BYLAWS
OF
XELOS, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 30th day of June of each year or at such other time
and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corporation. If the designated day shall fall on a Sunday or legal holiday, then the
meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than 10% of all the shares entitled to vote at the
meeting. A meeting requested by shareholders shall be called for a date not less
than 3 nor more than 30 days after the request is made. The call for the meeting
shall be issued by the Secretary, unless the President, Board of Directors, or
shareholders requesting the meeting shall designate another person to do so.
Section 3. Place. Meetings of shareholders shall be held at the principal place of
business of the corporation or at such other place as may be designated by the
Board of Directors.
[…]
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney-in-fact. No proxy shall
be valid after the duration of 11 months from the date thereof unless otherwise
provided in the proxy.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under the
authority of the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state or
shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the
compensation of directors.
[…]
Section 5. Number. This corporation shall have a minimum of 1 director but no
more than 7.
Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the next
shareholder meeting or until his earlier resignation, removal from office or death.
[…]
Section 8. Removal of Directors. At a meeting of shareholders called expressly for
that purpose, any director or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.
[…]
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a president, a
secretary and a treasurer, each of whom shall be elected by the Board of
Directors. Such other officers as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person.
Section 2. Duties. The officers of this corporation shall have the following
duties:
The President shall be the chief executive officer of the corporation, shall have
general and active management of the business and affairs of the corporation
subject to the directions of the Board of Directors, and shall preside at all
meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate records
except the financial records; shall record the minutes of all meetings of the
shareholders and Board of directors, send all notices of all meetings and perform
such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. An officer elected or appointed by the Board of
Directors may remove an officer elected by it whenever in its judgment the best
interests of the corporation will be served thereby.
[…]
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare and
the corporation may pay dividends on its Shares in cash, property or its own
Shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
