SOLLENSYS CORP. Item 5.01. Changes in Control of Registrant.
Effective
In connection with the closing of the Stock Purchase, on
Also on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.01 above is incorporated herein by reference.
2
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Bylaw Provision Prior to Bylaw Provision, as Amended and
Amendment and Restatement Restated
Offices: Article I, Section 1. Section 1. The principal office
Offices. The principal of the Company shall be
office of the Company determined by the Board of
shall be determined by Directors, either within or
the Board of Directors. without the State of Nevada.
Corporate Seal: Article IV, Section 4.1. Section 7.1. The Board shall have
Committees of Directors. the power by resolution to adopt,
The Board of Directors make and use a corporate seal and
may designate one or more to alter the form of such seal
committees, each from time to time.
committee to consist of
one or more of the
directors of the Company.
Any such committee, to
the extent provided in
the resolution of the
Board of Directors, or in
these bylaws, shall have
and may exercise all the
powers and authority of
the Board of Directors in
the management of the
business and affairs of
the Company, and may
authorize the seal of the
Company to be affixed to
all papers which may
require it
Shareholder Article II, Section 2.2. Section 2.1. Annual
Meetings: Annual Meetings: The Meetings:Annual meeting shall be
annual meeting of held at such time and date and
stockholders shall be place as the Board shall
held on such date, time determine.
and place, either within
or without the state of
Nevada, as may be
designated by resolution
of the Board of Directors
each year.
Article II, Section 2.3. Section 2.3. Special
Special Meetings: Special Meetings:Special meeting of
meetings for any purpose shareholders, may be called by
may be called by the Board of Directors, and only
President, Board of such business may be transacted
Directors, chairperson of as it relates to purpose
the board, chief established by notice.
executive officer, or the
holders of 10% or more of
the shares entitled to
vote at such meeting.
Notice of Article II, Section 2.4. Section 2.5. Mail notice at least
Shareholder Notice of Stockholder 10 days and not more than 60 days
Meetings: Meetings: Mail notice at prior to meeting. If adjourned
least 10 days and not not more than 60 days, it is not
more than 60 days prior necessary to give notice of
to meeting. adjournment.
Notice of a special There is no requirement that the
meeting shall indicate notice indicate who is calling
the purpose or purposes the meeting.
for which the meeting is
called.
Record Date: Article II, Section 2.12. Section 2.4. The Board may fix a
Record Date for record date that is not more than
Stockholder Notice; 60 days nor less than 10 days
Voting; Giving Consents: before the date of such meeting,
The Board may fix a nor more than 60 days prior to
record date that is not any other action.
more than 60 days nor
less than 10 days before
the date of such meeting.
Waiver of Article III, Section 3.9. Section 2.6. Whenever notice is
Notice: Waiver of Notice:Whenever required to be given to
notice is required to be shareholders, a signed written
given to shareholders, a waiver, whether before or after
signed written waiver, the time, shall be deemed
whether before or after equivalent to notice.
the time, shall be deemed
equivalent to notice.
Quorum and Article II, Section 2.6. Section 2.7. The holders of a
Adjournment: Quorum: The presence of 33.33% of the voting power, shall
majority of the shares of constitute a quorum, unless
stock issued and otherwise provided by the Nevada
outstanding and entitled Revised Statutes (the "NRS").
to vote, shall constitute
a quorum.
3
Bylaw Provision Prior to Bylaw Provision, as Amended and
Amendment and Restatement Restated
Voting at Meeting: Article II, Section 2.9. Section 2.8(b). In any
Voting: All elections uncontested election of
shall be determined by a directors, each person receiving
plurality of the votes a majority of the votes shall be
cast, and except as deemed elected. In any contested
otherwise required by election of directors, each
law, person receiving a plurality of
the votes cast, up to the number
of directors to be elected in
such election, shall be deemed
elected. The Board may, but need
not, establish policies and
procedures regarding the
nomination, election and
resignation of directors.
Section 2.8 (c) As to each matter
submitted to a vote of
shareholders (other than the
election of directors), such
matter shall be decided by a
majority of votes cast.
Ballots: Article III, Section 3.3. Section 2.8(d). Where a ballot is
Election, Qualification required by law or demanded by
And Term Of Office Of any shareholder entitled to vote
Directors: Unless (other than election of
otherwise specified in directors), the voting shall be
the certificate of by ballot. Describes the method
incorporation, elections for voting by ballot.
of directors need not be
by written ballot.
Proxy Votes: Article II, Section 2.13. Section 2.8(d). Any proxy to be
Proxies: No proxy shall sued must be delivered to the
be voted or acted upon Secretary of the Company or their
after three years months representative at the principal
from its date unless such executive offices at or before
proxy provides for a the meeting. The validity and
longer period. enforceability of any proxy
determined in accordance with
NRS.
Certified List Article VII, Section 1. Section 7.3. Requires the Company
of Shareholders: Maintenance and to maintain a list of
Inspection of shareholders, provided it may be
Records: Requires the kept by an agent of the Company.
Company to keep a record A certified shareholder list not
of its stockholders specifically required for
listing their names and shareholder meetings.
addresses and the number
and class of shares held
by each stockholder. A
complete list of
stockholders entitled to
vote at any meeting of
stockholders must be open
to the examination of any
such stockholder for a
period of at least 10
days prior to the
meeting.
Nomination of Not addressed. Section 2.9. Only persons
Directors: nominated as provided in the
bylaws are eligible for election
as directors. Nominations may be
made at a meeting of shareholders
at which directors are to be
elected only (a) by or at
direction of the Board; or (b) by
any shareholder entitled to vote
who complies with notice
procedure in Section 2.10.
Shareholder Not addressed. Section 2.10. (a) Provides
Nominations for notification requirements for
Director and shareholder nominations for
Notice of directors or the transaction of
Business: any other business that a
shareholder proposed to bring
before the meeting, (b) provides
the basis for which a notice
delivered shall not be effective,
and (c) provides basis for
shareholder notice where increase
in the Board size in the coming
year.
Chairman of Article 2, Section 2.8. Section 2.12. The CEO, of if
Shareholder Organization; Conduct of absent, the President, or
Meeting: Business: Such person as Vice-President shall act as
the Board of Directors chairman of all shareholder
may have designated or, meetings.
in the absence of such a
person, the chief
executive officer, or in
his or her absence, the
president or, in his or
her absence, such person
as may be chosen by the
holders of a majority of
the shares entitled to
vote who are present, in
person or by proxy, shall
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 3.1 Amended and Restated Bylaws ofSollensys Corp. 8
© Edgar Online, source
