Exhibit 3.2
BYLAWS
OF
WRAP
TECHNOLOGIES, INC.
ARTICLE
I
OFFICES
The registered office of the Corporation in the State of Delaware,
shall be 160 Greentree Drive,
Ste 101, Dover, DE 19904. The
registered agent in charge thereof shall be National Registered
Agents, Inc. The Corporation may have such other offices, either
within or without the State of Delaware, as the Board of Directors
may designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on such
date and at such time as may be designated from time to time by the
Board of Directors for the purpose of
electing Directors and for the transaction of such other business
as may come before the meeting. If the election of Directors shall
not be held on the day designated herein for any annual meeting of
the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as conveniently may
be.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the
President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than 51%
percent of all the outstanding shares of the Corporation entitled
to vote at the meeting.
SECTION
3. PLACE OF MEETING. Meetings of the shareholders of the Corporation
may be held at such place, either within or without the State of
Delaware, as may be determined from time to time by the Board of
Directors, or, if not so designated, then at the principal
executive offices of the Corporation required to be maintained
pursuant to Section 1 of these Bylaws. The Board of Directors may,
in its sole discretion, determine that the meeting shall not be
held at any place, but may instead be held solely by means of
remote communication as provided under the Delaware General
Corporation Law (the “DGCL”).
SECTION 4. NOTICE OF
MEETING. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise
prescribed by statute, be delivered not less than 20 nor more than
60 days before the date of the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
Mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. CLOSING OF TRANSFER
BOOKS OF EXISTING RECORD. The purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer books
shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least 30 days immediately preceding
such meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be
not more than sixty (60) days and, in case of a meeting of
shareholders, not less than twenty (20) days, prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. VOTING LISTS. The
officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or
any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. Such list shall
be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof.
SECTION 7. QUORUM. A
majority of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time
without further notice. 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
noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 8. PROXIES. At all
meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.
A meeting of the Board of Directors may be had by means of a
telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. VOTING OF SHARES.
Each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of
shareholders.
SECTION 10. VOTING OF SHARES BY
CERTAIN HOLDERS. Shares standing in the name of another
Corporation may be voted by such officer, agent or proxy as the
Bylaws of such Corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such Corporation may
determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name. Shares standing in
the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority
so to do be contained in an appropriate order of the court by which
such receiver was appointed. A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred. Shares
of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given
time.
SECTION 11. INFORMAL ACTION BY
SHAREHOLDERS. Unless otherwise provided in the
Certificate of Incorporation or these Bylaws, any action required
or permitted to be taken at a meeting of the shareholders may be
taken without a meeting if, before or after the action, a written
consent thereto is signed by shareholders holding at least a
majority of the voting power, except that if a different proportion
of voting power is required for such an action at a meeting, then
that proportion of written consents is required.
ARTICLE III
BOARD
OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its
Board of Directors.
SECTION 2. NUMBER. TENURE AND
QUALIFICATIONS. The number of directors of the Corporation
shall be fixed by the Board of Directors, but in no event shall be
less than three. Directors, who shall be elected at the
annual meeting of stockholders for a term of one (l) year and shall
hold office until their successors are elected and qualified.
Directors need not be shareholders. The Corporation may provide in
any designation of a class of preferred stock or otherwise by
amendment to the Corporation’s Certificate of Incorporation,
for the designation of a director nominee required to be appointed
by the Board to fill a vacancy.
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 shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without notice other than
such resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at
the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
SECTION 5. NOTICE. Notice of
any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally, mailed to each
director at his business address, or by electronic communication.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail so addressed, with postage
thereon prepaid. If notice be given by electronic communication,
such notice shall be deemed to be delivered when the electronic
communication is transmitted to the Director. Any directors may
waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened.
SECTION 6. QUORUM. A
majority of the number of directors fixed by Section 2 of this
Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than
such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice.
SECTION 7. MANNER OF ACTING.
The 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.
SECTION 8. ACTION WITHOUT A
MEETING. Any action that may be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be
signed before such action by all of the directors.
SECTION 9. VACANCIES. Any
vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise
provided by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of directors
by the shareholders.
SECTION 10. COMPENSATION. By
resolution of the Board of Directors, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or
both. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.
SECTION 11. PRESUMPTION OF
ASSENT. A director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The
officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of the
Board. In its discretion, the Board of Directors may leave unfilled
for any such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by the
same person, except for the offices of President and Secretary
which may not be held by the same person. Officers may be directors
or shareholders of the Corporation.
SECTION 2. ELECTION AND TERM OF
OFFICE. The officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall
hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter
provided.
SECTION 3. REMOVAL. Any
officer or agent may be removed by the Board of Directors whenever,
in its judgment, the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights, and such appointment shall be terminable at
will.
SECTION 4. VACANCIES. A
vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The
President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors, unless
there is a Chairman of the Board in which case the Chairman shall
preside. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board
of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to
time.
SECTION 6. VICE PRESIDENT.
In the absence of the President or in event of his death, inability
or refusal to act, the Vice President shall perform 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
President shall perform such other duties as from time to time may
be assigned to him by the President or by the Board of Directors.
If there is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of
the President in order of date of election, the earliest date
having the first rank.
SECTION 7. SECRETARY. The
Secretary shall:
(i) Keep the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute books provided for
that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by
law; (iii) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (iv) keep a register
of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (v) sign with the
President certificates for shares of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of
Directors; (vi) have general charge of the stock transfer books of
the Corporation; and (vii) in general perform all duties incident
to the office of the Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of
Directors.
SECTION 8. TREASURER. The
Treasurer shall: (i) have charge and custody of and be responsible
for all funds and securities of the Corporation; (ii) receive and
give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of
the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions
of Article VI of these Bylaws; and (iii) in general perform all of
the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President
or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties as the
Board of Directors shall determine.
SECTION 9. SALARIES. The
salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE
V
INDEMNIFICATION
OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. RIGHT TO
INDEMNIFICATION. Each person who was or is a party or is
threatened to be made a party to or is involved (as a party,
witness, or otherwise), in any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (a “Proceeding”), by reason of the fact that he, or a
person of whom he is the legal representative, 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 or of a
partnership, joint venture, trust, or other enterprise, including
service with respect to employee benefit plans, whether the basis
of the Proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity
while serving as a director, officer, employee, or agent (an
“Agent”), shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended or interpreted (but, in
the case of any such amendment or interpretation, only to the
extent that such amendment or interpretation permits the
Corporation to provide broader indemnification rights than were
permitted prior thereto) against all expenses, liability, and loss
(including attorneys’ fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement,
and any interest, assessments, or other charges imposed thereon,
and any federal, state, local, or foreign taxes imposed on any
Agent as a result of the actual or deemed receipt of any payments
under this Article) reasonably incurred or suffered by such person
in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the
foregoing in, any Proceeding (“Expenses”); provided,
however, that except as to
actions to enforce indemnification rights pursuant to
Section 3 of this Article, the Corporation shall indemnify any
Agent seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the Proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Article shall be a contract right.
SECTION 2. AUTHORITY TO ADVANCE
EXPENSES. Expenses incurred by an officer or director
(acting in his capacity as such) in defending a Proceeding shall be
paid by the Corporation in advance of the final disposition of such
Proceeding, provided,
however, that if required by
the DGCL, such Expenses shall be advanced only upon delivery to the
Corporation 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 Article or otherwise. Expenses incurred by
other Agents of the Corporation (or by the directors or officers
not acting in their capacity as such, including service with
respect to employee benefit plans) may be advanced upon such terms
and conditions as the Board of Directors deems appropriate.
Any obligation to reimburse the Corporation for Expense advances
shall be unsecured and no interest shall be charged
thereon.
SECTION 3. RIGHT OF CLAIMANT TO
BRING SUIT. If a claim under Section 1 or 2 of this
Article is not paid in full by the Corporation within 90 days
after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to
be paid also the expense (including attorneys’ fees) of
prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its final
disposition where the required undertaking has been tendered to the
Corporation) that the claimant has not met the standards of conduct
that make it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed. The burden of
proving such a defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper under the circumstances
because he has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) that the claimant had not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of
conduct.
SECTION 4. PROVISIONS
NONEXCLUSIVE. The rights conferred on any person by this
Article shall not be exclusive of any other rights that such person
may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while
holding such office. To the extent that any provision of the
Certificate, agreement, or vote of the stockholders or
disinterested directors is inconsistent with these bylaws, the
provision, agreement, or vote shall take precedence.
SECTION 5. AUTHORITY TO
INSURE. The Corporation may purchase and maintain insurance
to protect itself and any Agent against any Expense, whether or not
the Corporation would have the power to indemnify the Agent against
such Expense under applicable law or the provisions of this
Article.
SECTION 6. SURVIVAL OF
RIGHTS. The rights provided by this Article shall continue
as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
SECTION 7. SETTLEMENT
OF CLAIMS. The Corporation shall not be liable to indemnify
any Agent under this Article (i) for any amounts paid in
settlement of any action or claim effected without the
Corporation’s written consent, which consent shall not be
unreasonably withheld; or (ii) for any judicial award if the
Corporation was not given a reasonable and timely opportunity, at
its expense, to participate in the defense of such
action.
SECTION 8. EFFECT OF AMENDMENT. Any amendment,
repeal, or modification of this Article shall not adversely affect
any right or protection of any Agent existing at the time of such
amendment, repeal, or modification.
SECTION 9. SUBROGATION. In
the event of payment under this Article, the Corporation shall be
subrogated to the extent of such payment to all of the rights of
recovery of the Agent, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Corporation effectively to bring suit to enforce such
rights.
SECTION 10. NO DUPLICATION OF
PAYMENTS. The Corporation shall not be liable under this
Article to make any payment in connection with any claim made
against the Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement, vote, or
otherwise) of the amounts otherwise indemnifiable
hereunder.
ARTICLE VI
CHECKS,
DEPOSITS CONTRACTS, AND LOANS
SECTION 1. CHECKS. All
checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of
Directors.
SECTION 2. DEPOSITS. All
funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may
select.
SECTION 3. CONTRACTS. The
Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific
instances.
SECTION 4. LOANS. No loans
shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general
or confined to specific instances.
ARTICLE
VII
CERTIFICATES
FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR
SHARES. Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and
by the Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the corporate
seal. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate, a new one may
be issued upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 2. TRANSFER OF
SHARES. Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all
purposes; provided,
however, that upon any action
undertaken by the shareholders to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon any
shareholders agreement thereto restricting the transfer of such
shares so as to disqualify such S Corporation status, such
restriction on transfer shall be made a part of the these Bylaws so
long as such agreement is in force and effect.
ARTICLE
VIII
FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed by resolution of the
Board Directors.
ARTICLE
IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Certificate of Incorporation.
ARTICLE
X
CORPORATE
SEAL
At the discretion of the Board of Directors, the Corporation may
adopt a corporate seal, circular in form and shall have inscribed
thereon the name of the Corporation and the State of incorporation
and the words, "Corporate Seal". No seal shall be necessary to make
any contract or undertaking valid.
ARTICLE
XI
WAIVER
OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or director of the Corporation under
the provisions of these Bylaws or under the provisions of the
Certificate of Incorporation or under the provisions of the DGCL, a
waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such
notice.
ARTICLE
XII
EXCLUSIVE
FORUM FOR LITIGATION
Unless
the Corporation consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware
shall be the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Corporation, (ii) any action
asserting a claim of breach of a fiduciary duty owed by, or other
wrongdoing by, any director, officer, or other employee of the
Corporation to the Corporation or the Corporation’s
stockholders, (iii) any action asserting a claim against the
Corporation arising pursuant to any provision of the DGCL, the
Corporation’s Certificate of Incorporation or these Bylaws,
or (iv) any action to interpret, apply, enforce or determine the
validity of the Corporation’s Certificate of Incorporation or
these Bylaws, or (v) any action asserting a claim against the
Corporation governed by the internal affairs doctrine. Any person
or entity purchasing or otherwise acquiring any interest in shares
of stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Article XII.
ARTICLE
XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors.
CERTIFICATE
OF SECRETARY
The
undersigned, Secretary of Wrap Technologies, Inc., a Delaware
corporation, hereby certifies that the foregoing is a full, true
and correct copy of the Bylaws of the Corporation, with all
amendments to date of this Certificate.
WITNESS
the signature of the undersigned this 31st day of March
2017.
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/s/ Scot
Cohen
Scot
Cohen, Corporate Secretary
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