EX1A-2B BYLAWS 5 ginandluck_ex0202.htm BYLAWS

Exhibit 2.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BYLAWS





OF




GIN & LUCK INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

TABLE OF CONTENTS

 

ARTICLE 1

OFFICES

Section 1.1   Offices. 1
Section 1.2   Books and Records. 1

ARTICLE 2

STOCKHOLDERS

Section 2.1   Place of Meetings. 1
Section 2.2   Annual Meeting. 1
Section 2.3   Special Meetings. 1
Section 2.4   Notice of Meetings. 2
Section 2.5   Voting List. 2
Section 2.6   Quorum. 2
Section 2.7   Adjournments. 3
Section 2.8   Voting and Proxies. 3
Section 2.9   Action at Meeting. 3
Section 2.10   Conduct of Meetings. 3
Section 2.11   Action without Meeting. 4

ARTICLE 3

DIRECTORS

Section 3.1   General Powers. 5
Section 3.2   Number; Election and Qualification. 5
Section 3.3   Enlargement of the Board. 5
Section 3.4   Tenure. 6
Section 3.5   Vacancies. 6
Section 3.6   Resignation. 6
Section 3.7   Regular Meetings. 6
Section 3.8   Special Meetings. 6
Section 3.9   Notice of Special Meetings. 6
Section 3.10   Meetings by Conference Communications Equipment. 7
Section 3.11   Quorum. 7
Section 3.12   Action at Meeting. 7
Section 3.13   Action by Consent. 7
Section 3.14   Removal. 7
Section 3.15   Committees. 7
Section 3.16   Compensation of Directors. 8

 

 

 

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ARTICLE 4

OFFICERS

Section 4.1   Titles. 8
Section 4.2   Election. 8
Section 4.3   Qualification. 8
Section 4.4   Tenure. 8
Section 4.5   Resignation and Removal. 8
Section 4.6   Vacancies. 9
Section 4.7   Powers and Duties. 9
Section 4.8   Salaries. 9

ARTICLE 5

CAPITAL STOCK

Section 5.1   Issuance of Stock. 9
Section 5.2   Certificates of Stock. 9
Section 5.3   Transfers. 10
Section 5.4   Right of First Refusal. 10
Section 5.5   Lost, Stolen or Destroyed Certificates. 13

ARTICLE 6

GENERAL PROVISIONS

Section 6.1   Fiscal Year. 13
Section 6.2   Corporate Seal. 13
Section 6.3   Execution of Instruments. 13
Section 6.4   Waiver of Notice. 13
Section 6.5   Voting of Securities. 14
Section 6.6   Evidence of Authority. 14
Section 6.7   Certificate of Incorporation. 14
Section 6.8   Severability. 14
Section 6.9   Pronouns. 14

ARTICLE 7

AMENDMENTS

Section 7.1   By the Board of Directors. 14
Section 7.2   By the Stockholders. 14

 

 

 

 

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ARTICLE 1
OFFICES

 

Section 1.1           Offices.

 

GIN & LUCK Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

 

Section 1.2           Books and Records.

 

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

 

ARTICLE 2
STOCKHOLDERS

 

Section 2.1           Place of Meetings.

 

All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the President or, if not so designated, at the principal office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the General Corporation Law of the State of Delaware.

 

Section 2.2           Annual Meeting.

 

Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors or the President (which date shall not be a legal holiday in the place where the meeting is to be held). 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, and in such case all references in these Bylaws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

 

Section 2.3           Special Meetings.

 

Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors or the President, but such special meetings may not be called by any other person or persons. 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.

 

 

 

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Section 2.4           Notice of Meetings.

 

Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

 

Section 2.5           Voting List.

 

The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder (which list may, in the Secretary’s sole discretion, be the Corporation’s stock register). Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

 

Section 2.6           Quorum.

 

Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

 

 

 

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Section 2.7           Adjournments.

 

Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place, if any, of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

 

Section 2.8           Voting and Proxies.

 

Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the Corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

 

Section 2.9           Action at Meeting.

 

When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the affirmative vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these Bylaws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast on the election.

 

Section 2.10       Conduct of Meetings.

 

(1)               Chairman of Meeting. Meetings of stockholders shall be presided over by the President, or in the President’s absence by the Secretary, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence or at the Secretary’s election, the chairman of the meeting may appoint any person to act as secretary of the meeting.

 

 

 

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(2)               Rules, Regulations and Procedures. The Board of Directors of the Corporation may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

 

Section 2.11       Action without Meeting.

 

(1)               Taking of Action by 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, setting forth the action so taken, 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 such action were present and voted. Except as otherwise provided by the Certificate of Incorporation, 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.

 

(2)               Electronic Transmission of Consents. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

 

(3)               Notice of Taking of Corporate Action. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

 

 

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ARTICLE 3
DIRECTORS

 

Section 3.1           General Powers.

 

The business and affairs of the Corporation shall be managed by or under the direction of a 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 3.2           Number; Election and Qualification.

 

The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the stockholders or the Board of Directors, but in no event shall be less than one. 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 by such stockholders as have the right to vote on such election. Directors need not be stockholders of the Corporation.

 

Section 3.3           Enlargement of the Board.

 

The number of directors may be increased at any time and from time to time only by a vote of the majority of the directors then in office.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Section 3.4           Tenure.

 

Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

 

Section 3.5           Vacancies.

 

Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting 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 such director’s 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 a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

 

Section 3.6           Resignation.

 

Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

 

Section 3.7           Regular Meetings.

 

Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

 

Section 3.8           Special Meetings.

 

Special meetings of the Board of Directors may be held at any time and place designated in a call by the President, two or more directors, or by one director in the event that there is only a single director in office.

 

Section 3.9           Notice of Special Meetings.

 

Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice via reputable overnight courier, telecopy or electronic mail, or delivering written notice by hand, to such director’s last known business, home or electronic mail address at least 48 hours in advance of the meeting, or (iii) by sending written notice via first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

 

 

 

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Section 3.10       Meetings by Conference Communications Equipment.

 

Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

 

Section 3.11       Quorum.

 

A majority of the directors at any time in office shall constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

 

Section 3.12       Action at Meeting.

 

At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law or the Certificate of Incorporation.

 

Section 3.13       Action by Consent.

 

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

 

Section 3.14       Removal.

 

Except as otherwise provided by the General Corporation Law of the State of Delaware, any one or more or all of the 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 the 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.

 

Section 3.15       Committees.

 

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.

 

 

 

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Section 3.16       Compensation of Directors.

 

Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary Corporations in any other capacity and receiving compensation for such service.

 

ARTICLE 4
OFFICERS

 

Section 4.1           Titles.

 

The officers of the Corporation shall consist of a President, Secretary and/or such other offices with such titles as the Board of Directors may determine. The Board of Directors may appoint such other officers as it may deem appropriate.

 

Section 4.2           Election.

 

The officers of the Corporation shall be elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors.

 

Section 4.3           Qualification.

 

No officer need be a stockholder. Any two or more offices may be held by the same person.

 

Section 4.4           Tenure.

 

Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

 

Section 4.5           Resignation and Removal.

 

(1)               Any officer may resign by delivering a written resignation to the Corporation at its principal office or to the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

 

 

 

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(2)               Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

 

(3)               Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

 

Section 4.6           Vacancies.

 

The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of the President and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

 

Section 4.7           Powers and Duties.

 

The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation subject to the control of the Board of Directors.

 

Section 4.8           Salaries.

 

Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

 

ARTICLE 5
CAPITAL STOCK

 

Section 5.1           Issuance of Stock.

 

Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any shares of the authorized capital stock of the Corporation held in the Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

 

Section 5.2           Certificates of Stock.

 

(1)               Every holder of stock of the Corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by such holder in the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by, the President or the Secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile.

 

 

 

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(2)               Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

 

(3)               If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

Section 5.3           Transfers.

 

Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

 

Section 5.4           Right of First Refusal.

 

No stockholder owning at least 56,876 shares of the capital stock, on a fully-diluted as converted to Class A common stock basis (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) of the Corporation (each, a “Key Holder”) shall transfer any such shares of the Corporation, except by a transfer that meets the requirements set forth in this Section 5.4, in addition to any other restrictions or requirements set forth under applicable law or these Bylaws:

 

(1)            If a Key Holder desires to transfer any of his or her shares of stock, then such Key Holder shall first give written notice thereof to the Corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.

 

 

 

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(2)            For 30 days following receipt of such notice, the Corporation shall have the option to purchase up to all the shares specified in the notice at the price and upon the terms set forth in such notice. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the provisions of this Section, the price shall be deemed to be the fair market value of the stock at such time as determined in good faith by the Board of Directors. In the event the Corporation elects to purchase all or any of the shares, it shall give written notice to the transferring Key Holder of its election and settlement for said shares shall be made as provided below in paragraph (4) of this Section.

 

(3)            The Corporation may assign its rights hereunder.

 

(4)            In the event the Corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the Corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within 30 days after the Secretary of the Corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the Corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice.

 

(5)            In the event the Corporation and/or its assignees(s) do not elect to acquire all of the shares specified in the transferring Key Holder’s notice, said transferring Key Holder may, subject to the Corporation’s approval and all other restrictions on transfer contained in these Bylaws, within the 60-day period following the expiration or waiver of the option rights granted to the Corporation and/or its assignees(s) herein, transfer the shares specified in said transferring Key Holder’s notice that were not acquired by the Corporation and/or its assignees(s) as specified in said transferring Key Holder’s notice. All shares so sold by said transferring Key Holder shall continue to be subject to the provisions of these Bylaws in the same manner as before said transfer.

 

(6)            Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the right of first refusal in paragraph (1) of this Section:

 

(a)            Key Holder’s transfer of any or all shares held either during such Key Holder’s lifetime or on death by will or intestacy to such Key Holder’s immediate family or to any custodian or trustee for the account of such Key Holder or such Key Holder’s immediate family or to any limited partnership of which the Key Holder, members of such Key Holder’s immediate family or any trust for the account of such Key Holder or such Key Holder’s immediate family will be the general or limited partner(s) of such partnership. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the Key Holder making such transfer;

 

 

 

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(b)           Key Holder’s bona fide pledge or mortgage of any shares with a commercial lending institution, provided that any subsequent transfer of said shares by said institution shall be conducted in the manner set forth in these Bylaws;

 

(c)           Key Holder’s transfer of any or all of such Key Holder’s shares to the Corporation or to any other Key Holder of the Corporation;

 

(d)           A Key Holder’s transfer of any or all of such Key Holder’s shares to a person who, at the time of such transfer, is an officer or director of the Corporation;

 

(e)           A corporate Key Holder’s transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate Key Holder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate Key Holder;

 

(f)           A corporate Key Holder’s transfer of any or all of its shares to any or all of its Key Holder; or

 

(g)           A transfer by a Key Holder that is a limited or general partnership to any or all of its partners or former partners in accordance with partnership interests.

 

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this Section and any other restrictions set forth in these Bylaws, and there shall be no further transfer of such stock except in accord with this Section and the other provisions of these Bylaws.

 

(7)               This Section 5.4 of these Bylaws may be waived by the Corporation with respect to any transfer hereunder, upon duly authorized action of its Board of Directors. This Section 5.4 of these Bylaws may be amended or repealed either by a duly authorized action of the Board of Directors or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation.

 

(8)               Any transfer, or purported transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of these Bylaws are strictly observed and followed.

 

(9)               The foregoing right of first refusal shall terminate upon the date securities of the Corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act of 1933, as amended.

 

(10)           The certificates representing shares of stock of the Corporation that are subject to the right of first refusal in paragraph (1) of this Section shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

 

 

 

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(11)           To the extent this Section conflicts with any written agreements between the Corporation and the Key Holder attempting to transfer shares, such agreement shall control.

 

Section 5.5           Lost, Stolen or Destroyed Certificates.

 

The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board of Directors may require for the protection of the Corporation or any transfer agent or registrar.

 

ARTICLE 6
GENERAL PROVISIONS

 

Section 6.1           Fiscal Year.

 

Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the 1st day of January of each year and end on the 31st day of December in each year.

 

Section 6.2           Corporate Seal.

 

The corporate seal shall be in such form as shall be approved by the Board of Directors.

 

Section 6.3           Execution of Instruments.

 

Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed either manually or by electronic means in accordance with the General Corporation Law of the State of Delaware by any officer or director, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

 

Section 6.4           Waiver of Notice.

 

Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the 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.

 

 

 

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Section 6.5           Voting of Securities.

 

Except as the Board of Directors may otherwise designate, the President may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any other Corporation or organization, the securities of which may be held by this Corporation.

 

Section 6.6           Evidence of Authority.

 

A certificate by the Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

 

Section 6.7           Certificate of Incorporation.

 

All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.  Nothing in these Bylaws is intended to be inconsistent with the provisions of the Certificate of Incorporation and in the event of any conflict or inconsistency between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall control.

 

Section 6.8           Severability.

 

Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

 

Section 6.9           Pronouns.

 

All pronouns used in these Bylaws shall be deemed to refer to the masculine or feminine, singular or plural, as the identity of the person or persons may require.

 

ARTICLE 7
AMENDMENTS

 

Section 7.1           By the Board of Directors.

 

These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

 

Section 7.2           By the Stockholders.

 

These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new bylaws shall have been stated in the notice of such special meeting.

 

 

 

 

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GIN & LUCK INC.
CERTIFICATE OF SECRETARY

 

 

I hereby certify that:

 

 

I am the duly elected and acting Secretary of Gin & Luck Inc., a Delaware corporation (the “Company”); and

 

 

Attached hereto is a complete and accurate copy of the Bylaws of the Company as duly adopted by the Board of Directors by Unanimous Written Consent dated October [_], 2020 and said Bylaws are presently in effect.

 

 

In Witness Whereof, I have hereunto subscribed my name on October [_], 2020

 

 

  /s/ David Kaplan
   
  DAVID KAPLAN
   
  Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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