BY-LAWS
OF
RF
INDUSTRIES, LTD.
ARTICLE
I.
OFFICES
Section
1.
The Corporation may have offices at such places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE
II.
MEETINGS OF
STOCKHOLDERS
Section
1.
All meetings of the stockholders shall be held at any place
within or outside the State of Nevada as shall be designated from time to time
by the Board of Directors. In the absence of any such designation, stockholders’
meetings shall be held at the principal executive office of the
Corporation.
Section
2.
The annual meeting of stockholders shall be held on such
date and at such time and place as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of such other business as
is properly brought
before the meeting in accordance with these By-Laws.
To be
properly brought before the annual meeting, business must be either (i)
specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. Except as provided in Article III, Section 1 of these
By-laws with respect to stockholder nominations of director candidates, any
stockholder entitled to vote in the election of directors may propose any action
or actions for consideration by the stockholders at any meeting of stockholders
only if notice is timely given in writing to the Secretary of the Corporation.
To be timely, written notice of such stockholder’s intent to propose such action
or actions for consideration by the stockholders must be given, either by
personal delivery or by registered or certified mail, to the Secretary of the
Corporation, by the date specified under Rule 14a-8(a)(4) of the Securities Act
of 1934 (or any amendment or successor to such rule) as the deadline for
submitting stockholder proposals for any meeting of stockholders called for
purposes of electing directors. A stockholder’s notice to the Secretary shall
set forth as to each matter the 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 address, as they appear on the Corporation’s books,
of the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business, and (v) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, in his capacity as a
proponent to a stockholder proposal. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 2.
The chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 2, and, if he should so
determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.
Section
3.
The holders of a majority of the voting power of the
Corporation’s stock at any meeting of stockholders, which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws. A quorum, once established, shall not be broken
by the withdrawal of enough votes to leave less than a quorum and the votes
present may continue to transact business until adjournment. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote thereat.
Section
4.
When a quorum is present at any meeting, action by the
stockholders on a matter other than the election of directors is approved if the
number of votes cast in favor of the action exceeds the number of votes cast in
opposition to the action, unless the matter is one upon which, by express
provisions of the statutes of Nevada or the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control.
Section
5.
At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed in a reasonable manner as may be
permitted by law, including, without limitation, a signed writing, telegram,
facsimile, and electronic communication. All proxies must be filed with the
Secretary of the Corporation at the beginning of each meeting in order to be
counted in any vote at the meeting. Each stockholder shall have one vote for
each share of stock having voting power, registered in his name on the books of
the Corporation on the record date set by the Board of Directors as provided in
Article V, Section 6 hereof.
Section
6.
Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of the holders of a majority of the
voting power of the Corporation’s stock. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section
7.
Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called. The written notice of any meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.
Section
8.
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.
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 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.
Section
9.
Unless otherwise provided in the Articles of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the 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 a majority of the voting power of the
Corporation’s stock. 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.
ARTICLE
III.
DIRECTORS
Section
1.
Subject to any limitations in the laws of the State of
Nevada, the Articles of Incorporation or these By-Laws, the authorized number of
directors of the Corporation shall be not less than two (2) nor more than nine
(9) as fixed from time to time by resolution of the Board of Directors; provided
that no decrease in the number of directors shall shorten the term of any
incumbent directors. A director need not be a stockholder of the Corporation.
Nominations of persons for election to the Board of Directors of the Corporation
at the annual meeting may be made at such meeting by or at the direction of the
Board of Directors, by any committee or persons appointed by the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Article III, Section 1. A nomination may be made by a
stockholder only if written notice of the nomination has been given to the
Secretary of the corporation, either by personal delivery or registered or
certified mail, not less than the date specified under Rule 14a-8 of the
Securities Exchange Act of 1934 (or any amendment or successor to such rule) as
the deadline for submitting stockholder proposals for any meeting of
stockholders called for purposes of electing directors. Such stockholder’s
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934; and (ii) as to the
stockholder giving the notice (a) the name and record address of the stockholder
and (b) the class and number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation. No person shall be eligible for election
as a director of the Corporation unless nominated in accordance with the
procedures set forth herein. The officer of the Corporation presiding at an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article
III, and each director elected shall hold office until his successor is elected
and qualified; provided, however, that unless otherwise restricted by the
Articles of Incorporation or law, any director or the entire Board of Directors
may be removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by the holders of two-thirds of the voting power of the
Corporation’s stock.
Section
2.
Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. The directors so
chosen shall hold office until the next annual election of directors and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole Board (as constituted immediately
prior to any such increase), any stockholder or stockholders holding at least
ten percent of the voting power of the Corporation’s stock may summarily order
an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
Section
3.
The property and business of the Corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the
stockholders.
ARTICLE
IV.
MEETINGS OF THE BOARD OF
DIRECTORS
Section
1.
The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of
Nevada.
Section
2.
Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.
Section
3.
Special meetings of the Board of Directors may be called by
the President on twenty-four hours’ notice to each director, either personally,
by telephone, by facsimile, by mail or by telegram; special meetings shall be
called by the President or the Secretary in like manner and on like notice on
the written request of two directors unless the Board consists of only one
director; in which case special meetings shall be called by the President or
Secretary in like manner or on like notice on the written request of the sole
director.
Section
4.
At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these By-Laws. If a quorum shall
not be present at any meeting of the Board of Directors the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section
5.
Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, 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 or 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.
Section
6.
Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
ARTICLE
V.
COMMITTEES OF
DIRECTORS
Section
1.
The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power in reference to amending the Articles of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, fix
the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation’s property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution, By-Laws, or the Articles of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend to authorize the issuance of stock, or to adopt Articles of
Merger.
Section
2.
Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
ARTICLE
VI.
COMPENSATION OF
DIRECTORS
Section
1.
Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE
VII.
INDEMNIFICATION
Section
1.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the Corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section
2.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation.
Indemnification shall not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the Corporation or for
amounts paid in settlement to the Corporation unless and only to the extent that
the court in which such action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section
3.
To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraphs (a) and (b), or in
defense of any claim, issue or matter therein, he must be indemnified by the
Corporation against expenses, including attorneys’ fees, actually and reasonably
incurred by him in connection with the defense.
Section
4.
Any indemnification under paragraphs (a) and (b), unless
ordered by a court shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
shall be made (1) by the holders of a majority of the voting power of the
corporation’s stock, (2) by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding, (3)
if a majority vote of a quorum consisting of directors who are not parties to
the act, suit or proceeding so order, by independent legal counsel in a written
opinion, or (4) if a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
Section
5.
Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section 1. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section
6.
The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to the other paragraphs of this Section 1, (i)
does not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office
except that indemnification, unless ordered by a court pursuant to paragraph (b)
or for the advancement of expenses made pursuant to paragraph (e), may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action; and (ii)
continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person. If a claim for indemnification or payment of expenses under this
Section 1 is not paid in full within ninety (90) days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.
Section
7.
The Board of Directors may authorize, by a vote of a
majority of a quorum of the Board of Directors, the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Section
1.
Section
8.
The Board of Directors may authorize the Corporation to
enter into a contract with any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another partnership,
joint venture, trust or other enterprise providing for indemnification rights
equivalent to or, if the Board of Directors so determines, greater than those
provided for in this Section 1.
Section
9.
For the purposes of this Section 1, references to “the
Corporation” shall include, in addition to the resulting Corporation, any
constituent Corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent Corporation, or is or was serving at the request of
such constituent Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving Corporation as he would have with respect
to such constituent Corporation if its separate existence had
continued.
Section
10.
For purposes of this section, references to “other
enterprises” shall include employee benefit plans; references to “fines” shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to “serving at the request of the Corporation”
shall include service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” as referred to in
this section.
ARTICLE
VIII.
OFFICERS
Section
1.
The officers of this Corporation shall be chosen by the
Board of Directors and shall include a President, a Secretary and a Treasurer.
The Corporation may also have at the discretion of the Board of Directors such
other officers as are desired, including a Chief Executive Officer, Chairman of
the Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 hereof. In the event there are two
or more Vice Presidents, then one or more may be designated as Executive Vice
President, Senior Vice President, or other similar or dissimilar title. At the
time of the election of officers, the directors may by resolution determine the
order of their rank. Any number of offices may be held by the same person,
unless the Articles of Incorporation or these By-Laws otherwise
provide.
Section
2.
The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall choose the officers of the
Corporation.
Section
3.
The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section
4.
The salaries of all officers and agents of the Corporation
may be fixed by the Board of Directors.
Section
5.
The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.
Section
6.
The Chairman of the Board, if such an officer be elected,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by these
By-Laws.
Section
7.
Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if there be such an
officer, the Chief Executive Officer shall, subject to the control of the Board
of Directors, have general supervision, direction and control of the business
and officers of the Corporation. He shall preside at all meetings of the
stockholders and shall have the general powers and duties of management usually
vested in the office of Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these By-Laws.
Section
8.
In the absence or disability of the Chief Executive
Officer, the President shall perform all duties of the Chief Executive Officer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. He shall be an
ex-officio member of all committees and shall have the general powers and duties
of management usually vested in the office of President of corporations, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or these By-Laws.
Section
9.
In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all the duties of the President, and when so acting shall have all the powers of
and be subject to all the restrictions upon the President. The Vice Presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.
Section
10.
The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
By-Laws. The Secretary shall keep in safe custody the seal of the Corporation,
and affix the same to any instrument requiring it, and when so affixed it shall
be attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix
the seal of the
Corporation and to attest the affixing by his signature.
Section
11.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Section
12.
The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.
Section
13.
The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
or if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE
IX.
CERTIFICATES OF
STOCK
Section
1.
Shares of the capital stock of the Corporation may be
certificated or uncertificated, as provided under the General Corporation Law of
the State of Nevada. Each stockholder, upon written request to the
transfer agent or registrar of the Corporation, shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such
certificate shall bear the Corporation seal and shall be signed by the Chairman
of the Board of the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary. The
Corporation seal and the signatures by corporation officers may be facsimiles if
the certificate is manually countersigned by an authorized person on behalf of a
transfer agent or registrar other than the Corporation or its
employee. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed on such certificate shall
have 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 such officer, transfer agent or registrar were such officer, transfer
agent or registrar at the time of its issue. Every certificate for
shares of stock which are subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall contain such legend with respect thereto as is
required by law. The Corporation shall be permitted to issue fractional
shares.
Section
2.
If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the voting powers,
designations, preferences, limitations, restrictions and relative rights of each
class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 78.195 of the Revised Nevada Statutes, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue a statement setting forth the
office or agency of the Corporation from which the stockholders may obtain a
copy of a statement setting forth in full or summarizing the voting powers,
designations, preferences, limitations, restrictions and relative rights of each
class of stock or series thereof that the Corporation will furnish without
charge to each stockholder who so requests.
Section
3.
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section
4.
Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation, if such shares are certificated, by the
surrender to the Corporation or its transfer agent of the certificate therefore
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, or upon proper instructions from the holder of uncertificated
shares, in each case with such proof of the authenticity of signature as the
Corporation or its transfer agent may reasonably require.
Section
5.
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Nevada.
ARTICLE
X.
GENERAL
PROVISIONS
Section
1.
Distributions
.
(a)
Distributions
upon the capital stock of the Corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law.
(b)
Before
payment of any distribution there may be set aside out of any funds of the
Corporation available for distributions such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing distributions, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interests of the Corporation, and the
directors may abolish any such reserve.
Section
2.
Checks
. All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers, or such other persons, as the Board of Directors may from
time to time designate.
Section
3.
Fiscal
Year
. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section
4.
Seal
. The
corporate seal shall have inscribed thereon the name of the Corporation and the
words “Corporate Seal, Nevada”. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Section
5.
Notices
. Whenever,
under the provisions of the statutes or of the Articles of Incorporation or of
these By-Laws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, addressed to such director or stockholder, at the stockholder’s address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to any director may be by
any reasonable means, including, without limitation, mail, personal delivery,
facsimile, or electronic communication. All notices shall be deemed given when
sent.
Section
6.
Waiver
. Whenever
any notice is required to be given under the provisions of the statutes or of
the Articles of Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE
XI.
AMENDMENTS
Section
1.
Except as otherwise restricted in the Articles of
Incorporation or these By-Laws:
(a)
Any
provision of these By-Laws may be altered, amended or repealed at the annual or
any regular meeting of the Board of Directors without prior notice, or at any
special meeting of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.
(b)
These
By-Laws may also be altered, amended or repealed at a duly convened meeting of
the stockholders by the affirmative vote of the holders of a majority of the
voting power of the Corporation’s stock. The stockholders may provide by
resolution that any By-law provision repealed, amended, adopted or altered by
them may not be repealed, amended, adopted or altered by the Board of
Directors.
I, James
Doss, hereby certify that the forgoing Amended and Restated By-Laws of RF
Industries, Ltd. were duly adopted at a meeting of the Board of Directors held
on February 11, 2009.
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/s/
JAMES DOSS
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James
Doss
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