THE CORPORATE BYLAWS OF REDD MANAGEMENT, STRATEGY, AND FINANCIAL (RMSF) CORPORATION INCORPORATED IN THE STATE OF DELAWARE
The Corporate Bylaws to regulate generally the business and affairs of the Corporation.
PART I - Shareholders
Section 1.01. Meetings
The Directors shall call an annual meeting of the Shareholders not later than the earlier of (a) 6 months after the end of the Corporation’s fiscal year; and (b) 15 months after its last annual meeting. The Directors may at any time call a special meeting of the Shareholders to be held at such place in or out of the State of Missouri and at such time as the Directors shall determine. If no designation of the location is made for any annual or special meeting of the Shareholders, the place of the meeting will be the Registered Office of the Corporation.
Section 1.02. Notice of Meetings
A written notice of the time and place of a meeting of the Shareholders shall be sent not less than 15 days nor more than 60 days before the date of the meeting to each Shareholder entitled to vote at that meeting and to each Director. Irregularities in a notice or in the giving thereof or the accidental omission to give notice to, or the non-receipt of a notice by any person entitled thereto shall not invalidate any action taken at the meeting.
Section 1.03. Quorum
Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided in the Articles of the Corporation (which provisions or any amendment thereto are deemed to form part of these by-laws), at least two shareholders representing not less than 30% of the voting rights attaching to the outstanding shares of the Corporation entitled to vote at a meeting of shareholders present in person or by proxy shall constitute a quorum.
Section 1.04. Chairman of Meetings
Subject to the provisions of any resolution of the Directors, the Chairman of the Board of Directors or, in his absence, a Vice Chairman or, in his absence of all of the foregoing officers, any officer who is also a Director designated by the Directors for that purpose shall preside at any meeting of the shareholders. If all of the foregoing officers be absent, the shareholders entitled to vote at such meeting may choose a chairman.
Section 1.05. Procedure at Meetings
The Chairman of any meeting of shareholders shall conduct the procedure thereat in all respects and his decision on all matters or things, including, but without in any way limiting the generality of the foregoing, any question regarding the validity or invalidity of any instruments of proxy, shall be conclusive and binding upon the shareholders. The Chairman may appoint one or more persons to act as scrutineers at any such meeting.
Section 1.06. Voting
Voting at every meeting of shareholders shall be by a show of hands except where, either before or after a show of hands, a ballot is required by the Chairman of the meeting or is demanded by any person present and entitled to vote at the meeting. At every meeting of shareholders all questions proposed for the consideration of shareholders shall be decided by the majority of votes, unless otherwise required by the laws governing the Corporation or by the Articles of the Corporation.
Section 1.07. Attendance at Meetings
The only persons entitled to attend any meeting of shareholders shall be those persons entitled to vote thereat, the Directors, and others who, although not entitled to vote, are entitled or required by the laws governing the Corporation or by the Articles of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of the meeting.
Section 1.08. Adjournment of Meetings
The Chairman of any meeting of shareholders may at any time during the proceedings adjourn the meeting. Should a quorum not be present at any meeting of shareholders, shareholders present and entitled to vote thereat may adjourn the meeting. Provided a quorum is present, except where otherwise provided in the Articles of the Corporation, any business may be transacted at the adjourned meeting which might have been transacted at the original meeting.
PART II - Directors
Section 2.01. General Powers
The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of the Corporation.
Section 2.02. Number
The Board of Directors of the Corporation shall consist of such number of directors, not greater than the maximum of 15 nor less than the minimum of 4 members, as determined from time to time by the Board, such number presently being fixed at 8.
Section 2.03. Election and Term of Office
Directors shall be elected by the Shareholders at the annual meeting of shareholders, to hold office until the next succeeding annual meeting or until their successors shall be elected or appointed.
Section 2.04. Nomination of Directors
The Board of Directors shall nominate candidates to stand for election as directors; and other candidates may also be nominated by any shareholder of the Corporation, provided such nomination is submitted in writing to the Corporation’s Secretary no later than 60 days prior to the meeting of shareholders at which such directors are to be elected.
Section 2.05. Meetings of Directors and Notices
After the annual meeting of shareholders there shall be held, without notice, a meeting of such of the newly elected Directors as are then present, provided they shall constitute a quorum, for the appointment of officers of the Corporation and the transaction of such other business as may come before the meeting.
Meetings of the Directors may be called at any time by or by order of the Chairman of the Board of Directors, the Vice Chairman, the Chief Executive Officer or a majority of the Directors, and may be held at the registered office of the Corporation, or at any place determined by the directors and may, if all of the Directors consent, be conducted by means of a telephonic, electronic or other communication facility that permits all participates to communicate adequately with each other during the meeting. In the case of a meeting conducted by means of a telephonic, electronic or other communication facility that permits all participates to communicate adequately with each other during the meeting, such meeting shall be deemed to be held at the place specified in the notice calling such meeting or in the waiver thereof and, in the absence of any such specification, at the place where or from which the chairman of the meeting shall have presided.
Notice specifying the place and time of each such meeting shall be delivered personally to each Director, left at such Director’s usual residence or usual place of business, mailed by prepaid ordinary mail or air mail, transmitted via facsimile or, if such Director has consented, delivered as an electronic document, in each case, to each Director at such Director’s address information as it appears on the books of the Corporation at least 5 days prior to the time fixed for such meeting in the case of notice delivered by mail and at least 48 hours prior to the time fixed for such meeting in all other cases. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any Director either before or after the meeting is held.
Section 2.06. Quorum
The Directors may from time to time fix the quorum for meetings of directors, but unless so fixed a majority of the Directors shall constitute a quorum and, no business shall be transacted unless a majority of the Directors present are resident Americans.
In order to transact business at a meeting of the Directors, a quorum of 50 percent of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.
Section 2.07. Chairman
The Chairman of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board.
Section 2.08. Committees of Directors
The Board of Directors, by resolution, may create one or more committees, each consisting of one or more Directors. Each such committee shall serve at the pleasure of the Board. All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members.
Section 2.09. Remuneration
The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board. All changes to Director compensation are subject to ratification by the Shareholders.
Section 2.10. Removal of Directors
Any Director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of Directors at a special meeting of the Shareholders called for that purpose. No director may be removed when the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election where the same total number of votes were cast.
Part III - Officers
Section 3.01. Appointment of Officers
The officers of the Corporation will consist of a Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Presidents, including Executive Vice President, Vice President, and any other Officers and assistant officers as determined in these Bylaws or the Articles of Incorporation or by the Board.
Each of the Chairman, Chief Executive Officer, and/or Chief Financial Officer may execute bonds, mortgages, and other documents under the seal of the Corporation, except where required or permitted by law to be otherwise executed and except where execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.
The Officers will be appointed by the Incorporators of the Corporation. Any appointee may hold one or more offices.
Section 3.02. Term of Office
Each Officer will hold office until a successor is duly appointed and qualified or until the Officer’s death or until the Officer resigns or is removed as provided in these Bylaws.
Section 3.03. Removal of Officers
Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal.
Section 3.04. Vacancies
The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise.
Section 3.05. Chief Executive Officer
Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chief Executive Officer shall be:
To have the general management and supervision, direction and control of the business and affairs of the Corporation;
To preside at all meetings of the Shareholders and at meetings of the Board when the Chairman of the Board is absent;
To call meetings of the Shareholders to be held at such times and at such places as the Chief Executive Officer will deem proper within the limitations prescribed by law or by these bylaws;
To ensure that all orders and resolutions of the Board are effectively carried out;
To maintain records of and certify; whenever necessary, all proceedings of the Board and the Shareholders;
To put the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the opinion of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for the Corporation’s shares; and subject to the instructions of the Board, to have general charge of the property of the Corporation and to supervise and manage all Officers, agents and employees of the Corporation; and
To perform all other duties and carry out other responsibilities as determined by the Board.
Section 3.06. Chief Operating Officer
Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chief Operating Officer shall include:
To have general management, supervision, direction and control over the day to day business dealings of the Corporation;
The design, operation, and improvement of the systems that create and deliver the firm’s products and services;
To ensure compliance with the Corporation’s policies and procedures;
To manage business relationships with key suppliers and ensure that the Corporation’s products and services meet standards of quality and cost effectiveness;
To develop and implement space-planning strategies to accommodate current and future organizational needs;
To coordinate staff for coverage in all related areas of the department;
To assist in attaining the Corporation’s established operational and financial goals; and
To perform all other duties and carry out other responsibilities as prescribed by the Board or the Chief Executive Officer.
Section 3.07. Chief Financial Officer
Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chief Financial Officer will be:
To keep accurate financial records for the Corporation;
To deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board;
To endorse for deposit all notes, checks, drafts received by the Corporation as instructed by the Board, making proper vouchers for them;
To disburse corporate funds and issue checks and drafts in the name of the Corporation, as instructed by the Board;
To submit to the Chief Executive Officer and the Board, as requested, an account of all transactions by the Chief Financial Officer and the financial condition of the Corporation;
To prepare and submit to the Board annual reports detailing the financial status of the Corporation; and
To perform all other duties and carry out other responsibilities as prescribed by the Board or the Chief Executive Officer.
Section 3.08. Executive Vice President, President, and Vice President
The Executive Vice President, President, and Vice President shall perform any duties as may from time to time be delegated by the Board or by the Chief Executive Officer.
Section 3.09. Remuneration
The compensation of officers of the Corporation shall be fixed by the Board of Directors.
PART IV - General Provisions
Section 3.01. Insurance and Indemnity of Directors, Officers and Others
The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent, or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person’s status as such.
Subject to applicable statute, any person made or threatened to be made a party to any action, suit, or proceeding, by reason of the fact that he or she, his or her testator or intestate representative, is or was a director, officer, agent, or employee of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with such an action, suit, or proceeding. Notwithstanding the foregoing, no indemnification shall be made by the Corporation of judgment or other final determination establishes that the potential indemnificatee’s acts were committed in bad faith or were the result of active or deliberate fraud or dishonesty or clear and gross negligence.
Section 3.02. Execution of Instruments
All contracts, checks, drafts, or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
Section 3.03. Amendments
The Board of Directors shall have the power to make, adopt, alter, amend, and repeal from time to time the Bylaws of the Corporation except that the adoption, amendment, or repeal of any Bylaw regulating the election of directors shall be subject to the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.