Exhibit
3.2
AMENDED
AND RESTATED
BYLAWS
OF
WPCS
INTERNATIONAL INCORPORATED
ARTICLE
I
OFFICES
Section
l. Offices:
The
principal office of the Corporation shall be determined by the Board of
Directors, and the Corporation shall have other offices at such places as
the
Board of Directors may from time to time determine.
ARTICLE
II
STOCKHOLDER'S
MEETINGS
Section
l. Place:
The
place
of stockholders' meetings shall be the principal office of the Corporation
unless some other place shall be determined and designated from time to time
by
the Board of Directors.
Section
2. Annual Meeting:
The
annual meeting of the stockholders of the Corporation for the election of
directors to succeed those whose terms expire, and for the transaction of
such
other business as may properly come before the meeting, shall be held each
year
on a date to be determined by the Board of Directors.
Section
3. Special Meetings:
Special
meetings of the stockholders for any purpose or purposes may be called by
the
President, the Board of Directors, or the holders of ten percent (l0%) or
more
of all the shares entitled to vote at such meeting, by the giving of notice
in
writing as hereinafter described.
Section
4. Voting:
At
all
meetings of stockholders, voting may be viva voce; but any qualified voter
may
demand a stock vote, whereupon such vote shall be taken by ballot and the
Secretary shall record the name of the stockholder voting, the number of
shares
voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting
may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
therein.
Each
stockholder shall have such rights to vote as the Articles of Incorporation
provide for each share of stock registered in his name on the books of the
Corporation, except where the transfer books of the Corporation shall have
been
closed or a date shall have been fixed as a record date, not to exceed, in
any
case, fifty (50) days preceding the meeting, for the determination of
stockholders entitled to vote. The Secretary of the Corporation shall make,
at
least ten (l0) days before each meeting of stockholders, a complete list
of the
stockholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten (l0) days prior to such meeting,
shall be kept on file at the principal office of the Corporation and shall
be
subject to inspection by any stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place
of
the meeting and shall be subject to the inspection of any stockholder during
the
whole time of the meeting.
Section
5. Order of Business:
The
order
of business at any meeting of stockholders shall be as follows:
l.
Calling the meeting to order.
2.
Calling of roll.
3.
Proof
of notice of meeting.
4.
Report
of the Secretary of the stock represented at the meeting and the existence
or
lack of a quorum.
5.
Reading of minutes of last previous meeting and disposal of any unapproved
minutes.
6.
Reports of officers.
7.
Reports of committees.
8.
Election of directors, if appropriate.
9.
Unfinished business.
10.
New
business.
11.
Adjournment.
12.
To
the extent that these Bylaws do not apply, Roberts' Rules of Order shall
prevail.
Section
6. Quorum:
The
holders of thirty-three and one-third percent (33.33%) of the outstanding
shares
of stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum.
ARTICLE
III
BOARD
OF DIRECTORS
Section
l. Organization and Powers:
The
Board
of Directors shall constitute the policy-making or legislative authority
of the
Corporation. Management of the affairs, property, and business of the
Corporation shall be vested in the Board of Directors, which shall consist
of
not less than one nor more than ten members, who shall be elected at the
annual
meeting of stockholders by a plurality vote for a term of one (l) year, and
shall hold office until their successors are elected and qualify. Directors
need
not be stockholders. Directors shall have all powers with respect to the
management, control, and determination of policies of the Corporation that
are
not limited by these Bylaws, the Articles of Incorporation, or by statute,
and
the enumeration of any power shall not be considered a limitation thereof.
Section
2. Vacancies:
Any
vacancy in the Board of Directors, however caused or created, shall be filled
by
the affirmative vote of a majority of the remaining directors, though less
than
a quorum of the Board, or at a special meeting of the stockholders called
for
that purpose. The directors elected to fill vacancies shall hold office for
the
unexpired term and until their successors are elected and qualify.
Section
3. Regular Meetings:
A
regular
meeting of the Board of Directors shall be held, without other notice than
this
Bylaw, immediately after and at the same place as the annual meeting of
stockholders or any special meeting of stockholders at which a director or
directors shall have been elected. The Board of Directors may provide by
resolution the time and place, either within or without the State of Delaware,
for the holding of additional regular meetings without other notice than
such
resolution.
Section
4. Special Meetings:
Special
meetings of the Board of Directors may be held at the principal office of
the
Corporation, or such other place as may be fixed by resolution of the Board
of
Directors for such purpose, at any time on call of the President or of any
member of the Board, or may be held at any time and place without notice,
by
unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed
by
all the directors shall be as valid and effectual as if it had been passed
at a
meeting of the directors duly called, constituted, and held.
Section
5. Notices:
Notices
of both regular and special meetings, save when held by unanimous consent
or
participation, shall be mailed by the Secretary to each member of the Board
not
less than three days before any such meeting and notices of special meetings
may
state the purposes thereof. No failure or irregularity of notice of any regular
meeting shall invalidate such meeting or any proceeding thereat.
Section
6. Quorum and Manner of Acting:
A
quorum
for any meeting of the Board of Directors shall be a majority of the Board
of
Directors as then constituted. Any act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. Any action of such majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the
other
members of the Board, shall always be as valid and effective in all respects
as
if otherwise duly taken by the Board of Directors.
Section
7. Executive Committee:
The
Board
of Directors may by resolution of a majority of the Board designate two (2)
or
more directors to constitute an executive committee, which committee, to
the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the Corporation;
but
the designation of such committee and the delegation of authority thereto
shall
not operate to relieve the Board of Directors, or any member thereof, of
any
responsibility imposed on it or him by law.
Section
8. Order of Business:
The
order
of business at any regular or special meeting of the Board of Directors,
unless
otherwise prescribed for any meeting by the Board, shall be as follows:
l.
Reading and disposal of any unapproved minutes.
2.
Reports of officers and committees.
3.
Unfinished business.
4.
New
business.
5.
Adjournment.
6.
To the
extent that these Bylaws do not apply, Roberts' Rules of Order shall prevail.
Section
9. Remuneration:
No
stated
salary shall be paid to directors for their services as such, 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.
Members of special or standing committees may be allowed like compensation
for
attending meetings. Nothing herein contained shall be construed to preclude
any
director from receiving compensation for serving the Corporation in any other
capacity, subject to such resolutions of the Board of Directors as may then
govern receipt of such compensation.
ARTICLE
IV
OFFICERS
Section
l. Titles:
The
officers of the Corporation shall consist of aChief Executive Officer, a
Chief
Executive Officer, one or more Vice Presidents, a Secretary, and a Treasurer,
who shall be elected by the directors at their first meeting following the
annual meeting of stockholders. Such officers shall hold office until removed
by
the Board of Directors or until their successors are elected and qualify.
The
Board of Directors may appoint from time to time such other officers as it
deems
desirable who shall serve during such terms as may be fixed by the Board
at a
duly held meeting. The Board, by resolution, shall specify the titles, duties
and responsibilities of such officers.
Section
2. Chief Executive Officer:
The
President shall preside at all meetings of stockholders and, in the absence
of
a, or the, Chairman of the Board of Directors, at all meetings of the directors.
He shall have general supervision and direction of the business and affairs
of
the Corporation and shall countersign all certificates, contracts, and other
instruments of the Corporation as authorized by the Board of Directors or
required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.
Section
3. Chief Financial Officer:
The
Chief
Financial Officer shall perform all the powers and duties of the office of
the
chief financial officer and in general have overall supervision of the financial
operations of the Corporation. The Chief Financial Officer shall, when
requested, counsel with and advise the other officers of the Corporation
and
shall perform such other duties as he may agree with the Chief Executive
Officer
or as the Board may from time to time determine. The Chief Financial Officer
shall report directly to the Chief Executive Officer. The
Chief
Financial Officer shall perform all the duties of the Chief Executive Officer
if
the Chief Executive Officer is absent or for any other reason is unable to
perform his duties.
Section
4. Vice President:
The
Vice
President shall perform all duties and services as may be required by him
from
time to time by the the President and the Board of Directors.
Section
5. Secretary:
The
Secretary shall issue notices of all meetings of stockholders and directors,
shall keep minutes of all such meetings, and shall record all proceedings.
He
shall have custody and control of the corporate records and books, excluding
the
books of account, together with the corporate seal. He shall make such reports
and perform such other duties as may be consistent with his office or as
may be
required of him from time to time by the Board of Directors.
Section
6. Treasurer:
The
Treasurer shall have custody of all moneys and securities of the Corporation
and
shall have supervision over the regular books of account. He shall deposit
all
moneys, securities, and other valuable effects of the Corporation in such
banks
and depositories as the Board of Directors may designate and shall disburse
the
funds of the Corporation in payment of just debts and demands against the
Corporation, or as they may be ordered by the Board of Directors, shall render
such account of his transactions as may be required of him by the President
or
the Board of Directors from time to time and shall otherwise perform such
duties
as may be required of him by the Board of Directors.
The
Board
of Directors may require the Treasurer to give a bond indemnifying the
Corporation against larceny, theft, embezzlement, forgery, misappropriation,
or
any other act of fraud or dishonesty resulting from his duties as Treasurer
of
the Corporation, which bond shall be in such amount as appropriate resolution
or
resolutions of the Board of Directors may require.
Section
6. Vacancies or Absences:
If
a
vacancy in any office arises in any manner, the directors then in office
may
choose, by a majority vote, a successor to hold office for the unexpired
term of
the officer. If any officer shall be absent or unable for any reason to perform
his duties, the Board of Directors, to the extent not otherwise inconsistent
with these Bylaws, may direct that the duties of such officer during such
absence or inability shall be performed by such other officer or subordinate
officer as seems advisable to the Board.
Section
7. Compensation:
No
officer shall receive any salary or compensation for his services unless
and
until the Board of Directors authorizes and fixes the amount and terms of
such
salary or compensation.
ARTICLE
V
STOCK
Section
1. Regulations:
The
Board
of Directors shall have power and authority to take all such rules and
regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and
may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
Section
2. Restrictions on Stock:
The
Board
of Directors may restrict any stock issued by giving the Corporation or any
stockholder "first right of refusal to purchase" the stock, by making the
stock
redeemable or by restricting the transfer of the stock, under such terms
and in
such manner as the directors may deem necessary and as are not inconsistent
with
the Articles of Incorporation or by statute. Any stock so restricted must
carry
a stamped legend setting out the restriction or conspicuously noting the
restriction and stating where it may be found in the records of the Corporation.
ARTICLE
VI
DIVIDENDS
AND FINANCES
Section
l. Dividends:
Dividends
may be declared by the directors and paid out of any funds legally available
therefor under the laws of Delaware, as may be deemed advisable from time
to
time by the Board of Directors of the Corporation. Before declaring any
dividends, the Board of Directors may set aside out of net profits or earned
or
other surplus such sums as the Board may think proper as a reserve fund to
meet
contingencies or for other purposes deemed proper and to the best interests
of
the Corporation.
Section
2. Monies:
The
monies, securities, and other valuable effects of the Corporation shall be
deposited in the name of the Corporation in such banks or trust companies
as the
Board of Directors shall designate and shall be drawn out or removed only
as may
be authorized by the Board of Directors from time to time.
Section
3. Fiscal Year:
The
Board
of Directors by resolution shall determine the fiscal year of the Corporation.
ARTICLE
VII
AMENDMENTS
These
Bylaws may be altered, amended, or repealed by the Board of Directors by
resolution of a majority of the Board.
ARTICLE
VIII
INDEMNIFICATION
The
Corporation shall indemnify any and all of its directors or officers, or
former
directors or officers, or any person who may have served at its request as
a
director or officer of another corporation in which this Corporation owns
shares
of capital stock or of which it is a creditor and the personal representatives
of all such persons, against expenses actually and necessarily incurred in
connection with the defense of any action, suit, or proceeding in which they,
or
any of them, were made parties, or a party, by reason of being or having
been
directors or officers or a director or officer of the Corporation, or of
such
other corporation, except in relation to matters as to which any such director
or officer or person shall have been adjudged in such action, suit, or
proceeding to be liable for negligence or misconduct in the performance of
any
duty owed to the Corporation. Such indemnification shall not be deemed exclusive
of any other rights to which those indemnified may be entitled, independently
of
this Article, by law, under any Bylaw agreement, vote of stockholders, or
otherwise.
ARTICLE
IX
CONFLICTS
OF INTEREST
No
contract or other transaction of the Corporation with any other persons,
firms
or corporations, or in which the Corporation is interested, shall be affected
or
invalidated by the fact that any one or more of the directors or officers
of the
Corporation is interested in or is a director or officer of such other firm
or
corporation; or by the fact that any director or officer of the Corporation,
individually or jointly with others, may be a party to or may be interested
in
any such contract or transaction.