Corporate Bylaws BY-LAWS OF DKS, Inc. ARTICLE I — OFFICES ARTICLE II — SEAL ARTICLE III — STOCKHOLDERS’ MEETINGS ARTICLE IV — DIRECTORS ARTICLE V — OFFICERS ARTICLE VI — CORPORATE RECORDS ARTICLE VII — STOCK CERTIFICATES, DIVIDENDS, ETC. ARTICLE VIII — MISCELLANEOUS PROVISIONS ARTICLE IX — ANNUAL STATEMENT ARTICLE X — AMENDMENTS ARTICLE I — OFFICES Section 1. The registered office of the corporation shall be at: 1234 5th Street, Cocoa Beach, Florida 32920 Section 2. The corporation may also have offices in Coffee County, Georgia. Section 3.
The registered agent is Michelle Vitt Baker, 200 Brevard Avenue, Cocoa, Florida 32922. ARTICLE II — SEAL Section 1. The Corporate Seal will be circular and the name DKS for this corporation will be in the center. It will have the State of Florida inscribed as well as the year 2000, with the words Corporate Seal. ARTICLE III — STOCKHOLDERS’ MEETINGS Section 1.
Meetings of stockholders shall be held at the registered office of the corporation in this state. Section 2. Annual Meetings: The annual meeting of the stockholders shall be held on the first day of September in each year, starting in the year 2000 at seven (7) p.m., if not a legal holiday. If a legal holiday, the meeting shall take place on the next business day. Section 3.
Election of Directors: Elections of the directors of the corporation shall be by written ballot. Section 4. Special Meetings: Special meetings of the stockholders may be called at any time by the Board of Directors, or stockholders entitled to cast at least one-third of the votes, which all stockholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than thirty days after receipt of the request, and to give due notice thereof. Written notice of a special meeting of stockholders stating the time and place and object thereof, shall be given to each stockholder entitled to vote thereat at least thirty days before such meeting, unless a greater period of notice is required by statute in a particular case. Section 5. Quorum: A majority of the outstanding shares of the corporation entitled to vote, two (2), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.
If the quorum is not present, the meeting shall be postponed. Section 6. Proxies: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. All proxies shall be filed with the Secretary of the meeting before being voted upon. Section 7. Notice of Meetings: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than thirty days before the date of the meeting to each stockholder entitled to vote at such meeting. This notice shall be sent through the United States Postal Service. Section 8. Consent in Lieu of Meetings: Any action required to be taken at any annual or special meeting of stockholders or a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Section 9. List of Stockholders: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. ARTICLE IV — DIRECTORS Section 1. The business and affairs of this corporation shall be managed by its Board of Directors, three (3) in number. They shall be elected by the stockholders at the annual meeting of stockholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify or until his earlier resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board. Section 3. Special Meetings: Special Meetings of the Board may be called by the Chairman on 2 days notice to each director, either personally or by mail, fax or by telegram. Section 4. Quorum: A majority of the total number of directors, two (2), shall constitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. The Board of Directors may hold its meetings, and have an office or offices in Coffee County, Georgia. Section 6. Compensation: There will not be any compensation to the Board of Directors. Section 7. Removal: Any director or the entire Board of Directors 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, except that when cumulative voting is permitted. ARTICLE V — OFFICERS Section 1.
The executive officers of the corporation shall be chosen by the directors and shall be a Chairman, President, Secretary and Chief Financial Officer. The Board of Directors may also choose one or more Vice Presidents and such other officers, as it shall deem necessary. Any number of offices may be held by the same person. Section 2. Salaries: Salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.
The salaries shall be five hundred dollars ($500) per week, and shall increase with growing business. Section 3. Term of Office: The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby. Section 4. Chairman: The Chairman shall pre …