Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
These Bylaws (these “Bylaws”) govern the conduct of the affairs of Galaxy Holdings, a TX LLC (the “Corporation”), and are adopted effective as of . These Bylaws are subject to, and governed by, the General Corporation Law of the State of TX and the Corporation’s Certificate of Incorporation.
The Corporation’s principal office shall be located at . The Corporation may also have offices at such other places, within or outside the State of TX, as the Board of Directors may from time to time designate or as the business of the Corporation may require. The Corporation shall continuously maintain a registered office and registered agent in the State of TX.
An annual meeting of stockholders shall be held each year for the election of directors and the transaction of other business, at such date, time, and place (or by remote communication) as the Board of Directors may determine.
Special meetings of the stockholders may be called by the Board of Directors, the Chairperson of the Board, the President, or by holders of not less than of the outstanding shares entitled to vote.
Written notice stating the place, date, and time of each meeting, and, in the case of a special meeting, the purpose for which it is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote.
The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum. When a quorum is present, the affirmative vote of a majority of shares present and entitled to vote shall decide any question, except where a larger vote is required by law, the Certificate of Incorporation, or these Bylaws. Each outstanding share entitled to vote shall have one vote on each matter.
Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a written consent setting forth the action is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers of the Corporation except those reserved to the stockholders by law, the Certificate of Incorporation, or these Bylaws.
The number of directors shall be , or such other number as may be fixed from time to time by resolution of the Board. Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until earlier resignation or removal.
Any vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum.
Regular and special meetings of the Board may be held within or outside the State of TX. A majority of the directors then in office shall constitute a quorum, and the act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board. Directors may participate by conference telephone or similar communications equipment, and may act by unanimous written consent in lieu of a meeting.
The Board may designate one or more committees, each consisting of one or more directors, and may delegate to such committees the authority of the Board to the extent permitted by law.
The officers of the Corporation shall include a President, a Secretary, and a Treasurer, and may include a Chairperson of the Board, one or more Vice Presidents, and such other officers as the Board may appoint. Officers shall be elected by the Board and shall hold office at the pleasure of the Board. Any two or more offices may be held by the same person. Each officer shall have the duties customarily incident to the office and such additional duties as the Board may assign.
Shares of the Corporation may be certificated or uncertificated as provided by resolution of the Board. Every holder of certificated shares shall be entitled to a certificate signed by, or in the name of the Corporation by, the President and the Secretary or Treasurer. The Corporation shall maintain a stock ledger recording the name and address of each stockholder and the number of shares held.
Transfers of shares shall be made on the books of the Corporation only by the registered holder, by the holder’s legal representative, or by a duly authorized attorney, and upon surrender of any certificate representing such shares. The Corporation may impose lawful restrictions on transfer set forth in the Certificate of Incorporation, these Bylaws, or any applicable agreement.
The Corporation shall indemnify and advance expenses to its directors and officers to the fullest extent permitted by the General Corporation Law of the State of TX against expense, liability, and loss reasonably incurred in connection with any threatened, pending, or completed action by reason of the fact that such person is or was a director or officer. The Corporation may purchase and maintain insurance on behalf of any such person.
The fiscal year of the Corporation shall end on of each year. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board, and a record of its stockholders.
These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted, by the Board of Directors or by the stockholders, subject to any limitations in the Certificate of Incorporation or applicable law.
The undersigned, being the duly elected Secretary of the Corporation, certifies that the foregoing Bylaws were adopted by the Board of Directors of the Corporation effective as of .
Name: Michael Yuan
Title: General Manager
Date: