Bylaws (2007)Full Document 

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BY-LAWS

-of-

COREST MANAGEMENT, INC.

(a New York corporation)

ARTICLE I

OFFICES

SECTION 1. Principal Office. The principal office of the Corporation shall be in the County of Suffolk in the State of New York.

SECTION 2. Other Offices. The Corporation may also have offices at such other places within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDER MEETINGS

SECTION 1. Annual Meeting. The annual meeting of shareholders of the Corporation shall be held at such time and date as may be determined by the Board of Directors and as shall be designated in the notice of said meeting for the purpose of electing a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

SECTION 2. Special Meetings. A special meeting of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President, the Board of Directors or any officer of the Corporation instructed by the Board of Directors to call such a meeting, and shall be called by any officer in the Office of the President at the request in writing of a majority of the directors. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 3. Place. Annual meetings and special meetings shall be held at such place, within or without the State of New York, as the Board of Directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at such place within the City of New York as may be designated in the notice of such meeting.

SECTION 4. Notice. Notice of all meetings shall be in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and to which its business will


be limited. The notice for a special meeting shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting. If the Board of Directors shall amend, repeal or adopt a by-law regulating an impending election of directors, the notice of the next meeting of shareholders for the election of directors shall set forth the by-law so amended, repealed or adopted and shall contain a concise statement of the changes made. A copy of the notice of any meeting shall be given to each shareholder entitled thereto, personally or by mail, not fewer than ten days nor more than fifty days before the date of the meeting, provided, however, that a copy of such notice may be given by third class mail not fewer than twenty-four nor more than fifteen days before the date of the meeting. If mailed, such notice shall be deemed given when deposited in a United States post office or letter box with postage thereon prepaid, directed to the shareholder at his or her record address or at such other address for the mailing of notices as he or she may have furnished in writing to the Secretary. Notice of a meeting need not be given to any shareholder who attends such meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, or who submits a signed waiver of notice, in person or by proxy, before or after the meeting.

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