Registration Statement (General Form) — Form S-1 Filing Table of Contents
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1: S-1 Registration Statement (General Form) HTML 1.25M
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 76K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 56K
4: EX-10.2 Material Contract HTML 31K
5: EX-23.1 Consent of Experts or Counsel HTML 7K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
The
annual meeting of the shareholders shall be held within five months after the
close of the fiscal year of the Corporation, for the purpose of electing
directors, and transacting such other business as may properly come be-fore
the
meeting.
Section
2. - Special Meetings:
Special
meetings of the shareholders may be called at any time by the Board of Directors
or by the President or the Secretary at the written request of the holders
of
fifty per cent (50%)
of
the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.
Section
3. - Place of Meetings:
All
meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York
as
shall be designated in the notices or waivers of notice of such
meetings.
Section
4. - Notice of Meetings:
(a) Written
notice of each meeting of shareholders, whether annual or special, stating
the
time when and place where it is to be held, shall be served either personally
or
by mail, not less than ten or more than fifty days before the meeting, upon
each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. Notice of
a
special meeting shall also state the purpose or purposes for which the meeting
is called, and shall indicate that it is being issued by, or at the direction
of, the person or persons calling the meeting, If, at any meeting, action is
proposed to be taken that would, if taken, entitle shareholders to receive
payment for their shares pursuant to the Business Corporation Law, the notice
of
such meeting shall include a statement of that purpose and to that effect,
If
mailed, such notice shall he directed to each such shareholder at his address,
as it appears on the records of the shareholders of the Corporation, unless
he
shall have previously filed with the Secretary of the Cor-poration a written
request that notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.
(b) Notice
of
any meeting need not be given to any person who may become a shareholder of
record after the mailing of such notice and prior to the meeting, or to any
shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.
Section
5 - Quorum:
(a) Except
as
otherwise provided herein, or by statute, or in the Certificate of Incorporation
(such Certificate and any amendments thereof being hereinafter collectively
referred to as the “Certificate of Incorporation”) at all meetings of
shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority
of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum
for
the transaction of any business. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(b) Despite
the absence of a quorum at any annual or special meet-ing of shareholders,
the
shareholders, by a majority of the votes cast by the holders of shares entitled
to vote thereon, may adjourn the meeting. At any such adjourned meeting at
which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been
present.
Section
6. - Voting:
(a) Except
as
otherwise provided by statute or by the Certificate of Incorporation any
corporate action, other than the election of directors to be taken by vote
of
the shareholders, shall be authorized by a majority of votes cast at a meeting
of shareholders by the holders of shares entitled to vote thereon,
(b) Except
as
otherwise provided by statute or by the Certificate of Incorporation at each
meeting of shareholders, each holder of record of stock of the Corporation
entitled to vote thereat, shall be entitled to one vote for each share of stock
registered in his name on the books of the Corporation,
(c) Each
shareholder entitled to vote or to express consent or dissent without a meeting,
may do so by proxy; provided, however, that the instrument au-thorizing such
proxy to act shall have been executed in writing by the shareholder himself,
or
by his attorney-in-fact thereunto duly authorized in writing. No proxy shall
be
valid after the expiration of eleven months from the date of its execution,
unless the persons executing it shall have specified therein the length of
time
it is to con-tinue in force. Such instrument shall be exhibited to the Secretary
at the meeting and shall be filed with the records of the
Corporation.
(d)
Any
resolution in writing, signed by all of the shareholders en-titled to vote
thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been
duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.
ARTICLE
II. DIRECTORS
Section
1. - Number.
The
affairs and the business of the Corporation, except as otherwise provided in
the
Certificate of Incorporation, shall be managed by the Board of Directors. The
number of the directors of the Corporation shall be ONE (1), unless and until
otherwise determined by vote of a majority of the entire Board of Directors.
The
number of Directors shall not be less than three, unless all of the out-standing
shares are owned beneficially and of record by less than three shareholders,
in
which event the number of directors shall not be less than the number of
shareholders.
Section
2. - How Elected.
At
the
annual meeting of shareholders, the persons duly elected by the votes cast
at
the election held thereat shall become the directors for the ensuing
year.
Section
3. - Term of Office.
The
term
of office of each of the directors shall be until the next annual meeting of
shareholders and thereafter until a successor has been elected and
qualified.
Section
4. - Duties of Directors.
The
Board
of Directors shall have the control and general management of the affairs and
business of the Corporation unless otherwise provided in the certificate of
Incorporation. Such directors shall in all cases act as a Board regularly
convened by a majority, and they may adopt such rules and regulations for the
conduct of their meetings, and the management and business of the Corporation
as
they may deem proper, not inconsistent with these By-Laws and the Laws of the
State of New York.
Section
5. - Directors’ Meetings.
Regular
meetings of the Board of Directors shall be held immediately following the
annual meetings of the shareholders, and at such other times as the Board of
Directors may determine. Special meetings of the Board of Directors may be
called by the President at any time and must be called by the President or
the
Secretary upon the written request of two Directors.
Section
6. - Notice of Special Meetings.
Notice
of’ special meetings of the Board of Directors shall be served personally or by
mail addressed to each Director at his last known address no less than five
or
more than twenty days prior to the date of such meeting. The notice of such
meeting shall contain a statement of the business to be transacted thereat.
No
business other than that specified in the call for the meeting shall be
transacted at any such special meeting. Notice of special meeting may be waived
by any Director by written waiver or by personal attendance thereat without
protest of lack of notice to him.
Section
7. - Quorum.
At
any
meeting of the Board of Directors, except as otherwise provided by the
Certificate of Incorporation, or by these By-Laws, a majority of the Board
of
Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.
Section
8. - Voting.
Except
as
otherwise provided by statute, or by the Certificate of Incorporation, or by
these By-Laws, the affirmative vote of a majority of the Directors present
at
any meeting of the Board of Directors at which a quorum is present shall be
necessary for the transaction of any item of business thereat. Any resolution
in
writing, signed by all of the directors entitled to vote thereon, shall be
and
constitute action by such directors to the effect therein expressed, with the
same force and effect as if the same had been duly passed by unanimous vote
at a
duly called meeting of directors and such resolution so signed shall be inserted
in the Minute Book of the Corporation under its proper date.
Section
9. - Vacancies.
Unless
otherwise provided in the Certificate of Incorporation, vacan-cies in the Board
of Directors occurring between annual meetings of the shareholders shall be
filled for the unexpired portion of the term by a majority vote of the remaining
Directors, even though less than a quorum exists.
Section
10. - Removal of Directors.
Any
or
all of the directors may be removed, either with or without cause at any time
by
a vote of the shareholders at any meeting called for such purpose.
Section
11. - Resignation.
Any
director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless other-wise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance
of
such resignation shall not be necessary to make it effective.
Section
12. - Salary.
No
stated
salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance,
if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed
to
preclude any director from serving the Corporation in any other capacity and
receiving compensation there for.
(a)
No
contract or other transaction between this Corporation and any other Corporation
shall be impaired, affected or invalidated, nor shall any director be liable
in
any way by reason of the fact that any one or more of the directors of this
Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b)
Any
director, personally and individually, may be interested in any contract or
transaction of this Corporation, and no director shall be liable in any way
by
reason of such interest, provided that the fact of such interest he disclosed
or
made known to the Board of Directors, and provided that the Board of Directors
shall authorize, approve or ratify such contract or transaction by the vote
(not
counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
Section
14. - Committees.
The
Board
of Directors, by resolution adopted by a majority of the entire Board, may
from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desireable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
ARTICLE
III. OFFICERS
Section
1. - NumberofOfficers.
(a) The
officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of
Directors may be, but is not required to be, a director of the Corporation.
Any
officer may hold more than one office, except the same person may not hold
the
office of President and Secretary.
Section
2. - Election of Officers.
Officers
of the Corporation shall be elected at the first meeting of the Board of
Directors. Thereafter, and unless otherwise provided in the Certificate of
Incorporation, the officers of the Corporation shall be elected annually by
the
Board of Directors at its meeting held immediately after the annual meeting
of
shareholders and shall hold office for one year and until their successors
have
been duly elected and qualified.
Section
3. - Removal of Officers.
Any
officer elected by the Board of Directors may be removed, with or without cause,
and a successor elected, by vote of the Board of Directors, regularly convened
at a regular or special meeting. Any officer elected by the shareholders may
be
removed, with or without cause, and a successor elected, by vote of the
shareholders, regularly convened at an annual or special meeting.
Section
4. - President.
The
President shall be the chief executive officer of the Corporation and shall
have
general charge of the business, affairs and property thereof, subject to
direction of the Board of Directors, and shall have general supervision over
its
officers and agents. He shall, if present, preside at all meetings of the Board
of Directors in the absence of a Chairman of the Board and at all meetings
of
shareholders. He may do and perform all acts incident to the office of
President.
Section
5. - Vice-President.
In
the
absence of or inability of the President to act, the Vice-President shall
perform the duties and exercise the powers of the President and shall perform
such other functions as the Board of Directors may from time to time
prescribe.
Section
6. - Secretary.
The
Secretary shall:
(a) Keep
the
minutes of the meetings of the Board of Directors and of the shareholders in
appropriate books.
(b) Give
and
serve all notice of all meetings of the Corporation.
(c) Be
custodian of the records and of the seal of the Corporation and affix the latter
to such instruments or documents as may be authorized by the Board of
Directors.
(d) Keep
the
shareholder records in such a manner as to show at any time the amount of
shares, the manner and the time the same was paid for, the names of the owners
thereof alphabetically arranged and their respective places of residence, or
their Post Office addresses, the number of shares owned by each of them and
the
time at which each person became owner, and keep such shareholder records
available daily during the usual business hours at the office of the Corporation
subject to the inspection of any person duly authorized, as prescribed by
law.
(e) Do
and
perform all other duties incident to the office of Secretary.
Section
7. - Treasurer.
The
Treasurer shall:
(a) Have
the
care and custody of and be responsible for all of the funds and securities
of
the Corporation and deposit of such funds in the name and to the credit of
the
Corporation in such a bank and safe deposit vaults as the Directors may
designate.
(b) Exhibit
at all reasonable times his books and accounts to any Director or shareholder
of
the Corporation upon application at the office of the Corporation during
business hours.
(c) Render
a
statement of the condition of the finances of the Corporation at each stated
meeting of the Board of Directors if called upon to do so, and a full report
at
the annual meeting of shareholders. He shall keep at the office of the
Corporation correct books of account of all of its business and transactions
and
such books of account as the Board of Directors may require. He shall do and
perform all other duties incident to the office of Treasurer.
Section
8. - Duties of Officers May Be Delegated.
In
the
case of the absence of any officer of the Corporation, or for any reason the
Board may deem sufficient, the Board may, except as otherwise provided in these
By-Laws, delegate the powers or duties of such officers to any other officer
or
any Director for the time being, provided a majority of the entire Board concur
therein.
Section
9. - Vacancies - How Filled.
Should
any vacancy in any office occur by death, resignation or otherwise, the same
shall be filled, without undue delay, by the Board of Directors at its next
regular meeting or at a special meeting called for that purpose, except as
other-wise provided in the Certificate of Incorporation.
Section
10. - Compensation of Officers.
The
officers shall receive such salary or compensation as may be fixed and
determined by the Board of Directors, except as otherwise provided in the
certificate of Incorporation.
ARTICLE
IV. CERTIFICATES REPRESENTING SHARES
Section
1. - Issue of Certificates Representing Shares.
The
President shall cause to be issued to each shareholder one or more certificates,
under the seal of the Corporation, signed by the President (or Vice- President)
and the Treasurer (or Secretary) certifying the number of shares owned by him
in
the Corporation.
Section
2. - Lost or Destroyed Certificates.
The
holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
represent-ing the same. The Corporation may issue a new certificate in the
place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board
of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certifi-cate, or his
legal representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when,
in
the judgment of the Board of Directors, it is proper so to do.
Section
3. - Transfers of Shares.
(a) Transfers
of shares of the Corporation shall be made on the shares records of the
Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of
the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The
Corporation shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof; except as otherwise expressly
provided by law,
ARTICLE
V. SEAL
The
seal
of the Corporation shall be as follows:
ARTICLE
VI. DIVIDENDS OR OTHER DISTRIBUTIONS
The
Corporation, by vote of the Board of Directors, may declare and pay dividends
or
make other distributions in cash or its bonds or its property on its outstanding
shares to the extent as provided and permitted by law, unless contrary to any
restriction contained in the Certificate of Incorporation.
ARTICLE
VII. NEGOTIABLE INSTRUMENTS
All
checks, notes or other negotiable instruments shall be signed on behalf of
this
Corporation by such of the officers, agents and employees as the Board of
Directors may from time to time designate, except as otherwise provided in
the
certificate of Incorporation.
ARTICLE
VIII. FISCAL YEAR
The
fiscal year of the Corporation shall be determined by resolution of the Board
of
Directors.
ARTICLE
IX. AMENDMENTS
Section
1. - By Shareholders.
All
by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors.
Section
2. - By Directors
The
Board
of Directors shall have power to make, adopt, alter, amend and repeal, from
time
to time, by-laws of the Corporation; provided, however, that the shareholders
entitled to vote with respect thereto as in this Article IX above-provided
may
alter, amend or repeal by-laws made by the Board of Directors, except that
the
Board of Directors shall have no power to change the quorum for meetings of
share-holders or of the Board of Directors, or to change any provisions of
the
by-laws with respect to the removal of directors or the filling of vacancies
in
the Board resulting from the removal by the shareholders. If any by-law
regulating an impending election of directors is adopted, amended or repealed
by
the Board of Directors, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors, the by-law so adopted,
amended or repealed, together with a concise statement of the changes
made.
ARTICLE
X, OFFICES
OF
CVD
EQUIPMENT CORP.
The
offices of the Corporation shall be located in the City, County and State
designated in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the United States as
the
Board of Directors may, from time to time, determine.
The
undersigned Incorporator certifies that he has adopted the foregoing by-laws
as
the first by-laws of the Corporation, in accordance with the requirements of
the
Business Corporation Law.
