayTe paid their expenses, if any, for attendance at each regular or speciat meeting of the Board or of any committee designated by the Board and may be paid a fixed sum for attendance at such meeting, or a stated salary as director, or both. Nothing herein contained shall be construed to preclude any director from serving the Corporation In any other capacity and receiving compensation therefor; provided however that directors who are also salaried officers shall not receive fees or salaries as directors. ARTICLE LV Committees Section 1. In GeneraL The Board of Directors may, by or' resolution resolutions passed by the affirmative vote therefore of a majority of the entire Board, designate an Executive Committee and such other committees as the Board may from time to time determine, each to consist of three or more directors, and each of which, to the extent provided in the resolution or in the certificate of Incorporation or in the By-Laws, shall have all the powers of the Board, except that no such Committee shat! have power to fillvacancies in the Board, or to change the membership of or to fill vacancies in any Committee, or to make, amend, repeal or adopt By-Laws of the Corporation, or to submit to the shareholders action that neede shareholder approval under these By- any Laws or the New York Business Corporation Law, or to fix the compensation of the directors for serving on the Board or any committee thereof, or to amend or repeal any resolution of the Board which by Its terms shall not be so amendable or repealable. Each committee shall serve at the pleasuro of the Board. The Board designate· one or more may directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, in the absence or disqualification of a member of a committee, the member or members thereof present at any meetBng and not disqualified from voting, whether or not he or they 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. FILED: KINGS COUNTY CLERK 06/21/2022 01:53 PM INDEX NO. 510844/2016 NYSCEF DOC. NO. 869 RECEIVED INDEX NYSCEF: NO. 06/21/2022 510844/2016 FILED: KINGS COUNTY CLERK 06/29/2021 12 : 02 PM| NYSCEF DOC. NO. 775 RECEIVED NYSCEF: 06/29/2021 Section 2. Executive Committee, Except as otherwise limited by the Board of Directors or by these By-Laws, the Executive Committee, lf so designated by the Board of Directors, shall have and may exercise, when the Board is not In session, all the powers of the Board of ,Directors in the management of the business and affairs of the Corporation, and ! shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it, The Board shall have the power at any time to change the membership of the Executive Committee, to fill vacancies in it, or to dissolve it, The Executive Cornmittee may make rules for the conduct of (ts business and may appoint such assistance as it shall from time to time deem necessary. A majority of the members of the Executive Committee, if more than a single member, shall constitute a quorum. ARTICLE V Officers Section L Designation, Term and Vacancies. The officers of the Corporation shall be a President, oFor more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from tline to time deem necessary, Such officers may have and perform the