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FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021
EXHIBIT J
FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021
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BY-LAWS
OF
GERMAN NEWS COMPANY, INC.
a New York Corporation
Adopted March , 1990
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FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021
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TABLE OF CONTENTS
Page
ARTICLE I - OFFICES.......................................... 1
ARTICLE II - SHAREBOLDERS.................................... 1
Section 2.1 - Place of Meetings.................... 1
Section 2.2 - Annual Meeting....................... 1
Section 2.3 - Special Meetings..................... 1
Section 2.4 - Record Date................... 1
Fixing
Section - Shareholders...
2.5 Notice of Meetings of 2
Section 2.6 - Waivers.............................. 2
Section 2.7 - Quorum of Shareholders............... 2
Section 2.8 - Proxies.............................. 2
Section 2.9 - Qualification of Voters.............. 3
Section 2.10 - Vote of Shareholders................. 3
Section 2.11 - Written Consent of Shareholders...... 3
ARTICLE III - DIRECTORS...................................... 3
Section 3.1 - Board of Directors................... 3
Section 3.2 - Number of Directors.................. 3
Section 3.3 - Election and Term of Directors....... 3
Section 3.4 - Created Directorships
Newly
and Vacancies........................ 3
Section 3.5 - Removal of Directors................. 4
Section 3.6 - Resignation.......................... 4
Section - Quorum or Directors.................. 4
3.7
Section 3.8 - Action of the Board of Directors..... 4
Section - Place
3.9 and Time of Board of
Directors Meetings................... 4
Section 3.10 - Regular Annual Meeting............... 4
Section 3.11 - Notice of Meetings of the Board
of Directors, Adjournment............ 4
Section 3.12 - Telephone Meetings................... 5
Section 3.13 - Chairman............................. 5
Section 3.14 - Committees of Directors.............. 5
Section 3.15 - Compensation......................... 5
ARTICLE IV - OFFICERS........................................ 5
Section 4.1 - Term............. 5
Officers, Election,
Section 4.2 - Etc.... 6
Removal, Resignation, Salary,
Section 4.3 - Chairman............................. 6
Section 4.4 - President............................ 6
Section 4.5 - Vice Presidents...................... 6
Section 4.6 - Secretary............................ 6
Section 4.7 - Treasurer............................ 7
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Section 4.8 - Assistant Treasurers and Assistant
Secretaries .•.••••••• •• • . •• •••• •••• •• 7
Section 4.9 - Sureties and Bonds • •••• ••••• • • • • • ••.. 7
ARTICLE V - CERTIFICATES FOR SHARES ••• ••••• •• •• • •••• ••• ••••.• 7
Section 5.1 - Certificates ••••••• • •• • ••• ••• • • ••••.• 7
Section 5. 2 - Lost or Destroyed Certificates ••••••• 8
Section 5.3 - Transfers of Shares ••• • ••• • •••••.••.. 8
Section 5. 4 - Closing Transfer Books •..•..• • •• •• .•. 8
ARTICLE VI - DIVIDENDS... .••••• ••. •• •• . . .•. •••. •. .•••• •••• . .• 9
ARTICLE VII - INDEMNIFICATION...... •. ••••• •• . . •. •. .. • •• ••. • •• 9
ARTICLE VIII - CORPORATE SEAL: EXECUTION OF INSTRUMENTS •••••• 10
ARTICLE IX - FISCAL YEAR. •••••• ••••••••. .••. ••• . ••• •. ••••••. . 11
ARTICLE X - AMENDMENTS . • • • • • • • • •• • • • • • • • • • • • •• .
•• •. •. •••••••• 11
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B Y - L A WS
OF
GERMAN NEWS COMPANY, INC .
ARTICLE I - OFFICES
The principal off ice of the Corporation shall be in the
City and County of New York, State of New York. The Corporation
may also have off ices at such other places within or without the
State of New York as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II - SHAREHOLDERS
Section 2.1. PLACE OF MEETINGS. Meetings of share-
holders shall be held at the principal office of the Corporation
or at such other place within or without the State of New York as
the Board of Directors shall authorize.
Section 2.2. ANNUAL MEETING. The annual meetin9 of
the shareholders shall be held at such time and date as the Board
of Directors shall determine, when the shareholders shall elect a
Board of Directors and transact such other business as may prop-
erly come before the meeting. In the event the Board of Direc-
tors fails to so determine the time and date of the meeting, the
annual meeting of shareholders shall be held on the second Tues-
day in April. If the date of the annual meeting shall fall upon
a legal holiday, the meeting shall be held on the next succeeding
business day at the same hour.
Section 2.3. SPECIAL MEETINGS. Special meetings of
the shareholders may be called by the Board of Directors or by
the President and shall be called by the President or the Secre-
tary at the request in writing of a majority of the Board of
Directors or at the request in writing by shareholders owning a
majority in amount of the shares issued and outstanding. Such
request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be
confined to the purposes stated in the notice.
Section 2.4. FIXING RECORD DATE. For the purpose of
determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meet-
ing, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights,
or for the purpose of any other action, the Board of Directors
shall fix, in advance, a date as the record date for any such
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determination of shareholders. Such date shall not be more than
fifty (50) nor less than ten (10) days before the date of such
meeting, nor more than fifty days prior to any other action. If
no record date is fixed, it shall be determined in accordance
with the provisions of law.
Section 2.5. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of each meeting of shareholders shall state the
purpose or purposes for which the meeting is called, the place,
date and hour of the meeting and unless it is the annual meeting,
shall indicate that it is being issued by or at the direction of
the person or persons calling the meeting. Notice shall be given
either personally or by mail to each shareholder entitled to vote
at such meeting, not less than ten (10) nor more than fifty (50)
days before the date of the meeting. If action is proposed to
be taken that might entitle shareholders to payment for their
shares, the notice shall include a statement of that purpose and
to that effect. If mailed, the notice is given when deposited in
the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of
shareholders, or, if he shall have filed with the Secretary a
written request that notices to him be mailed to some other
address, then directed to him at such othe r address.
Section 2.6. WAIVERS. Notice of meeting need not be
given to any shareholder who signs a waiver of notice, in person
or by proxy, whether before or after the meeting. The attendance
( of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by
him.
Section 2.7. QUORUM OF SHAREHOLDERS. Unless the
Certificate of Incorporation provides otherwise, the holders of a
majority of the shares entitled to vote thereat, shall constitute
a quorum at a meeting of the shareholders for the transaction of
any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a
majority of the shares of such class or classes shall constitute
a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders. The
shareholders present may adjourn the meeting despite the absence
of a quorum.
Section 2.8. PROXIES. Every shareholder entitled to
vote at a meeting of shareholders or to express consent or dis-
sent without a meeting may authorize another person or persons to
act for him by proxy. Every proxy must be signed by the share-
holder or his attorney-in-fact. No proxy shall be valid after
the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable
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at the pleasure of the shareholder except as other-
executing it,
wise provided in this section.
Section 2.9. QUALIFICATION OF VOTERS. share-
Every
holder of record shall be entitled at of sharehold-
every meeting
ers to one vote for every share standing in his name on the
record of shareholders.
Section 2.10. VOTE OF SHAREHOLDERS. All corporate
actions for which shareholder approval is required by statute
shall be authorized by a majority of the votes cast at a meeting
of the shareholders.
section 2.11. WRITTEN CONSENT OF SHAREHOLDERS. Any
action that may be taken by vote may be taken without a meeting
on written consent, setting forth the action so taken, signed by
the holders of all the shares entitled to vote there-
outstanding
on.
ARTICLE III - DIRECTORS
Section 3.1. BOARD OF DIRECTORS. The business of the
Corporation shall be managed by its Board of Directors. Each
Director shall be at least 18 years of age.
Section 3.2. NUMBER OF DIRECTORS. The number of
directors constituting the entire membership of the Board of
Directors shall be not less than three, except that when all of
the shares of the Corporation are owned beneficially and of
record fewer than three the number of direc-
by (3) shareholders,
tors constituting the entire membership of the Board of Directors
than three but not less than the number of share-
may be less (3)
holders. Subject to such limitation, such number shall be fixed
action of the shareholders or of the entire Board of Direc-
by
tors; provided, however, that no decrease shall shorten the term
of any incumbent director.
Section 3.3. ELECTION AND TERM OF DIRECTORS. At each
annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each
director shall hold office until the expiration of the term for
which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.
Section 3.4. NEWLY CREATED DIRECTORSHIPS AND VACAN-
CIES. Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board of
Directors for reason shall be filled vote of the share-
any by
holders. A director elected to fill a caused resigna-
vacancy by
tion, death or removal shall be elected to hold office for the
unexpired term of his predecessor.
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Section 3.5. REMOVAL OF DIRECTORS. Any or all of the
directors may be removed for cause by vote of the shareholders or
by action of the Board of Directors. Directors may be removed
without cause only by vote of the shareholders.
Section 3.6. RESIGNATION. A director may resign at
any time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and
the acceptance of the resignation shall not be necessary to make
it effective.
Section 3.7. QUORUM OF DIRECTORS. Unless otherwise
provided in the Certificate of Incorporation a majority of the
entire Board of Directors shall constitute a quorum for the
transaction of business or of any specified item of business.
Section 3.S. ACTION OF THE BQARD OF DIRECTORS. Unless
otherwise required the vote of a of the direc-
by law, majority
tors present at the time of the vote, if a quorum is present at
such time, shall be the act of the Board of Directors. Each
director present shall have one vote regardless of the number of
which action per-
shares, if any, he may hold. Any required or
mitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the
Board of Directors or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board of
Directors or committee shall be filed with the minutes of the
proceedings of the Board of Directors or committee.
Section 3.9. PLACE AND TIME OF BOARD OF DIRECTORS
MEETINGS. The Board of Directors may hold its meetings at the
office of the Corporation or at such other places, either within
or without the State of New York, as it may from time to time
determine.
Section 3.10. REGULAR ANNUAL MEETING. A regular annual
meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders at the place of such
annual meeting of shareholders.
Section 3.11. NOTICE OF MEETINGS OF THE BOARD OF DIREC-
ADJOURNMENT. Regular meetings of the Board of Direc-
TORS, (a)
tors may be held without notice at such time and place as it
shall from time to time determine. Special meetings of the Board
of Directors shall be held upon notice to the directors and may
be called by the Chairman of the Board of Directors or President
days'
upon three (3) notice to each director either personally or
by mail, or by overnight courier or by telefax; special meetings
shall be called by the Chairman of the Board, President or by the
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Secretary in a like manner on written request of two directors.
Notice of a meeting need not be given to any director who submits
a waiver of notice whether before or after the meeting or who
attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.
(b) A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and
place. Notice of the adjournment shall be given all directors
who were absent at the time of the adjournment and, unless such
time and place are announced at the meeting, to the other direc-
tors.
Section 3.12. TELEPHONE MEETINGS. Unless otherwise
restricted by the Certificate of Incorporation, members of the
Board of Directors, or of any committee designated by the Board,
may participate in a meeting of the Board, or committee by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute
presence in person at the meeting.
Section 3.13. CHAIRMAN. At all meetings of the Board
of Directors, the Chairman of the Board of Directors, or in his
absence, a .c hairman chosen by the Board of Directors shall pre-
side.
Section 3.14. COMMITTEES OF DIRECTORS. The Board of
Directors, by resolution adopted by a majority of the entire
Board of Directors, may designate from among its members an
executive committee and other committees, each consisting of
three (3) or more directors. Each such committee shall serve at
the pleasure of the Board of Directors.
Section 3.15. COMPENSATION. No compensation shall be
paid to directors, as such, for their services, but by resolution
of the Board of Directors a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board of
Directors may be authorized. Nothing herein contained shall be
construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
Section 4.1. OFFICERS, ELECTION, TERM. The Board of
Directors may elect or appoint a President, one or more Vice
Presidents, a Secretary and a Treasurer and such other officers
as it may determine, who shall have such duties, powers and
functions as hereinafter provided. Any two (2) or more offices
may be held by the same person, except the off ices of President
and Secretary; however, when all of the issued and outstanding
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stock of the Corporation is owned by one person, such person may
hold all or any combination of offices. All officers shall be
elected or appointed to hold off ice until the meeting of the
Board of Directors following the annual meeting of shareholders.
Each officer shall hold off ice for the term for which he is
elected or appointed and until his successor has been elected or
appointed and qualified.
Section 4.2 . REMOVAL, RESIGNATION, SALARY, ETC. Any
officer elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause. In the
event of the death, resignation or removal of an officer, the
Board of Directors in its discretion may elect or appoint a
successor to fill the unexpired term. Any two (2) or more of-
fices may be held by the same person, except the offices of
President and Secretary; however, when all of the issued and
outstanding stock of the Corporation is owned by one person, such
person may hold all or any combination of offices . The salaries
of all officers shall be fixed by the Board of Directors. The
directors may require any officer to give security for the faith-
ful performance of his duties.
Section 4.3. CHAIRMAN. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of
the Board of Directors and he shall have and perform such other
duties as from time to time may be assigned to him by the Board
of Directors.
Section 4.4. PRESIDENT. The President shall be the
chief executive officer of the Corporation; he shall preside at
all meetings of the shareholders and of the Board of Directors in
the absence of the Chairman of the Board of Directors; he shall
have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are
carried into effect.
Section 4.5. VICE PRESIDENTS. During the absence or
disability of the President, the Vice President, or if there are
more than one, the Executive Vice President, shall have all the
powers and functions of the President . Each Vice President shall
perform such other duties as the Board of Directors shall pre-
scribe.
Section 4.6. SECRETARY. The Secretary shall attend
all meetings of the Board of Directors and of the shareholders:
record all votes and minutes of all proceedings in a book to be
kept for that purpose; give or cause to be given notice of all
meetings of shareholders and of special meetings of the Board of
Directors; keep in safe custody the seal of the Corporation and
affix it to any instrument when authorized by the Board of Direc-
tors: when required, prepare or cause to be prepared and avail-
able at each meeting of shareholders a certified list, in alpha-
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betical order, of the names of shareholders entitled to vote
thereat, indicating the number of shares of each respective class
held by each; keep all the documents and records of the Corpora-
tion as required by law or otherwise in a proper and safe manner;
perform such other duties as may be prescribed by the Board of
Directors.
Section 4. 7 . TREASURER. The Treasurer shall have the
custody of the corporate funds and securities; keep ful l and
accurate accounts of receipts and disbursements in the corporate
books; deposit all money and other valuables in the name and to
the credit of the Corporation in such depositaries as may be
designated by the Board of Directors; disburse the funds of the
Corporation as may be ordered or authorized by the Board of
Directors and preserve proper vouchers for such disbursements;
render to the President and Board of Directors at the regular
meetings of the Board of Directors, or whenever they require it,
an account of all his transactions as Treasurer and of the f inan-
cial condition of the Corporation; render a full financial report
at the annual meeting of the shareholders, if so requested; be
furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all
financial transactions of the Corporation; perform such other
duties as are given to him by these by-laws or as from time to
time are assigned to him by the Board of Directors or the Presi-
dent.
( Section 4.8. ASSISTANT TREASURERS AND ASSISTANT SECRE-
TARIES . During the absence or disability of the Treasurer, the
Assistant Treasurer, or if there be more than one, the one so
designated by the Secretary or by the Board of Directors, shall
have all the powers and functions of the Treasurer.
During the absence or disability of the Secretary, the
Assistant Secretary, or if there be more than one, the one so
designated by the Secretary or by the Board of Directors, shall
have al
Preview
FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 EXHIBIT J FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/ 5276CB04 MXR/ B 030190 BY-LAWS OF GERMAN NEWS COMPANY, INC. a New York Corporation Adopted March , 1990 l FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 1/5276CB04 MXR/B 030190 TABLE OF CONTENTS Page ARTICLE I - OFFICES.......................................... 1 ARTICLE II - SHAREBOLDERS.................................... 1 Section 2.1 - Place of Meetings.................... 1 Section 2.2 - Annual Meeting....................... 1 Section 2.3 - Special Meetings..................... 1 Section 2.4 - Record Date................... 1 Fixing Section - Shareholders... 2.5 Notice of Meetings of 2 Section 2.6 - Waivers.............................. 2 Section 2.7 - Quorum of Shareholders............... 2 Section 2.8 - Proxies.............................. 2 Section 2.9 - Qualification of Voters.............. 3 Section 2.10 - Vote of Shareholders................. 3 Section 2.11 - Written Consent of Shareholders...... 3 ARTICLE III - DIRECTORS...................................... 3 Section 3.1 - Board of Directors................... 3 Section 3.2 - Number of Directors.................. 3 Section 3.3 - Election and Term of Directors....... 3 Section 3.4 - Created Directorships Newly and Vacancies........................ 3 Section 3.5 - Removal of Directors................. 4 Section 3.6 - Resignation.......................... 4 Section - Quorum or Directors.................. 4 3.7 Section 3.8 - Action of the Board of Directors..... 4 Section - Place 3.9 and Time of Board of Directors Meetings................... 4 Section 3.10 - Regular Annual Meeting............... 4 Section 3.11 - Notice of Meetings of the Board of Directors, Adjournment............ 4 Section 3.12 - Telephone Meetings................... 5 Section 3.13 - Chairman............................. 5 Section 3.14 - Committees of Directors.............. 5 Section 3.15 - Compensation......................... 5 ARTICLE IV - OFFICERS........................................ 5 Section 4.1 - Term............. 5 Officers, Election, Section 4.2 - Etc.... 6 Removal, Resignation, Salary, Section 4.3 - Chairman............................. 6 Section 4.4 - President............................ 6 Section 4.5 - Vice Presidents...................... 6 Section 4.6 - Secretary............................ 6 Section 4.7 - Treasurer............................ 7 FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/5276CB04 MXR/B 030190 Section 4.8 - Assistant Treasurers and Assistant Secretaries .•.••••••• •• • . •• •••• •••• •• 7 Section 4.9 - Sureties and Bonds • •••• ••••• • • • • • ••.. 7 ARTICLE V - CERTIFICATES FOR SHARES ••• ••••• •• •• • •••• ••• ••••.• 7 Section 5.1 - Certificates ••••••• • •• • ••• ••• • • ••••.• 7 Section 5. 2 - Lost or Destroyed Certificates ••••••• 8 Section 5.3 - Transfers of Shares ••• • ••• • •••••.••.. 8 Section 5. 4 - Closing Transfer Books •..•..• • •• •• .•. 8 ARTICLE VI - DIVIDENDS... .••••• ••. •• •• . . .•. •••. •. .•••• •••• . .• 9 ARTICLE VII - INDEMNIFICATION...... •. ••••• •• . . •. •. .. • •• ••. • •• 9 ARTICLE VIII - CORPORATE SEAL: EXECUTION OF INSTRUMENTS •••••• 10 ARTICLE IX - FISCAL YEAR. •••••• ••••••••. .••. ••• . ••• •. ••••••. . 11 ARTICLE X - AMENDMENTS . • • • • • • • • •• • • • • • • • • • • • •• . •• •. •. •••••••• 11 -ii- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/5276CB04 MXR/B 030190 B Y - L A WS OF GERMAN NEWS COMPANY, INC . ARTICLE I - OFFICES The principal off ice of the Corporation shall be in the City and County of New York, State of New York. The Corporation may also have off ices at such other places within or without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II - SHAREHOLDERS Section 2.1. PLACE OF MEETINGS. Meetings of share- holders shall be held at the principal office of the Corporation or at such other place within or without the State of New York as the Board of Directors shall authorize. Section 2.2. ANNUAL MEETING. The annual meetin9 of the shareholders shall be held at such time and date as the Board of Directors shall determine, when the shareholders shall elect a Board of Directors and transact such other business as may prop- erly come before the meeting. In the event the Board of Direc- tors fails to so determine the time and date of the meeting, the annual meeting of shareholders shall be held on the second Tues- day in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day at the same hour. Section 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Board of Directors or by the President and shall be called by the President or the Secre- tary at the request in writing of a majority of the Board of Directors or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice. Section 2.4. FIXING RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meet- ing, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 l/5276CB04 RECEIVED NYSCEF: 01/15/2021 MXR/B 030190 determination of shareholders. Such date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed, it shall be determined in accordance with the provisions of law. Section 2.5. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the Secretary a written request that notices to him be mailed to some other address, then directed to him at such othe r address. Section 2.6. WAIVERS. Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance ( of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. Section 2.7. QUORUM OF SHAREHOLDERS. Unless the Certificate of Incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat, shall constitute a quorum at a meeting of the shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. The shareholders present may adjourn the meeting despite the absence of a quorum. Section 2.8. PROXIES. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dis- sent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the share- holder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable -2- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 1/5276CB04 N2R/B 030190 at the pleasure of the shareholder except as other- executing it, wise provided in this section. Section 2.9. QUALIFICATION OF VOTERS. share- Every holder of record shall be entitled at of sharehold- every meeting ers to one vote for every share standing in his name on the record of shareholders. Section 2.10. VOTE OF SHAREHOLDERS. All corporate actions for which shareholder approval is required by statute shall be authorized by a majority of the votes cast at a meeting of the shareholders. section 2.11. WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the shares entitled to vote there- outstanding on. ARTICLE III - DIRECTORS Section 3.1. BOARD OF DIRECTORS. The business of the Corporation shall be managed by its Board of Directors. Each Director shall be at least 18 years of age. Section 3.2. NUMBER OF DIRECTORS. The number of directors constituting the entire membership of the Board of Directors shall be not less than three, except that when all of the shares of the Corporation are owned beneficially and of record fewer than three the number of direc- by (3) shareholders, tors constituting the entire membership of the Board of Directors than three but not less than the number of share- may be less (3) holders. Subject to such limitation, such number shall be fixed action of the shareholders or of the entire Board of Direc- by tors; provided, however, that no decrease shall shorten the term of any incumbent director. Section 3.3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal. Section 3.4. NEWLY CREATED DIRECTORSHIPS AND VACAN- CIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for reason shall be filled vote of the share- any by holders. A director elected to fill a caused resigna- vacancy by tion, death or removal shall be elected to hold office for the unexpired term of his predecessor. -3- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 1/5276CB04 NER/B 030190 Section 3.5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by vote of the shareholders or by action of the Board of Directors. Directors may be removed without cause only by vote of the shareholders. Section 3.6. RESIGNATION. A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Section 3.7. QUORUM OF DIRECTORS. Unless otherwise provided in the Certificate of Incorporation a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. Section 3.S. ACTION OF THE BQARD OF DIRECTORS. Unless otherwise required the vote of a of the direc- by law, majority tors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each director present shall have one vote regardless of the number of which action per- shares, if any, he may hold. Any required or mitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or committee. Section 3.9. PLACE AND TIME OF BOARD OF DIRECTORS MEETINGS. The Board of Directors may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New York, as it may from time to time determine. Section 3.10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders. Section 3.11. NOTICE OF MEETINGS OF THE BOARD OF DIREC- ADJOURNMENT. Regular meetings of the Board of Direc- TORS, (a) tors may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board of Directors shall be held upon notice to the directors and may be called by the Chairman of the Board of Directors or President days' upon three (3) notice to each director either personally or by mail, or by overnight courier or by telefax; special meetings shall be called by the Chairman of the Board, President or by the -4- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/5276CB04 MXR/B 030190 Secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. (b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other direc- tors. Section 3.12. TELEPHONE MEETINGS. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or of any committee designated by the Board, may participate in a meeting of the Board, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.13. CHAIRMAN. At all meetings of the Board of Directors, the Chairman of the Board of Directors, or in his absence, a .c hairman chosen by the Board of Directors shall pre- side. Section 3.14. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its members an executive committee and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the Board of Directors. Section 3.15. COMPENSATION. No compensation shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses for actual attendance, at each regular or special meeting of the Board of Directors may be authorized. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV - OFFICERS Section 4.1. OFFICERS, ELECTION, TERM. The Board of Directors may elect or appoint a President, one or more Vice Presidents, a Secretary and a Treasurer and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. Any two (2) or more offices may be held by the same person, except the off ices of President and Secretary; however, when all of the issued and outstanding -5- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/5276CB04 MXR/B 030190 stock of the Corporation is owned by one person, such person may hold all or any combination of offices. All officers shall be elected or appointed to hold off ice until the meeting of the Board of Directors following the annual meeting of shareholders. Each officer shall hold off ice for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Section 4.2 . REMOVAL, RESIGNATION, SALARY, ETC. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. In the event of the death, resignation or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more of- fices may be held by the same person, except the offices of President and Secretary; however, when all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices . The salaries of all officers shall be fixed by the Board of Directors. The directors may require any officer to give security for the faith- ful performance of his duties. Section 4.3. CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors. Section 4.4. PRESIDENT. The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the shareholders and of the Board of Directors in the absence of the Chairman of the Board of Directors; he shall have the management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 4.5. VICE PRESIDENTS. During the absence or disability of the President, the Vice President, or if there are more than one, the Executive Vice President, shall have all the powers and functions of the President . Each Vice President shall perform such other duties as the Board of Directors shall pre- scribe. Section 4.6. SECRETARY. The Secretary shall attend all meetings of the Board of Directors and of the shareholders: record all votes and minutes of all proceedings in a book to be kept for that purpose; give or cause to be given notice of all meetings of shareholders and of special meetings of the Board of Directors; keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Direc- tors: when required, prepare or cause to be prepared and avail- able at each meeting of shareholders a certified list, in alpha- -6- FILED: NEW YORK COUNTY CLERK 01/15/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 32 RECEIVED NYSCEF: 01/15/2021 l/5276CB04 MXR/B 030190 betical order, of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each; keep all the documents and records of the Corpora- tion as required by law or otherwise in a proper and safe manner; perform such other duties as may be prescribed by the Board of Directors. Section 4. 7 . TREASURER. The Treasurer shall have the custody of the corporate funds and securities; keep ful l and accurate accounts of receipts and disbursements in the corporate books; deposit all money and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors; disburse the funds of the Corporation as may be ordered or authorized by the Board of Directors and preserve proper vouchers for such disbursements; render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they require it, an account of all his transactions as Treasurer and of the f inan- cial condition of the Corporation; render a full financial report at the annual meeting of the shareholders, if so requested; be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the Corporation; perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the Board of Directors or the Presi- dent. ( Section 4.8. ASSISTANT TREASURERS AND ASSISTANT SECRE- TARIES . During the absence or disability of the Treasurer, the Assistant Treasurer, or if there be more than one, the one so designated by the Secretary or by the Board of Directors, shall have all the powers and functions of the Treasurer. During the absence or disability of the Secretary, the Assistant Secretary, or if there be more than one, the one so designated by the Secretary or by the Board of Directors, shall have al