BYLAWS OF VIVA CONSULTING GROUP INC. - A Delaware Corporation

ViVABylaws.pdfARTICLE I
OFFICES; PURPOSE
Section 1.01. Registered Office. The registered office of Viva Consulting Group Inc. (the "Corporation") in the State of Delaware shall be located at 2035 Sunset Lake Road, Suite B-2, Newark, New Castle County, Delaware 19702. The name of the Corporation's registered agent at such address shall be Legallnc Corporate Services, Inc. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors of the Corporation.
Section 1.02. Other Offices. The principal office of the Corporation shall be located at 3 Dairyfield Court, Rockville, Maryland 20852. The Corporation may also have an office or offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 1.03. Purposes of the Corporation. The primary purpose oftbe Corporation is to engage in any lawful act or activity for which the corporation may be organized under the General Corporation Law of the State of Delaware, as the same may be amended and supplemented from time to time (the "DGCL").
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. Place and Time of Meetings. All meetings of stockholders shall be held at such date and time as designated in the notice of such meeting by the Board of Directors of the Corporation. The Board of Directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication (as provided under the General Corporation Law of the State of Delaware, as the same may be amended and supplemented (the "DGCL"), as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal executive office of the Corporation as designated in the Certificate of Incorporation.
Section 2.02. Annual Meeting. The annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. Unless members of the Board of Directors (each, a "Director") are elected by written consent in lieu of an annual meeting as permitted under the DGCL, an annual meeting of stockholders shall be held for tihe election of Directors. No annual meeting need be held if not required by the Corporation's Certificate of Incorporation, as the same may be amended from time to time (the "CertifiCl1te of Jncorport1tion"). If no annual meeting is held in accordance with the foregoing provisions, or action by written consent to elect directors in lieu of an annual meeting has not been taken, the Board of
Directors shall cause the meeting to be held as soon thereafter as convenient. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting. In this case, all references herein to the "annual meeting of stockholders" shall be deemed to refer to such special meeting.
Section 2.03. Special Meetings. Special meetings of stockholders may be called at any time, by the Board of Directors, for any purpose or purposes (including, without limitation, the fi lling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Special meetings of stockholders, for any purpose or purposes, may be called by stockholders representing a majority of the voting power of all of the then outstanding shares of stock entitled to vote generally in the election of directors (the " Voting Stock). Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Section 2.04. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, if any, date, time, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose(s), of such 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. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a SJPecial meeting shall state, in addition, the purpose or purposes for which the meeting is called. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission (if consented to by the stockholder), by or at the direction of the Board of Directors, the President or the Secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation.
Any stockholder may waive notice of any meeting, whether special or annual, either before, at or after the meeting. Such a waiver shall be in writing, signed by the person entitled to notice, or waived by electronic transmission by the person entitled to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for tbe 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 regular or special meeting of tbe stockholders need be specified in any written waiver or notice, or any waiver by electronic transmission.
Section 2.05. Quorum. Except as otherwise provided in the Certificate of Incorporation or by the DGCL, the presence of stockholders holding a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote, either in person or represented by proxy, shall constitute a quorum for transaction of business at the meeting. The holders of a majority of the shares represented, whether or not constituting a quorum, and who would be entitled to vote at a meeting if a quorum were present, may adjourn such meeting from time to time. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for that adjourned meeting.
Section 2.06. Adjourned Meetings. When a meeting is adjourned to another time and place, 2
notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and! proxy holders may be deemed to be present in person and vote at such adjourned meeting thereof are announced at the meeting, at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for the stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 2.07. Vote Required. Each stockholder shall have one vote for each share of capital stock entitled to vote held of record by such stockholder, and a proportionate vote for each fractional share so hold, unless otherwise provided in the Certificate of Incorporation. When a quorum is present at any meeting, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question (including but not limited to the election of Directors) is one upon which by express provisions of an applicable law or of the Certificate of Incorporation or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.
Where a separate vote by class or series, or classes or series, is required, the affirmative vote of the majority of outstanding shares of such class or series, or classes or series, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of Directors, the affirmative vote of the majority of shares of such class or series, or classes or series, present in person or represented by proxy at the meeting shall be the act of such class or series, or classes or series, unless the question is one upon which by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.
Section 2.08. Proxies. Each stockholder of record entitled to vote at a meeting of stockholders or to express consent or dissent to corporation action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for such stockholder by written proxy executed by the stockholder or his authorized agent and delivered to the Secretary or other officer of the Corporation authorized to tabulate votes. No such proxy shall be voted or acted upon after thrne (3) years from its date of execution unless the proxy expressly provides for a longer period.
The death or incapacity of the stockholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes before the proxy exercises his or her authority under the appointment. An appointment of a proxy is revocable by the stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest sufficient in law to support an irrevocable power.
Section 2.09. Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing or electronic transmission, setting forth the
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action so taken and bearing the dates of signature of the stockholders who gave the consent or consents, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on sucb action were present and voted, and delivered to the Corporation by delivery to its regfatered office in the State of Delawar,e, or the Corporation' s principal executive office, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation' s registered office shall be by hand or by certified or registered mail, return receipt requested. No written or electronic consent shall be effective to take the corporate action referred to therein unless, within sixty ( 60) days of the earliest dated consent delivered to the Corporation as required by this Section 2.09, consents given by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written or electronic consent shall be given to those stockholders who have not consented. Any action taken pursuant to such written or electronic consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted in lieu of the original writing for any and all purposes for which the original writing could be used; provided, however, that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Section 2.10. Record Date. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at that meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in his or her name; provided, however, if the record date for determining the stockholders entitled to vote is less than ten (I 0) days before the meeting date. 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, at a place within the city 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 entire time of the meeting, and may be inspected by any stockholder who is present.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation.
Section 3.02. Number and Term of Office. The number of Directors who shall constitute the entire Board of Directors shall be determined by resolution of the stockholders, but shall in no event be less than one (1). The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the Directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more Directors. The Directors shall be elected at the annual meeting of stockholders or by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled. The number of Directors may lbe
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increased at any time and from time to time by the stockholders or by a majority of the Directors then in office. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his or her earlier death, resignation or removal.
Section 3.03. Procedure for Election of Directors: Required Vote. Election of Directors at all meetings of the stockholders at which Directors are to be elected shall be by ballot. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. A plurality of the votes cast at any meeting for the election of Directors at which a quorum is present shall elect Directors. Except as otherwise provided by the DGCL, the Certificate of Incorporation or these Bylaws, in all matters other than the election of Directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.
Stockholders may act by written consent to elect Directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting of shareholders.
A bylaw amendment adopted by stockholder which specifies the votes that shall be necessary for the election of Directors shall not be further amended or repealed by the Board of Directors.
Section 3.04. Duties. A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner he or she reasonably believes to be in the best interests of the Corporation.
Section 3.05. Removal and Resignation. Any Director may resign by delivering his or her notice of resignation in writing or by electronic transmission to the Corporation at its principal office. Such resignation shall be effective upon receipt unless the resignation is specified to be effective at some other time or upon the happening of some other event. Any Director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of Directors, except that the Directors elected by tihe holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series, and except as otherwise as provided in the DGCL.
Section 3.06. Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resuhing from an enlargement of the Board, may be filled by vote of a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and a Director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his or her earlier death, resignation or…