AMENDED
AND RESTATED BYLAWS
OF
CHINA
AUTO LOGISTICS INC.
(the
“
Corporation
”)
(formerly
known as “Fresh Ideas Media, Inc.”)
ARTICLE
I.
CAPITAL
STOCK
1.1
Classes
of Stock
.
The
capital stock of the Corporation shall consist of shares of such kinds
and
classes, with such designations and such relative rights, preferences,
qualifications, limitations and restrictions, including voting rights,
and for
such consideration as shall be stated in or determined in accordance
with the
Corporation’s Articles of Incorporation (as may be amended or restated from time
to time, the “
Articles
of Incorporation
”)
and
any amendment or amendments thereof, or the Nevada General Corporation
Law (the
“
NGCL
”).
Consistent with the NGCL, capital stock of the Corporation owned by the
Corporation may be referred to and accounted for as treasury stock.
1.2
Certificates
for
Shares
.
The
shares of the Corporation shall be represented by certificates, provided
that
the Corporation’s Board of the Directors (the “
Board
of Directors
”
or
the
“
Board
”)
may
provide by resolution or resolutions that some or all of any or all classes
or
series of its stock shall be uncertificated shares. Any such resolution
shall
not apply to shares represented by a certificate until such certificate
is
surrendered to the Corporation. Notwithstanding the adoption of such
a
resolution by the Board, every holder of stock represented by certificates
and
upon request every holder of uncertificated shares shall be entitled
to have a
certificate signed by or in the name of the Corporation by the Chairman,
or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, representing the number of
shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar
who has
signed or whose facsimile signature has been placed upon a certificate
has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as
if he or
she were such officer, transfer agent or registrar at the date of issue.
A
certificate representing shares of stock that are subject to restrictions
on
transfer or to other restrictions may have a notation of such restriction
imprinted thereon.
1.3
Lost,
Stolen or Destroyed Stock Certificates; Issuance of New
Certificates
.
The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed,
and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or his or her legal representative, to give the Corporation
a bond
sufficient to indemnify it against any claim that may be made against
it on
account of the alleged loss, theft or destruction of any such certificate
or the
issuance of such new certificate.
1.4
Transfer
of Shares
.
The
shares of the capital stock of the Corporation shall be transferred only
on the
books of the Corporation by the holder thereof, or by his or her
attorney-in-fact, upon the surrender and cancellation of the stock certificate,
whereupon a new certificate shall be issued to the transferee. The transfer
and
assignment of such shares of stock shall be subject to the laws of the
State of
Nevada. The Board of Directors shall have the right to appoint and employ
one or
more stock registrars and one or more transfer agents in the State of
Nevada or
in any other state, and may require that each stock certificate bear
the
signature or signatures of a transfer agent or a registrar or both.
ARTICLE
II.
STOCKHOLDERS
2.1
Annual
Meetings
.
The
regular annual meeting of the stockholders of the Corporation (the “
Annual
Meeting
”)
shall
be held on such date within a reasonable interval after the close of
the
Corporation’s last fiscal year as may be designated from time to time by the
Board of Directors, for the election of the directors of the Corporation,
and
for the transaction of such other business as is authorized or required
to be
transacted by the stockholders. If the election of directors shall not
be held
on the day designated for the Annual Meeting, or any adjournment thereof,
the
Board shall cause the election to be held at a special meeting of the
stockholders.
2.2
Special
Meetings
.
Special
meetings of the stockholders (each, a “
Special
Meeting
”)
may be
called by the Board of Directors or upon the request to the President
by holders
of not less than 10% of all of the outstanding shares of the Corporation
entitled to vote at a stockholders meeting.
2.3
Time
and Place of Meetings
.
All
meetings of the stockholders shall be held at the principal office of
the
Corporation or at such other place within or without the State of Nevada
and at
such time as may be designated from time to time by the Board of
Directors.
2.4
Notice
of Meetings.
(a)
Whenever
stockholders are required or permitted to take any action at a meeting,
a
written notice delivered either in person or by mail of the meeting shall
be
given that shall state the date, time and place of the meeting and, in
the case
of a Special Meeting, each purpose for which the meeting is called. The
written
notice shall be given to each stockholder of record entitled to vote
at such
meeting not less than ten (10) nor more than sixty (60) days before the
date of
the meeting.
(b)
No
business may be transacted at an Annual Meeting or Special Meeting, other
than
business that is either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(or
any duly authorized committee thereof), (ii) otherwise properly brought
before
the Annual Meeting or Special Meeting by or at the direction of the Board
of
Directors (or any duly authorized committee thereof) or (iii) otherwise
properly
brought before the Annual Meeting by any stockholder of the Corporation
(x) who
is a stockholder of record on the date of the giving of the notice provided
for
in this Section 2.4 of this Article II and on the record date for the
determination of stockholders entitled to vote at such Annual Meeting
or Special
Meeting, and (y) who complied with the notice procedures set forth in
this
Section 2.4 of this Article II.
(c)
In
addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting or Special Meeting by a stockholder,
such
stockholder must have given timely notice thereof in proper written form
to the
Secretary. To be timely, a stockholder’s notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the
Corporation (a) in the case of an Annual Meeting, not less than ninety (90)
days nor more than one hundred and twenty (120) days prior to the anniversary
date of the immediately preceding Annual Meeting;
provided
,
however
,
that in
the event that the Annual Meeting is called for a date that is not within
thirty
(30) days before or after such anniversary date, notice by the stockholder
in
order to be timely must be so received not later than the close of business
on
the tenth (10th) day following the day on which such notice of the date
of the
Annual Meeting was mailed; and (b) in the case of a Special Meeting,
not later
than the close of business on the tenth (10th) day following the day
on which
notice of the date of the Special Meeting was mailed. In no event shall
the
public announcement of an adjournment of an Annual Meeting or Special
Meeting
for the purpose of electing directors commence a new time period for
the giving
of a stockholder’s notice as described above.
(d)
To
be in
proper written form, a stockholder’s notice to the Secretary must set forth as
to each matter such stockholder proposes to bring before the Annual Meeting
(i)
a brief description of the business desired to be brought before the
Annual
Meeting and the reasons for conducting such business at the Annual Meeting,
(ii)
the name and record address of such stockholder, (iii) the class or series
and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholders, (iv) a description of
all
arrangements or understandings between such stockholder and any other
person or
persons (including their names) in connection with the proposal, and
(v) a
representation that such stockholder intends to appear in person or by
proxy at
the Annual Meeting to bring such business before the Annual
Meeting.
(e)
If
the
Chairman determines that business was not properly brought before the
Annual
Meeting in accordance with the foregoing procedures, the Chairman shall
declare
to the Annual Meeting that the business was not properly brought before
the
Annual Meeting and such business shall not be transacted.
2.5
Quorum
Requirements for Stockholder Meetings
.
A
majority of the shares entitled to vote present, in person or represented
by
proxy, shall constitute a quorum for the transactions of business. A
meeting may
be adjourned in the absence of a quorum, and notice of an adjourned meeting
need
not be given if the time and place to which the meeting is adjourned
are
announced at the meeting at which the adjournment is taken provided that
such
adjournment shall not exceed sixty (60) days. When a quorum is present
at any
meeting, a majority in interest of the stock there represented shall
decide any
question brought before such meeting, unless the question is one upon
which, by
express provision of the Articles of Incorporation or these Bylaws, or
by the
laws of the State of Nevada, a larger or different vote is required,
in which
case such express provision shall govern the decision or such question.
Once a
quorum is present at a duly organized meeting, the stockholders present
may
continue to transact business until adjournment, notwithstanding any
departures
of stockholders during the meeting which leave less than a quorum.
2.6
Voting
and Proxies
.
Every
stockholder entitled to vote at a meeting may do so either in person
or by proxy
appointment made by an instrument in writing subscribed by such stockholder
which proxy shall be filed with the secretary of the meeting before being
voted.
Such proxy shall entitle the holders thereof to vote at any adjournment
of such
meeting, but shall not be valid after the final adjournment thereof.
No proxy
shall be valid after the expiration of three (3) years from the date
of its
execution, unless the said instrument expressly provides for a longer
period.
2.7
Written
Consent of Stockholders
.
Any
action required or permitted to be taken by the holders of the issued
and
outstanding stock of the Corporation at an Annual Meeting or Special
Meeting
duly called and held in accordance with the NGCL, the Articles of Incorporation
and these Bylaws, may in lieu of such meeting, be taken by the consent
in
writing executed by stockholders holding the number of shares necessary
to
approve such action. Such written consent or consents shall be filed
with the
minutes of the Corporation. Such action by written consent of all entitled
to
vote shall have the same force and effect as a unanimous vote for such
stockholders.
2.8
Voting
of Shares by Certain Holders
(a)
Shares
standing in the name of another corporation may be voted by agent or
proxy as
the bylaws of such corporation may prescribe or, in the absence of such
provision, as the board of directors of such corporation may determine
as
evidenced by a duly certified copy of either the bylaws or corporate
resolution.
(b)
Neither
treasury shares nor shares held by another corporation, if the majority
of the
shares entitled to vote for the election of directors of such other corporation
is held by the Corporation, shall be voted at any meeting or counted
in
determining the total number of outstanding shares at any given
time.
(c)
Shares
held by an administrator, executor, guardian or conservator may be voted
by such
fiduciary, either in person or by proxy, without a transfer of such shares
into
the name of such fiduciary. Shares standing in the name of a trustee
may be
voted by such trustee, either in person or by proxy, but no trustee shall
be
entitled to vote shares held by a trustee without a transfer of the shares
into
such trust.
(d)
Shares
standing in the name of a receivership may be voted by such receiver
and shares
held by or under the control of a receiver may be voted by such receiver,
without the transfer thereof into the name of such receiver if authority
to do
so is contained in an appropriate order of the court by which the receiver
was
appointed.
2.9
Inspectors
.
The
Board may, in advance of any meeting of stockholders, appoint one or
more
inspectors to act as such meeting or any adjournment thereof. If the
inspectors
shall not be so appointed or if any of them shall fail to appear or act,
the
chairman of the meeting may appoint inspectors. Each inspector, before
entering
upon the discharge of his duties, shall take and sign an oath faithfully
to
execute the duties of inspector at such meeting with strict impartiality
and
according to the best of his ability. The inspectors shall determine
the number
of shares outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and
effect
of proxies and shall receive votes, ballots or consents, hear and determine
all
challenges and questions arising in connection with the right to vote,
count and
tabulate all votes, ballots or consents, determine the result and do
such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled
to vote
thereat, the inspectors shall make a report in writing of any challenge,
request
or matter determined by them and shall execute a certificate of any fact
found
by them.
ARTICLE
III.
DIRECTORS
3.1
General
Powers, Number and Terms of Office
.
The
business of the Corporation shall be controlled and managed in accordance
with
the NGCL by the Board of Directors. The Board shall have the power to
manage the
business and the affairs of the Corporation in such manner as it sees
fit. In
addition to the powers and authorities expressly conferred upon it, the
Board
may do all lawful acts which are not directed to be done by the stockholders
according to the NGCL, the Articles of Incorporation or by these Bylaws.
The
number of directors shall be fixed from time to time by resolution adopted
by a
majority of the Board of Directors then in office, but shall not be less
than
one. Directors need not be stockholders or residents of the State of
Nevada, but
must be of legal age. Directors shall be elected by a plurality of the
votes
cast at the Annual Meeting or at a Special Meeting called for that purpose.
Each
director shall hold office until the expiration of the term for which
he or she
is elected, and thereafter until his or her successor has been elected
and
qualified.
3.2
Nomination
of Directors.
(a)
Only
persons who are nominated in accordance with the following procedures
shall be
eligible for election as directors of the Corporation, except as may
be
otherwise provided in the Articles of Incorporation, including the right
of
holders of preferred stock of the Corporation to nominate and elect a
specified
number of directors in certain circumstances. Nominations of persons
for
election to the Board of Directors may be made at any Annual Meeting
or at any
Special Meeting called for the purpose of electing directors, (a) by
or at the
direction of the Board of Directors (or any duly authorized committee
thereof),
or (b) by any stockholder of the Corporation (i) who is a stockholder
of record
on the date of the giving of the notice provided for in this Section
3.2 of this
Article III and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 3.2 of this Article III.
(b)
In
addition to any other applicable requirements, for a nomination to be
made by a
stockholder, such stockholder must have given timely notice thereof in
proper
written form to the Secretary. To be timely, a stockholder’s notice to the
Secretary must be delivered to or mailed and received at the principal
executive
offices of the Corporation (a) in the case of an Annual Meeting, not
less than
ninety (90) days nor more than one hundred and twenty (120) days prior
to the
anniversary date of the immediately preceding Annual Meeting;
provided
,
however
,
that in
the event that the Annual Meeting is called for a date that is not within
thirty
(30) days before or after such anniversary date, notice by the stockholder
in
order to be timely must be so received not later than the close of business
on
the tenth (10th) day following the day on which such notice of the date
of the
Annual Meeting was mailed; and (b) in the case of a Special Meeting called
for
the purpose of electing directors, not later than the close of business
on the
tenth (10th) day following the day on which notice of the date of the
Special
Meeting was mailed. In no event shall the public announcement of an adjournment
of an Annual Meeting or Special Meeting commence a new time period for
the
giving of a stockholder’s notice as described above.
(c)
To
be in
proper written form, a stockholder’s notice to the Secretary must set forth (a)
as to each person whom the stockholder proposes to nominate for election
as a
director (i) the name, age, business address and residence address of
the
person, (ii) the principal occupation or employment of the person, (iii)
the
class or series and number of shares of capital stock of the Corporation
which
are owned beneficially or of record by the person and (iv) any other
information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the “
Exchange
Act
”),
and
the rules and regulations promulgated thereunder; and (b) as to the stockholder
giving the notice (i) the name and record address of such stockholder,
(ii) the
class or series and number of shares of capital stock of the Corporation
which
are owned beneficially or of record by such stockholder, (iii) a description
of
all arrangements or understandings between such stockholder and each
proposed
nominee and any other person or persons (including their names) pursuant
to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be
disclosed
in a proxy statement or other filings required to be made in connection
with
solicitations of proxies for election of directors pursuant to Section
14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such
notice
must be accompanied by a written consent of each proposed nominee to
being named
as a nominee and to serve as a director if elected.
(d)
No
person
shall be eligible for election as a director of the Corporation unless
nominated
in accordance with the procedures set forth in this Section 3.2 of this
Article
III, except as may be otherwise provided in the Articles of Incorporation.
If
the Chairman determines that a nomination was not made in accordance
with the
foregoing procedures, the Chairman shall declare to the meeting that
the
nomination was defective and such defective nomination shall be
disregarded.
3.3
Employee
Directors
.
An
employee director, other than the Chief Executive Officer, shall immediately
resign from the Board of Directors at the time of any reduction in
responsibility or upon termination of employment for whatever reason,
unless the
Board of Directors determines otherwise. A director who was the Chief
Executive
Officer and whose employment was terminated for whatever reason, other
than
retirement, shall resign immediately from the Board of Directors upon
such
termination, unless the Board of Directors determines otherwise.
3.4
Meetings
.
The
annual meeting of the Board of Directors shall be held immediately after
the
adjournment of the Annual Meeting, at which time the: (i) officers of
the
Corporation shall be elected, (ii) membership of committees of the Board
of
Directors shall be elected and (iii) election of the Chairman and any
other
Board positions. The Board may also designate more frequent intervals
for
regular meetings. Special meetings may be called at any time by the Chairman,
Chief Executive Officer, the President, or any director. Members of the
Board of
Directors may participate in a meeting of the Board of Directors by means
of
conference telephone or similar communications equipment by means of
which all
persons participating in the meeting can hear each other, and participation
in a
meeting in such manner shall constitute presence in person at such a
meeting.
3.5
Notice
of Directors’ Meetings
.
The
annual and all regular Board meetings may be held without specific prior
notice
of the date, time, place or purpose of the meeting, as long as such dates
have
been previously established. Special meetings shall be held upon notice
sent by
any usual means of communication not less than twenty-four (24) hours
before the
meeting noting the date, time and place of the meeting. The notice need
not
describe the purposes of the special meeting of the Board. Special meetings
of
the Board may be called at the request of the Chairman of the Board,
the Chief
Executive Officer or any two directors. The person or persons authorized
to call
special meetings of the Board may fix any place, either within or without
the
State of Nevada, as the place for holding any special meeting of the
Board
called by them. Attendance by a director at a meeting or subsequent execution
or
approval by a director of the minutes of a meeting shall constitute a
waiver of
any defects in notice of such meeting.
3.6
Quorum
and Vote
.
The
presence of a majority of the directors shall constitute a quorum for
the
transaction of business. A meeting may be adjourned in the absence of
a quorum,
and notice of an adjourned meeting need not be given if the time and
place to
which the meeting is adjourned are fixed at the meeting at which the
adjournment
is taken, and if the period of adjournment does not exceed thirty (30)
days in
any one adjournment. Subject to Section 3.11 of these Bylaws, the vote
of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board, unless the vote of a greater number is
required
by the Articles of Incorporation, these Bylaws, or by the laws of the
State of
Nevada.
3.7
Presumption
of Assent
.
A
director of the Corporation who is present at a meeting of the Board
at which
action on any corporate matter is taken shall be presumed to have assented
to
the action taken unless the dissent of such director shall be entered
in the
minutes of the meeting, filed in writing with the person acting as the
secretary
of the meeting before the adjournment thereof or forwarded by registered
mail to
the Secretary of the Corporation immediately after the meeting. Such
right to
dissent shall not apply to a director who voted in favor of such
action.
3.8
Committees
of the Board of Directors
.
The
Board of Directors, by a resolution adopted by a majority of the Board,
may
designate an executive committee, an audit committee, and other committees,
and
may delegate to such committee or committees any and all such authority
as it
deems desirable. Each committee must include at least one director. Each
committee, to the extent provided in the resolution forming such committee,
shall have the authority of the Board. The designation of such committees
and
the delegation thereto of authority shall not operate to relieve the
Board, or
any member thereof, of any responsibility imposed by law.
3.9
Removal
of Directors; Resignation of Directors.
(a)
Any
director or the entire Board of Directors may be removed, with or without
cause,
by the affirmative vote of the holders of two-thirds (2/3) of the outstanding
shares of capital stock of the Corporation entitled to vote general
ly
in the
election of directors.
(b)
Any
director may resign by giving written notice to the Board of Directors.
The
resignation shall be effective on receipt, unless the notice specifies
a later
time for the effective date of such resignation, in which event the resignation
shall be effective upon the election and qualification of a successor.
If the
resignation is effective at a future time, a successor may be elected
before
that time to take office when the resignation becomes effective.
3.10
Chairman
of the Board
.
The
chairman of the Board (the “
Chairman
”)
shall
be chosen from among the directors and shall preside at all meetings
of the
Board of Directors and stockholders. The Chairman shall confer from time
to time
with members of the Board and the officers of the Corporation and shall
perform
such other duties as may be assigned to him or her by the Board. Except
where by
law the signature of the President is required, the Chairman shall possess
the
same power as the President to sign all certificates, contracts, and
other
instruments of the Corporation which may be authorized by the Board of
Directors. In addition, the Board may designate the Chairman as an “Executive
Chairman” and in such instances, compensate such person as an officer of the
Corporation.
3.11
Compensation
of Directors
.
By
resolution of the Board, the directors may be paid their expenses, if
any, for
attendance at each meeting of the Board and may be paid a fixed sum for
attendance at each meeting of the Board and a stated salary as director.
No such
payment shall preclude any director from serving the Corporation in any
other
capacity and receiving compensation therefore or from receiving compensation
for
any extraordinary or unusual services as a director.
3.12
Time
and Place of Meetings
.
All
meetings of the Board of Directors shall be held at the principal office
of the
Corporation, or at such other place within or without the State of Nevada
and at
such time as may be designated from time to time by the Board of
Directors.
3.13
Vacancies
.
Except
as otherwise provided in the Articles of Incorporation or in the following
paragraph, vacancies occurring in the membership of the Board of Directors,
from
whatever cause arising, may be filled by (a) a vote of a majority of
the
remaining directors, although less than a quorum is present, (b) the
prior
action of the directors, or (c) the affirmative vote of the holders of
a
majority of the outstanding shares of capital stock of the Corporation
entitled
to vote generally in the election of directors.
3.14
Action
by Written Consent of Directors
.
Any
action required or permitted to be taken by the Board of Directors or
any
committee thereof may be taken without a meeting if all members of the
Board or
of the committee consent in writing to the adoption of resolution authorizing
the action. The resolution and the written consents thereto by the members
of
the Board or of the committee shall be filed with the minutes of the
proceedings
of the Board or committee, and such action shall be as valid and effective
as
any action taken at a regular or special meeting of the Board.
3.15
Dividends
.
The
Board of Directors may declare dividends from time to time upon the capital
stock of the Corporation in accordance with the NGCL.
3.16
Fiscal
Year
.
The
fiscal year of the Corporation shall be fixed by resolution of the Board
of
Directors.
ARTICLE
IV.
OFFICERS
4.1
Election
and Term of Office
.
The
officers of the Corporation shall be elected by the Board of Directors
at the
regular annual meeting of the Board, unless the Board shall otherwise
determine,
and may consist of a chief executive officer, chief operating officer,
president, one or more vice presidents (any one or more of whom may be
designated “corporate,” “executive,” “senior,” “group” or other functionally
described vice president), a corporate secretary, a chief financial officer,
a
treasurer and one or more assistant secretaries and assistant treasurers.
Each
officer shall continue in office until his or her successor shall have
been duly
elected and qualified or until his or her earlier death, resignation
or removal.
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors. Unless otherwise specified in such written
notice,
such resignation shall take effect upon receipt thereof by the Board
of
Directors and the acceptance of such resignation shall not be necessary
to make
it effective. Any officer or agent may be removed by the Board of Directors
at
any time with or without cause, but such removal shall be without prejudice
to
the contract rights, if any, of the person so removed. Election or appointment
shall not of itself create contract rights. Vacancies occasioned by any
cause in
any one or more of such offices may be filled for the unexpired portion
of the
term by the Board of Directors at any regular or special meeting of the
Board.
4.2
Chief
Executive Officer
.
The
Board may designate a chief executive officer (the “
Chief
Executive Officer
”),
who
shall be the most senior officer of the Company, and report directly
to the
Board of Directors. The Chief Executive Officer shall have the full authority
to
operate the Company on a day-to-day basis subject to the supervision
of the
Board of Directors. All officers of the Company shall be subject to the
authority of the Chief Executive Officer.
4.3
President
.
The
president of the Corporation (the “
President
”)
and
his or her duties shall be subject to the control of the Board of Directors,
except, if someone has been designated Chief Executive Officer, in such
event,
the President shall be subject to the control of the Chief Executive
Officer.
The President shall have the power to sign and execute all deeds, mortgages,
bonds, contracts and other instruments of the Corporation as authorized
by the
Board of Directors, except in cases where the signing and execution thereof
shall be expressly designated by the Board of Directors or by these Bylaws
to
some other officer, official or agent of the Corporation. The President
shall
perform all duties incident to the office of President and such other
duties as
are properly required of him or her by these Bylaws.
4.4
Vice
Presidents
.
The
vice presidents of the Corporation (each, a “
Vice
President
”)
shall
possess the same power as the President to sign all certificates, contracts
and
other instruments of the Corporation which may be authorized by the Board
of
Directors, except where by law the signature of the President is required.
All
Vice Presidents shall perform such duties as may from time to time be
assigned
to them by the Board of Directors, the Chairman, the Chief Executive
Officer or
the President, as applicable.
4.5
Corporate
Secretary
.
The
corporate secretary of the Corporation (the “
Secretary
”)
shall:
(a)
Keep
the
minutes of the meetings of the stockholders and the Board of Directors
in books
provided for that purpose.
(b)
See
that
all notices are duly given in accordance with the provisions of these
Bylaws and
as required by law.
(c)
Be
custodian of the records and of the seal of the Corporation and see that
the
seal is affixed to all documents, the execution of which on behalf of
the
Corporation under its seal is duly authorized in accordance with the
provisions
of these Bylaws.
(d)
Keep
a
register of the post office address of each stockholder, which shall
be
furnished to the Secretary at his or her request by such stockholder,
and make
all proper changes in such register, retaining and filing his or her
authority
for all such entries.
(e)
See
that
the books, reports, statements, certificates and all other documents
and records
required by law are properly kept, filed and authenticated.
(f)
In
general, perform all duties incident to the office of Secretary and such
other
duties as may from time to time be assigned to him or her by the Board
of
Directors.
(g)
In
case
of absence or disability of the Secretary, the assistant secretaries
of the
Corporation (each, an “
Assistant
Secretary
”),
in
the order designated by the Chief Executive Officer, shall perform the
duties of
Secretary.
4.6
Treasurer
.
The
treasurer of the Corporation (the “
Treasurer
”)
shall:
(a)
Give
bond
for the faithful discharge of his or her duties if required by the Board
of
Directors.
(b)
Have
the
charge and custody of, and be responsible for, all funds and securities
of the
Corporation, and deposit all such funds in the name of the Corporation
in such
banks, trust companies or other depositories as shall be selected in
accordance
with the provisions of these Bylaws.
(c)
At
all
reasonable times, exhibit the Corporation’s books of account and records, and
cause to be exhibited the books of account and records of any corporation,
a
majority of whose stock is owned by the Corporation, to any of the directors
of
the Corporation upon application during business hours at the principal
executive offices of the Corporation or such other corporation where
such books
and records are kept.
(d)
Render
a
statement of the conditions of the finances (including a balance sheet
and
profit and loss statement, if so requested by the Board) of the Corporation
at
all regular meetings of the Board of Directors, and a full financial
report at
the Annual Meeting, if called upon so to do.
(e)
Receive
and give receipts for monies due and payable to the Corporation from
any source
whatsoever.
(f)
In
general, perform all of the duties incident to the office of Treasurer
and such
other duties as may from time to time be assigned to him or her by the
Board of
Directors.
(g)
In
case
of absence or disability of the treasurer, the assistant treasurers,
in the
order designated by the Chief Executive Officer, shall perform the duties
of
treasurer.
4.7
Chief
Operating Officer
.
The
Board of Directors shall designate the authority and duties of the Chief
Operating Officer at the time of appointment and such authority and duties
may
change or limit the authority and duties of all other officers, except
for the
Chief Executive Officer.
4.8
Chief
Financial Officer
.
The
Board of Directors shall designate the authority and duties of the Chief
Financial Officer at the time of appointment and such authority and duties
may
change or limit the authority and duties of all other officers, except
for the
Chief Executive Officer.
4.9
Subordinate
Officers and Agents
.
The
Board of Directors may from time to time appoint such other officers
and agents
as it may deem necessary or advisable, to hold office for such period,
have such
authority and perform such duties as the Board of Directors may from
time to
time determine. The Board of Directors may delegate to any officer or
agent the
power to appoint any such subordinate officers or agents and to prescribe
their
respective terms of office, authorities and duties, except as such power
may be
otherwise defined or restricted by the Board of Directors.
4.10
Compensation
.
The
compensation of the officers of the Corporation, including, without limitation,
salary, equity incentives, and bonuses, shall be fixed from time to time
by the
Board of Directors, or a duly authorized committee thereof, pursuant
to budgets
setting forth such salaries. No officer shall be prevented from receiving
such
salary by reason of the fact that such person is also a director of the
Corporation.
ARTICLE
V.
CORPORATE
SEAL
The
corporate seal of the Corporation shall be a round, metal disc with the
words
“China Auto Logistics Inc.” around the outer margin thereof, and the words
“Incorporated
February
18, 2005”, in the center thereof, so mounted that it may be used to impress
words in raised letters upon paper.
ARTICLE
VI.
INDEMNIFICATION
6.1
Indemnification
(a)
The
Corporation shall, to the fullest extent permitted by the provisions
of 78.7502
of the Nevada Revised Statutes, indemnify each person who is or was a
director,
officer, manager or employee of the Corporation, or of any other corporation,
partnership, joint venture, limited liability company, trust or other
enterprise
which he or she is serving or served in any capacity at the request of
the
Corporation, from and against any and all, liability and reasonable expense,
as
and when incurred, that may be incurred by him or her in connection with
or
resulting from any claim, actions, suit or proceeding (whether actual
or
threatened, brought by or in the right of the Corporation or such other
corporation, partnership, joint venture, limited liability company, trust
or
other enterprise, or otherwise, civil, criminal, administrative, investigative,
or in connection with an appeal relating thereto), in which he or she
may become
involved, as a party or otherwise, by reason of his or her being or having
been
a director, officer, manager or employee of the Corporation or of such
other
corporation, partnership, joint venture, limited liability company, trust
or
other enterprise or by reason of any past or future action taken or not
taken in
his or her capacity as such director, officer, manager or employee, whether
or
not he or she continues to be such at the time such liability or expense
is
incurred, to the fullest extent permitted by the NGCL as the same now
exists or
may hereafter be amended (but in the case of any such amendment only
to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than the NGCL permitted the Corporation to provide
prior
to such amendment).
(b)
Any
indemnification pursuant to this Article VI shall be (unless ordered
by a court)
paid by the Corporation within sixty (60) days of such request, unless
the
Corporation shall have determined by (i) the Board of Directors, acting
by a
quorum consisting of directors who are not parties to such claim, action,
suit
or proceeding, (ii) independent legal counsel (who may be regular counsel
of the
Corporation) in a written opinion if a majority vote of a quorum consisting
of
directors who were not parties to the to such claim, action, suit or
proceeding
so orders, (iii) independent legal counsel (who may be regular counsel
of the
Corporation) in a written opinion if a quorum consisting of directors
who were
not parties to such claim, action, suit or proceedings cannot be obtained,
(iv)
the stockholders, or (v) a court of competent jurisdiction, that indemnification
is not proper under the circumstances because such person has not met
the
necessary standard of conduct in accordance with the NGCL;
provided
,
however
,
that
following a Change in Control of the Corporation, with respect to all
matters
thereafter arising out of acts, omissions or events prior to the Change
in
Control of the Corporation concerning the rights of any person seeking
indemnification hereunder, such determination shall be made by special
independent counsel selected by such person and approved by the Corporation
(which approval shall not be unreasonably withheld), which counsel has
not
otherwise performed services (other than in connection with similar matters)
within the five (5) years preceding its engagement to render such opinion
for
such person or for the Corporation or any affiliates (as such term is
defined in
Rule 405 under the Securities Act of 1933, as amended) of the Corporation
(whether or not they were affiliates when services were so performed)
(“
Independent
Counsel
”).
Unless such person has theretofore selected Independent Counsel pursuant
to this
Article VI, Section 6.1 and such Independent Counsel has been approved
by the
Corporation, legal counsel approved by a resolution or resolutions of
the Board
of Directors prior to a Change in Control of the Corporation shall be
deemed to
have been approved by the Corporation as required. Such Independent Counsel
shall determine as promptly as practicable whether and to what extent
such
person would be permitted to be indemnified under applicable law and
shall
render its written opinion to the Corporation and such person to such
effect;
provided
that
such Independent Counsel shall find that the standard for indemnification
has
been met by such person unless indemnification is clearly precluded under
these
Bylaws or the NGCL. The Corporation agrees to pay the reasonable fees
of the
Independent Counsel referred to above and to fully indemnify such Independent
Counsel against any and all expenses, claims, liabilities and damages
arising
out of or relating to this Article VI or its engagement pursuant
hereto.
(c)
For
purposes of this Article VI, a “
Change
in Control of the Corporation
”
shall
be deemed to have occurred upon the first to occur of the following
events:
(i)
any
“
person
,”
as
such term is used in Sections 13 (d) and 14(d) of the Exchange Act (other
than
the Corporation, any trustee or other fiduciary holding securities under
an
employee benefit plan of the Corporation or any subsidiary of the Corporation,
or any corporation owned, directly or indirectly, by the stockholders
of the
Corporation in substantially the same proportions as their ownership
of stock of
the Corporation), is or becomes the “
beneficial
owner
”
(as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of
securities of the Corporation representing 30% or more of the combined
voting
power of the Corporation’s then outstanding securities;
(ii)
at
any
time during any period of two (2) consecutive years, individuals, who
at the
beginning of such period constitute the Board of Directors, and any new
director
(other than a director designated by a person who has entered into an
agreement
with the Corporation to effect a transaction described in subsection
(i), (iii)
or (iv) of this Section 6.1(c)) whose election by the Board of Directors
or
nomination for election by the Corporation’s stockholders was approved by a vote
of at least two-thirds (2/3) of the directors at the beginning of the
period or
whose election or nomination for election was previously so approved
cease for
any reason to constitute at least a majority thereof;
(iii)
the
stockholders of the Corporation approve a merger or consolidation of
the
Corporation with any other corporation, other than (1) a merger or consolidation
which would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities
of
the Corporation or such surviving entity outstanding immediately after
such
merger or consolidation or (2) a merger or consolidation effected to
implement a
recapitalization of the Corporation (or similar transaction) in which
no person
acquires 50% or more of the combined voting power of the Corporation’s then
outstanding securities; or
(iv)
the
stockholders of the Corporation approve a plan of complete liquidation
of the
Corporation or an agreement for the sale or disposition by the Corporation
of
all or substantially all of the Corporation’s assets.
6.2
Expenses
.
Expenses, including reasonable attorneys’ fees, incurred by a person referred to
in Section 6.1 of this Article VI in defending, investigating or otherwise
being
involved in a proceeding shall be paid by the Corporation in advance
of the
final disposition of such proceeding, including any appeal therefrom,
upon
receipt of an undertaking (the “
Undertaking
”)
by or
on behalf of such person to repay such amount if it shall ultimately
be
determined that he or she is not entitled to be indemnified by the Corporation.
6.3
Right
of Claimant to Bring Suit
.
If a
claim for indemnification is not paid in full by the Corporation within
sixty
(60) days after a written claim has been received by the Corporation,
or if
expenses pursuant to Section 6.2 hereof have not been advanced within
ten (10)
days after a written request for such advancement accompanied by the
Undertaking
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim or
the advancement of expenses. If the claimant is successful, in whole
or in part,
in such suit or any other suit to enforce a right for expenses or
indemnification against the Corporation or any other party under any
other
agreement, such claimant shall also be entitled to be paid the reasonable
expense of prosecuting such claim. It shall be a defense to any such
action
(other than an action brought to enforce a claim for expenses incurred
in
defending any proceeding in advance of its final disposition where the
required
Undertaking has been tendered to the Corporation) that the claimant has
not met
the standards of conduct which make it permissible under the NGCL for
the
Corporation to indemnify the claimant for the amount claimed. After a
Change in
Control of the Corporation, the burden of proving such defense shall
be on the
Corporation, and any determination by the Corporation (including its
Board of
Directors, Independent Counsel or its stockholders) that the claimant
had not
met the applicable standard of conduct required under the NGCL shall
not be a
defense to the action nor create a presumption that claimant had not
met such
applicable standard of conduct.
6.4
Non-Exclusivity
of Rights
.
The
rights conferred on any person by this Article VI shall not be exclusive
of any
other right which such person may have or hereafter acquire under any
statute,
provision of the Articles of Incorporation, these Bylaws, agreement,
vote of
stockholders or disinterested directors or otherwise. The Board of Directors
shall have the authority, by resolution, to provide for such other
indemnification of directors, officers, employees or agents as it shall
deem
appropriate.
6.5
Insurance
.
The
Corporation may purchase and maintain insurance to protect itself and
any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, limited liability company, trust or other
enterprise
against any expenses, liabilities or losses, whether or not the Corporation
would have the power to indemnify such person against such expenses,
liabilities
or losses under the NGCL.
6.6
Enforceability
.
The
provisions of this Article VI shall be applicable to all proceedings
commenced
after its adoption, whether such arise out of events, acts, omissions
or
circumstances which occurred or existed prior or subsequent to such adoption,
and shall continue as to a person who has ceased to be a director or
officer and
shall inure to the benefit of the heirs, executors and administrators
of such
person. This Article VI shall be deemed to grant each person who, at
any time
that this Article VI is in effect, serves or agrees to serve in any capacity
which entitles him or her to indemnification hereunder rights against
the
Corporation to enforce the provisions of this Article VI, and any repeal
or
other modification of this Article VI or any repeal or modification of
the NGCL
or any other applicable law shall not limit any rights of indemnification
then
existing or arising out of events, acts, omissions, circumstances occurring
or
existing prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal
or
modification to enforce this Article VI with regard to acts, omissions,
events
or circumstances occurring or existing prior to such repeal or modification.
6.7
Severability
.
If this
Article VI or any portion hereof shall be invalidated on any ground by
any court
of competent jurisdiction, then the Corporation shall nevertheless indemnify
each director and officer of the Corporation as to costs, charges and
expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
with respect to any proceeding, whether civil, criminal, administrative
or
investigative, including an action by or in the right of the Corporation,
to the
full extent permitted by any applicable portion of this Article VI that
shall
not have been invalidated and to the full extent permitted by applicable
law.
6.8
Other
Indemnification
.
The
Corporation’s obligation, if any, to indemnify any person who was or is serving
at its request as a director, officer, manager or employee of any other
corporation, partnership, joint venture, limited liability company, trust
or
other enterprise shall be reduced by any amount such person may collect
from
such other corporation, partnership, joint venture, limited liability
company,
trust or other enterprise by way of indemnification or insurance.
ARTICLE
VII.
AMENDMENTS
7.1
By
Stockholders
.
These
Bylaws may be amended at any meeting of stockholders by vote of the stockholders
holding a majority of the outstanding stock entitled to vote, present
either in
person or by proxy, provided notice of the amendment is included in the
notice
or waiver of notice of such meeting.
7.2
By
Directors
.
The
Board of Directors may from time to time by the vote of a majority of
the
directors then in office make, adopt, amend, supplement or repeal bylaws
(including any Bylaws adopted by the stockholders of the Corporation),
but the
stockholders of the Corporation may from time to time specify provisions
of the
Bylaws that may not be amended or repealed by the Board of
Directors.
ARTICLE
VIII.
MISCELLANEOUS
8.1
Waiver
of
Notice of Meetings of
Stockholders,
Directors and Committees
.
Any
written waiver of notice, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice.
Attendance of a person at a meeting shall constitute a waiver of notice
of such
meeting, except when the person attends a meeting for the express purpose
of
objecting, at the beginning of the meeting, to the transaction of any
business
because the meeting is not lawfully called or convened. Neither the business
to
be transacted at nor the purpose of any meeting of the stockholders,
directors,
or members of a committee of directors need be specified in any written
waiver
of notice.
8.2
Interested
Directors; Quorum
.
No
contract or transaction between the Corporation and one (1) or more of
its
directors or officers, or between the Corporation and any other entity
in which
one (1) or more of its directors or officers, are directors or officers,
or have
a financial interest, shall be void or voidable solely for this reason,
or
solely because the director or officer is present at or participates
in the
meeting of the Board of Directors or committee thereof which authorizes
the
contract or transaction, or solely because his, her or their votes are
counted
for such purpose, if: (a) the material facts as to his or her relationship
or
interest and as to the contract or transaction are disclosed or are known
to the
Board of Directors or the committee, and the Board of Directors or committee
in
good faith authorizes the contract or transaction by the affirmative
vote 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 or her relationship
or interest and as to the contract or transaction are disclosed or are
known to
the stockholders entitled to vote thereon, and the contract or transaction
is
specifically approved in good faith by vote of the stockholders (the
votes of
the common or interested directors or officers must be counted in any
such vote
of stockholders); (c) the material facts as to his or her relationship
or
interest as to the contract or transaction are not known to the director
at the
time the transaction is brought before the Board of Directors of the
Corporation
for action; or (d) 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 thereof, or the stockholders. Common or interested directors
may be
counted in determining the presence of a quorum at a meeting of the Board
of
Directors or of a committee which authorizes the contract or
transaction.
8.3
Fixing
Date for Determination of
Stockholders
of Record
.
In
order that the Corporation may determine the stockholders entitled (a)
to notice
of or to vote at any meeting of stockholders or any adjournment thereof,
(b) to
express consent to corporate action in writing without a meeting, (c)
to receive
payment of any dividend or other distribution or allotment of any rights,
(d) to
exercise any rights in respect of any change, conversion or exchange
of stock,
or for the purpose of any other lawful action, the Board of Directors
may fix a
record date, which record date shall not precede the date upon which
the
resolution fixing the record date is adopted by the Board of Directors
and which
record date: (i) in the case of determination of stockholders entitled
to vote
at any meeting of stockholders or adjournment thereof, shall, unless
otherwise
required by law, not be more than sixty (60) nor less than ten (10) days
before
the date of such meeting; (ii) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a
meeting,
shall not be more than ten (10) days from the date upon which the resolution
fixing the record date is adopted by the Board of Directors; and (iii) in the
case of any other action, shall not be more than sixty (60) days prior
to such
other action. If no record date is fixed: (x) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall
be at the close of business on the day next preceding the day on which
notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (y) the record date for
determining stockholders entitled to express consent to corporate action
in
writing without a meeting when no prior action of the Board of Directors
is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to
the
Corporation in accordance with applicable law, or, if prior action by
the Board
of Directors is required by law, shall be at the close of business on
the day on
which the Board of Directors adopts the resolution taking such prior
action; and
(z) the record date for determining stockholders for any other purpose
shall be
at the close of business on the day on which the Board of Directors adopts
the
resolution relating thereto. A determination of stockholders of record
entitled
to notice to vote at a meeting of stockholders shall apply to any adjournment
of
the meeting;
provided
,
however
,
that
the Board of Directors may fix a new record date for the adjourned
meeting.
8.4
List
of
Stockholders
Entitled to Vote.
(a)
The
Secretary shall prepare and make, at least 10 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.
Such list shall be open to the examination of any stockholder, for any
purpose
germane to the meeting, during ordinary business hours, for a period
of at least
ten (10) days prior to the meeting, either at the offices of the Corporation
or
a place within the city where the meeting is to be held, which place
shall be
specified in the notice of the meeting, and if not so specified, at the
offices
of the Corporation. The list shall also be produced and kept at the time
and
place of the meeting during the whole time thereof and may be inspected
by any
stockholder who is present.
(b)
The
stock
ledger shall be the only evidence as to who are the stockholders entitled
to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.
8.5
Offices.
(a)
The
registered office of the Corporation shall be located in the State of
Nevada.
The Corporation may have its principal office and such other offices
either
within or without the State of Nevada as the Board of Directors may designate
or
as the business of the Corporation may require.
(b)
The
registered office of the Corporation in the Articles of Incorporation
need not
be identical with the principal office.
8.6
Appointment
of Agents
.
The
Chairman, the President, or any Vice President shall be authorized and
empowered
in the name of and as the act and deed of the Corporation to name and
appoint
general and special agents, representatives, and attorneys to represent
the
Corporation in the United States or in any foreign country or countries,
to name
and appoint attorneys and proxies to vote any shares of stock in any
other
corporation at any time owned or held of record by the Corporation, to
prescribe, limit and define the powers and duties of such agents,
representatives, attorneys, and proxies, and to make substitution, revocation,
or cancellation, in whole or in part, of any power or authority conferred
on any
such agent, representative, attorney, or proxy. All powers of attorney
or other
instruments under which such agents, representatives, attorneys, or proxies
shall be so named and appointed shall be signed and executed by the Chairman,
the President, the Secretary, the Treasurer or a Vice President. Any
substitution, revocation, or cancellation shall be signed in like manner,
provided always that any agent, representative, attorney, or proxy, when
so
authorized by the instrument appointing him, may substitute or delegate
his
powers in whole or in part and revoke and cancel such substitutions and
delegations. No special authorization by the Board of Directors shall
be
necessary in connection with the foregoing, but this Bylaw shall be deemed
to
constitute full and complete authority to the officers above designated
to do
all the acts and things they deem necessary or incidental thereto or
in
connection therewith.
8.7
Uniformity
of Interpretation and Severability
.
These
Bylaws shall be so interpreted and construed as to conform to the Articles
of
Incorporation and the statutes of the State of Nevada or of any other
state in
which conformity may become necessary by reason of the qualification
of the
Corporation to do business in such foreign state, and where conflict
between
these Bylaws and the Articles of Incorporation or a statute has arisen
or shall
arise, the Bylaws shall be considered to be modified to the extent, but
only to
the extent, conformity shall require. If any Bylaw provision or its application
shall be deemed invalid by reason of said nonconformity, the remainder
of the
Bylaws shall remain operable in that the provisions set forth in the
Bylaws are
severable.
I
hereby
certify that these Amended and Restated Bylaws were adopted by the Board
of
Directors on November 24, 2008.
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Name:
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Mr. Tong Shiping
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Title:
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President
and Chief Executive
Officer
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