EXHIBIT
3.4
BYLAWS
FOR
THE
REGULATION, EXCEPT AS OTHERWISE
PROVIDED
BY STATUTE OR ITS ARTICLES OF INCORPORATION
OF
INFORMATION
SUSYEMS ASSOCIATES, INC.
ARTICLE
1
OFFICES
The
registered office of the Corporation in the State of Florida shall be located
in
the City and State designated in the Articles of Incorporation. The Corporation
may also maintain offices at such other places within or without the State
of
Florida as the Board of Directors may, from time to time,
determine.
ARTICLE
2
MEETINGS
OF SHAREHOLDERS
Section
1- Annual Meetings
The
annual meeting of the shareholders of the Corporation shall be held at the
time
fixed, from time to time, by the Directors.
Section
2- Special Meetings
Special
meetings of the shareholders may be called by the Board of Directors or such
person or persons authorized by the Board of Directors and shall be held within
or without the State of Florida.
Section
3- Place of Meetings
Meetings
of shareholders shall be held at the registered office of the Corporation,
or at
such other places, within or without the State of Florida as the Directors
may
from time to time fix. If no designation is made, the meeting shall be held
at
the Corporation’s registered office in the state of Florida.
Section
4- Notice of Meetings
(a)
Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president of secretary, stating the
time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail,
by or
at the direction of the direction of the president, the secretary, or the
officer or the person calling the meeting, not less than ten or more than sixty
days before the date of the meeting, unless the lapse of the prescribed time
shall have been waived before or after the taking of such action, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. If mailed,
such
notice shall be deemed to be given when deposited in the United States mail,
addressed to the shareholder as it appears on the share transfer records of
the
Corporation or to the current address, which a shareholder has delivered to
the
Corporation in a written notice.
(b)
Further notice to a shareholder is not required when notice of two consecutive
annual meetings, and all notices of meetings or of the taking of action by
written consent without a meeting to him or her during the period between those
two consecutive annual meetings; or all, and at least two payments sent by
first-class mail of dividends or interest of securities during a 12-month period
have been mailed addressed to him or her at his or her address as shown on
the
records of the Corporation and have been returned
undeliverable.
Section
5- Quorum
(a)
Except as other wise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the “Articles of Incorporation”), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders
of a
majority of the shares entitled to vote of that matter are represented at the
meeting in person or by proxy.
(b)
The
subsequent withdrawal of any shareholder form the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect of the existence of a quorum,
after a quorum has been established at such meeting.
(c)
Despite the absence of a quorum at any meeting of shareholders, the shareholders
present may adjourn the meeting.
Section
6- Voting and Acting
(a)
Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy
at
a meeting of shareholders at which a quorum is present, shall be the act of
the
shareholders of the Corporation.
(b)
Except as otherwise provided by statute, the Certificate of Incorporation,
or
these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c)
Where
appropriate communication facilities are reasonably available, any or all
shareholders shall have the right to participate in any shareholders’ meeting,
by means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.
Section
7- Proxies
Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so either in person or by proxy, so long as such proxy is executed in
writing by the shareholder himself, his authorized officer, director, employee
or agent or by causing the signature of the stockholder to be affixed to the
writing by any reasonable means, including, but not limited to, a facsimile
signature, or by his attorney-in-fact there unto duly authorized in writing.
Every proxy shall be revocable at will unless the proxy conspicuously states
that it is irrevocable and the proxy is coupled with an interest. A telegram,
telex, cablegram, or similar transmission by the shareholder, or a photographic,
photostatic, facsimile, shall be treated as a valid proxy, and treated as a
substitution of the original proxy, so long as such transmission is a complete
reproduction executed by the shareholder. If it is determined that the telegram,
cablegram or other electronic transmission is valid, the persons appointed
by
the Corporation to count the votes of shareholders and determine the validity
of
proxies and ballots or other persons making those determinations must specify
the information upon which they relied. No proxy shall be valid after the
expiration of six months from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary
at
the meeting and shall be filed with the records of the Corporation. If any
shareholder designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if one is present, then that one
has
and may exercise all of the powers conferred by the shareholder upon all of
the
persons so designated unless the shareholder provides otherwise.
Section
8- Action Without a Meeting
Unless
otherwise provided for in the Articles of Incorporation of the Corporation,
any
action to be taken at any annual or special shareholders’ meeting, may be taken
without a meeting, without prior notice and without a vote if written consents
are signed by a majority of the shareholders of the Corporation, except however
if a different proportion of voting power is required by law, the Articles
of
Incorporation or these Bylaws, than that proportion of written consents is
required. Such written consents must be filed with the minutes of the
proceedings of the shareholders of the Corporation.
ARTICLE
3
Board
of
Directors
Section
1- Number, Term, Election and Qualifications
(a)
The
first Board of Directors and all subsequent Boards of the Corporation shall
consist of (Joe Coschera), unless and until otherwise determined by vote of
a
majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between annual and special
meetings of the shareholders, to increase or decrease the number of Directors
of
the Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws so
require.
(b)
Except as may otherwise be provided herein or in the Articles of Incorporation,
the members of the Board of Directors of the Corporation shall be elected at
the
first annual shareholders’ meeting and at each annual meeting thereafter, unless
their terms are staggered in the Articles of Incorporation of the Corporation
or
these Bylaws, by a plurality of the votes cast at a meeting of shareholders,
by
the holders of shares entitled to vote in the election.
(c)
The
first Board of Directors shall hold office until the first annual meeting of
shareholders and until their successors have been duly elected and qualified
or
until there is a decrease in the number of Directors. Thereinafter, Directors
will be elected at the annual meeting of shareholders and shall hold office
until the annual meeting of the shareholders next succeeding his election,
unless their terms are staggered in the Articles of incorporation of the
Corporation (so long as at least one-fourth in number of the Directors of the
Corporation are elected at each annual shareholders’ meeting) or these Bylaws,
or until his prior death, resignation or removal. Any Director may resign at
any
time upon written notice of such resignation to the Corporation.
(d)
All
Directors of the Corporation shall have equal voting power unless the Articles
of Incorporation of the Corporation provide that the voting power of individual
Directors or classes of directors are greater than or less than that of any
other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may be dependent upon
any fact or event that may be ascertained outside the Articles of Incorporation
is the manner in which the fact or event may operate of those voting powers
is
stated in the Articles of Incorporation. If the Articles of Incorporation
provide that any Directors have voting power greater than or less than other
Directors of the Corporation, every reference in these Bylaws to a majority
or
other proportion of Directors shall be deemed to refer to majority or other
proportion of the voting power of all the Directors or classes of Directors,
as
may be required by the Articles of Incorporation.
Section
2- Duties and Powers
The
Board
of Directors shall be responsible for the control and management of the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except such as those stated under Florida state
law,
are in the Articles of Incorporation or these Bylaws, expressly conferred upon
or reserved the shareholders or any other person or persons named
therein.
Section
3- Regular Meetings; Notice
(a)
A
regular meeting of the Board of Directors shall be held either within or without
the State of Florida at such time and at such place as the Board shall
fix.
(b)
No
notice shall be required of any regular meeting of the Board of Directors and,
if given, need not specify the purpose of the meeting’ provided, however that in
case the Board of Directors shall fix or change the time or place of any regular
meeting when such time and place was fixed before such change, notice of such
action shall be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section
4- Special Meetings, Notice
(a)
Special meetings of the Board of Directors shall be held at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
(b)
Except as otherwise required statute, written notice of special meetings shall
be mailed directly to each Director, addressed to him at his residence or usual
place of business, or delivered orally.
With
sufficient time for the convenient assembly of Directors thereat, or shall
be
sent to him at such place by telegram, radio or cable, or shall be delivered
to
him personally or given to him orally, not later than the day before the day
on
which the meeting is to be held. If mailed, the notice of any special meeting
shall be deemed to be delivered on the second day after it is deposited in
the
United States mails, so addressed, with postage prepaid. If notice is given
by
telegram, it shall be deemed to be delivered when the telegram is delivered
to
the telegraph company. A notice, or waiver of notice, except as required by
these Bylaws, need not specify the business to be Transacted at or the purpose
or purposes of the meeting.
(c)
Notice of any special meeting shall not be required to be given to any director
who shall attend such meeting without protesting prior thereto or at its
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section
5- Chairperson
The
Chairperson of the Board, if any and if present, shall preside at all meetings
of the Board of Directors. If there shall be no Chairperson, or he or she shall
be absent, then the President shall preside, and in his absence, any other
director chosen by the Board of Directors shall preside.
Section
6- Quorum and Adjournments
(a)
At
all meetings of the Board of Directors, or any committee thereof, the presence
of a majority of the entire Board, or such committee thereof, shall constitute
a
quorum for the transaction of business, except as otherwise provided by law,
by
the Certificate of Incorporation, or these Bylaws.
(b)
A
majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time
to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment
and,
unless the time and place of the adjourned meeting are announced at the time
of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section
7- Manner of Acting
(a)
At
all meetings of the Board of Directors, each director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b)
Except as otherwise provided by law, by the Articles of Incorporation, or these
bylaws, action approved by a majority of the votes of the Directors present
at
any meeting of the Board or any committee thereof, at which a quorum is present
shall be the act of the Board of Directors or any committee
thereof.
(c)
Any
action authorized in writing made prior or subsequent to such action, by all
of
the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed
by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.
(d)
Where
appropriate communications facilities are reasonably available, any or all
directors shall have the right to participate in any Board of Directors meeting,
or a committee of the Board of Directors meeting, by means of conference
telephone or any means of communications by which all persons participating
in
the meeting are able to hear each other.
Section
8- Vacancies
(a)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at
any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships
of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a
sole
remaining Director so elected.
Section
9- Resignation (Section 78.335)
A
Director may resign at any time by giving written notice of such resignation
to
the Corporation.
Section
10- Removal
Unless
otherwise provided for by the Articles of Incorporation, one or more or all
the
Directors of the Corporation may be removed with or without cause at any time
by
a vote of two-thirds of the shareholders entitled to vote thereon, at a special
meeting of the shareholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group
of
shareholders, only the shareholders of that voting group may participate in
the
vote to remove that Director.
Section
11- Compensation
The
Board
of Directors may authorize and establish reasonable compensation of the
Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the
Board.
Section
12- Committees
Unless
otherwise provided for by the Articles of Incorporation of the Corporation,
the
Board of Directors, may from time to time designate from among its members
one
or more committees, and alternate members thereof, as they deem desirable,
each
consisting of one or more members, with such powers and authority (to the extent
permitted by law and these Bylaws ) as may be provided in such resolution.
Unless the Articles of Incorporation or Bylaws state otherwise, the Board of
Directors may appoint natural persons who are not Directors to serve on such
committees authorized herein. Each such committee shall serve at the pleasure
of
the Board and, unless otherwise stated by law, the Certificate of Incorporation
of the Corporation or these Bylaws, shall be governed by the rules and
regulations stated herein regarding the Board of Directors.
ARTICLE
4
OFFICERS
Section
1- Number, Qualifications, Election and Term of Office
(a)
The
Corporation’s officers shall have such titles and duties as shall be stated in
these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist
of
a president, secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b)
The
officers of the Corporation shall be elected by the Board of Directors at the
regular annual meeting of the Board following the annual meeting of
shareholders.
(c)
Each
officer shall hold office until the annual meeting of the Board of Directors
next succeeding his election, and until his successor shall have been duly
elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
Section
2- Resignation
Any
officer may resign at any time by giving written notice of such resignation
to
the Corporation.
Section
3- Removal
Any
officer elected by the Board of Directors may be removed, either with or without
cause, and a successor elected by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may likewise by removed
by
such officer.
Section
4- Vacancies
A
vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
Section
5- Bonds
The
Corporation may require any or all of its officers or Agents to post a bond,
or
otherwise, to the Corporation for the faithful performance of their positions
or
duties.
Section
6- Compensation
The
compensation of the officers of the Corporation shall be fixed from time to
time
by the Board of Directors.
ARTICLE
5
SHARES
OF
STOCK
Section
1- Certificate of Stock
(a)
The
shares of the Corporation shall be represented by certificates or shall be
uncertified shares.
(b)
Certificated shares of the Corporation shall be signed , (either manually or
by
facsimile), by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then
a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution action in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile signature
has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
(c)
If
the Corporation issues uncertified shares as provided for in these Bylaws,
within a reasonable time after the issuance or transfer of such uncertified
shares, and at least annually thereafter, the Corporation shall send the
shareholder a written statement certifying the number of shares owned by such
shareholder in the Corporation.
(d)
Except as otherwise provided by law, the rights and obligation of the holders
of
uncertified shares and the rights and obligations of the holders of certificates
representing shares of the same class and series shall be
identical.
Section
2- Lost or Destroyed Certificates
The
Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates therefore issued by the Corporation alleged
to have been lost, stolen or destroyed if the owner:
(a)
so
requests before the Corporation has notice that the shares have bee acquired
by
a bona fide purchaser,
(b)
files
with the Corporation a sufficient indemnity bond; and
(c)
satisfies such other requirements, including evidence of such loss, theft or
destruction, as may be imposed by the Corporation.
Section
3- Transfers of shares
(a)
Transfers or registration of transfers of shares of the Corporation shall be
made of the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney;
and
in the case of shares represented by certificates, only after the surrender
to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b)
The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and accordingly, shall
not
be bound to recognize any legal, equitable or other claim to, or interest in,
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided
by
law.
Section
4- Record Date
(a)
The
Board of Directors may fix, in advance, which shall not be more than sixty
days
before the meeting or action requiring a determination of shareholders, as
the
record date for the determination of shareholders entitled to receive notice
of,
or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled
to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for
shareholders entitled to notice of meeting shall be at the close of business
on
the day preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held, or if notice is waived, at the close
of
business on the day before the day on which the meeting is held.
(b)
the
Board of Directors may fix a record date, which shall not precede the date
upon
which the resolution fixing the record date is adopted for shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights of shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action.
(c)
A
determination of shareholders entitled to notice of or to vote at a
shareholders’ meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned
meeting.
Section
5- Fractions of Shares/Scrip
The
Board
of Directors may authorize the issuance of certificates or payment of money
for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the holder to exercise voting rights, receive dividends
and
participate in any assets of the Corporation in the event of liquidation, in
proportion to the fractional holdings; or it may authorize the payment in case
of the fair value of fractions of a share as of the time when those entitled
to
receive such fractions are determined; or it may authorize the issuance, subject
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the manual or facsimile signature of and officer or agent of the
Corporation or its agent for that purpose, exchangeable as therein provided
for
full shares, but such scrip shall not entitle the holder to any rights of
shareholder, except as therein provided. The scrip may contain any provisions
or
conditions that the Corporation deems advisable. If a scrip ceases to be
exchangeable for full share certificates, the shares that would otherwise have
been issuable as provided on the scrip are deemed to be treasury shares unless
the scrip contains other provisions for their disposition.
ARTICLE
6
DIVIDENDS
(a)
Dividends may be declared and paid out of any funds available therefor, as
often, in such amounts, and at such time or times as the Board of Directors
may
determine and shares may be issued pro rata and without consideration to the
Corporation’s shareholders or to the shareholders of one or more classes or
series.
(b)
Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:
(i)
so
authorized by the Articles of Incorporation;
(ii)
a
majority of the shareholders of the class or series to be issued approve the
issue; or
(iii)
there are no outstanding shares of the class or series of shares that are
authorized to be issued.
ARTICLE
7
FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed, and shall be subject to change
by
the Board of Directors from time to time, subject to applicable
law.
ARTICLE
8
CORPORATE
SEAL
The
corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate
document.
ARTICLE
9
AMENDMENTS
Section
1- By Shareholders
All
Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section
2- By Directors
The
Board
of Directors shall have power to make, adopt, alter, amend and repeal, from
time
to time, Bylaws of the Corporation.
ARTICLE
10
WAIVER
OF
NOTICE
Whenever
any notice is required to given by law, the Articles of Incorporation or these
Bylaws, a written waiver signed by the person or persons entitled to such
notice, whether before or after the meeting by any person, shall constitute
a
waiver of notice of such meeting.
ARTICLE
11
No
contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose,
if:
(a)
the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors
or
the committee and are noted in the minutes of such meeting, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though
the
disinterested Directors be less than a quorum, or
(b)
the
material facts as to his, her or their relationship or relationships or interest
or interests and as to the contract or transaction are disclosed or are known
to
the shareholders entitled to vote thereon, and the contract or transaction
is
specifically approved in good faith by vote of the shareholders; or
(c)
the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee of
the
shareholder; or
(d)
the
fact of the common directorship, office or financial interest is not disclosed
or known to the Director or Officer at the time the transaction is brought
before the Board of Directors of the Corporation for such action.
Such
interested Directors may be counted when determining the presence of a quorum
at
the Board of Directors or committee meeting authorizing the contract or
transaction.
ARTICLE
12
ANNUAL
LIST OF OFFICERS, DIRECTORS, AND REGISTERED AGENTS
The
Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Florida. Such list shall be certified by an officer of the
Corporation.