BYLAWS OF IMERSA, INC.
ARTICLE I – Principal Office and Corporate Seal
Section 1. Principal Office. The principal office and place of business of the Corporation in the State of Colorado shall be at such location as the Board of Directors may from time to time determine. Other offices and places of business may be established from time to time by the Board of Directors.
Section 2. Corporate Seal. The seal of the Corporation shall be inscribed with the name of the Corporation, the year of its incorporation, and the words "Colorado" and "Seal," and shall be in a form approved by the Board of Directors, which may alter the same at pleasure.
ARTICLE II – Members
Section 1. No Voting Members. The Corporation shall not have voting members, as defined by the Colorado Revised Nonprofit Corporation Act.
Section 2. Nonvoting Members. The Corporation may have such nonvoting members as the Board of Directors may determine from time to time by resolution. Such nonvoting members shall consist of persons who share common business interests within the industries that the Corporation has been formed to promote, who desire to further the purposes of the Corporation, and who make a significant contribution of services, money, or property to the Corporation to assist it in carrying out its activities, including the payment of such annual membership dues and other administrative assessments or fees as the Board of Directors may establish.
Section 3. Meetings. The Corporation may, in the discretion of the Board of Directors, hold an annual or special meetings of the nonvoting members for the purpose of informing them of significant accomplishments that the Corporation has made during the prior year, anticipated plans and activities for the upcoming year, and other matters, as well as providing opportunities for the nonvoting members to promote their common business interests.
ARTICLE III – Board of Directors
Section 1. Number; Classes. The Board of Directors of the Corporation shall be composed of not less than three nor more than seven directors, who need not be residents of the State of Colorado, provided that at least one director shall be a citizen and resident of the United States. Any action of the Board of Directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall automatically be deemed to constitute an amendment to these Bylaws effecting such increase or decrease. No decrease in the number of directors shall shorten the term of any incumbent director.
There shall be two classes of directors, Standing Directors and At Large Directors. Standing Directors shall consist of Dan Neafus, Michael Daut, and Ryan Wyatt. At Large Directors shall consist of the remaining members of the board of directors.
Section 2. Qualifications. Each member of the Board of Directors shall be an individual who –
is at least eighteen years of age;
is a nonvoting member in good standing of the Corporation;
is a current or recent employee in an industry or area of professional practice related to the purposes of the Corporation and share a strong commitment to the vision, mission and purpose of the Corporation;
has the willingness and skills, the time available, and employer support necessary to fulfill all board duties, including attending and representing and promoting the Corporation at professional meetings and conferences, promoting the common business interests of the industry that the Corporation serves as a whole, and being able to contribute or otherwise attract resources supporting the Corporation; and
has demonstrable organizational leadership abilities and is capable of representing the Corporation in a positive, professional, and productive manner.
share a strong commitment to the vision, and mission of the Corporation.
To the extent possible, members of the Board of Directors shall include representatives of each of the following –
a creator of immersive media;
an operator of an immersive presentation facility;
an immersive equipment manufacturer or integrator;
a nonprofit institution engaged in immersive media; and
a for-profit corporation engaged in immersive media.
Section 3. Election; Tenure. At the annual meeting of the directors of the Corporation, the Standing Directors may, in their discretion, elect to the positions of At Large Directors the number of the individuals necessary to fill the positions of those At Large Directors whose terms are due to expire, plus any vacancies among the At Large Directors that have not previously been filled, plus that number of additional At Large Directors that the Standing Directors may deem to be appropriate.
At Large Directors thus elected shall be elected for a term of two years and shall hold office until the annual meeting of the directors occurring at the expiration of their terms and until their successors have been elected and qualified. At Large Directors shall be limited to serving no more than three consecutive two-year terms, provided that any At Large Director whose three consecutive terms of service results in less than six consecutive full years of service may be reelected to one additional two-year term of service. A director who has served six consecutive years of service shall be ineligible for reelection or reappointment to the Board of Directors for two years following the expiration of such directors term unless the Board of Directors reelects such person by a unanimous vote.
The Standing Directors shall serve in such office until their resignation or death, provided that any Standing Director may, by delivering a written notice to the Secretary of the Corporation, voluntarily convert his status into that of an At Large Director, in which case such individual’s term as an At Large Director shall begin as of the next annual meeting of the directors occurring after the date of delivery of such notice. Upon the resignation, death, or voluntary conversion of the status of a Standing Director, the office of that individual Standing Director shall be abolished.
Section 4. Annual Meeting. The annual meeting of the Board of Directors shall be held in January in each calendar year, or on such other date and at such time and at such place as the Board of Directors or the President may determine. Written notice stating the place, day, and hour of the meeting shall be given personally or mailed to each member of the Board of Directors at least 21 days prior to the date fixed for the annual meeting. The annual meeting of the Board of Directors shall be for the purpose of electing officers and for the transaction of such other business as may come before the meeting.
Section 5. Regular Meetings. A regular meeting of the Board of Directors
shall be held at such place, day, and hour as the Board of Directors may determine and as shall be stated in written notice given to each member of the Board of Directors by mailing such notice at least 21 days before the date fixed for the meeting. The notice of any regular meeting need not specify the business to be transacted at any such regular meeting of the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the members of the Board of Directors. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. Notice stating the place, day, and hour of every special meeting shall be given to each member of the Board of Directors by mailing such notice at least seven days before the date fixed for the meeting. The notice of such special meeting shall specify the business to be transacted at and the purpose of any special meeting of the Board of Directors.
Section 7. Quorum; Voting. A quorum at all meetings of the Board of Directors shall consist of a majority of the directors holding office. Less than a quorum may adjourn from time to time without further notice until a quorum is secured. Except as provided specifically to the contrary by these Bylaws, the act of a 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. Vacancies. Any vacancy among the At Large Directors shall be filled by the Standing Directors of the Corporation. An At Large Directors appointed to fill a vacancy shall serve for the unexpired term of such person's predecessor in office and until such person's successor is duly appointed and shall have qualified. Any position on the Board of Directors to be filled by reason of an increase in the number of directors shall be filled by the Standing Directors of the Corporation as soon as practicable after the time such increase is authorized.
Section 9. Committees of the Board. The Board of Directors of the Corporation may designate from among its members, by a resolution adopted by a majority of the entire Board of Directors, an executive committee and one or more other committees, each of which shall have and may exercise such authority in the management of the Corporation as shall be provided in such resolution or in these Bylaws. No such committee shall have the power or authority —
[a] to authorize any distributions within the meaning of the Colorado Revised Nonprofit Corporation Act;
[b] to elect, appoint, or remove any director;
[c] to amend, restate, alter, or repeal the Articles of Incorporation;
[d] to amend, alter, or repeal these or any other Bylaws of the Corporation;
[e] to approve a plan or merger;
[f] to approve a sale, lease, exchange, or other disposition of all, or substantially all, of the property of the Corporation, with or without goodwill, otherwise in the usual and regular course of business; or
[g] to take any other action prohibited by law.
All committees of the Board shall keep regular minutes of their respective transactions and shall report their actions to the Board at the meeting of the Board next following such actions. The Chairperson of each committee shall be designated at the time of appointment of such committee.
Section 10. Other Committees. The Board of Directors of the Corporation may create, by a resolution adopted by the Board of Directors or by any committee of the Board of Directors, such other committees determined to be necessary or desirable for the purpose of assisting with the conduct of the affairs of the Corporation, which committees may consist of such individuals as the authority creating the committee deems appropriate and which shall have and may exercise such authority as shall be provided in such resolution, provided that no such committee shall have or exercise any authority regarding the management of the Corporation or have or exercise any of the powers reserved by law to the Board of Directors.
Section 11. Standard of Conduct for Directors. Each director shall perform his or her duties as a director, including without limitation his or her duties as a member of any committee of the board, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of his or her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated below, unless the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the Corporation or the directors for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs his or her duties in compliance with this Section. A director, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
The designated persons on whom a director is entitled to rely are: [a] one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; [b] legal counsel, a public accountant, or other person as to matters which the director reasonably believes to within such person's professional or expert competence; or [c] a committee of the board of directors on which the director does not serve if the director reasonably believes the committee merits confidence.
Section 12. Conflicts of Interest. The Board of Directors acknowledges that conflicts of interest may occasionally arise and that neither the elimination from the board of all persons who might potentially have any such conflict nor the avoidance of all transactions involving a conflict of interest would necessarily serve the best interests of the Corporation. Nonetheless, each member of the Board of Directors is encouraged to avoid undisclosed conflicts of interest and to refrain from influencing the board’s action on a matter in which such director is financially interested. It is therefore the policy of the Corporation to avoid the participation of any director in the Board of Directors’ consideration of a matter which poses a conflict of interest for that director.
[a] For these purposes, a conflict of interest shall be deemed to arise whenever a matter under consideration involves the potential for significant benefit to a director or to any business, financial, or professional organization of which the director or a member of such director’s immediate family is an officer, director, members, owner, or employee.
[b] Whenever any matter comes before a meeting of the Board of Directors which gives rise to a potential conflict of interest, the affected director shall make known the conflict to the remaining directors present at such meeting, shall, after answering any questions posed by the other directors, withdraw from the meeting for as long as the matter is under consideration, and shall neither be present nor cast a vote.
[c] If the withdrawal of the affected director results in the absence of a quorum, no action shall be taken on the matter in question until a quorum of disinterested directors can be established.
[d] The minutes of a meeting at which a conflict of interest arises shall reflect that a disclosure was made, the affected director’s withdrawal from the meeting and abstention from voting, and, if action is taken on the matter, the continued presence of a quorum.
[e] As with all other matters coming before the Board of Directors, the disinterested directors shall pass upon a matter that poses a conflict of
interest for another director in a manner which they reasonably and in good faith believe to be in the best interests of the Corporation. The Board of Directors shall not authorize under this Section any transaction involving a conflict of interest that would also subject the Corporation or its directors, officers, or employees to liability under Section 4941 of the Internal Revenue Code.
Section 13. Removal. Any At Large Director of the Corporation may be removed by the remaining members of the Board of Directors whenever in their judgment such removal would serve the best interests of the Corporation.
Section 14. Action Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any committee thereof, or any other action which may be taken at a meeting of directors, or any committee thereof, may be taken without a meeting, if a notice stating the action to be taken and the time by which the directors must respond is transmitted in writing to each member of the board, and each member of the board, by the time stated in such notice, either –
[a] votes in writing for such action, or
[b] votes in writing against such action, abstains in writing from voting, or fails to respond or vote and also fails to demand that action not be taken without a meeting.
Action under this procedure is taken only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted, and such action shall be effective only if and when the corporation has received a sufficient number of writings meeting the requirements of the preceding sentence, unless such writings specify a different effective date. Any director who has signed such a writing may revoke it by a writing signed, dated and stating that the prior vote is revoked, provided that the Corporation has received such written revocation before it has received the last writing necessary to effect the action. Any such writings may be delivered to the Corporation by electronically transmitted facsimile, email, or other form of wire or wireless communication in a form sufficient to inform the Corporation of the identity of the director, the vote, abstention, demand, or revocation of the director, and the proposed action to which such vote, abstention, demand, revocation relates. All actions taken under this procedure shall have the same effect as action taken at a meeting and may be stated as such in any document.
Section 15. Telephonic Meetings. The Board of Directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the Board of Directors or committee through the use of any
means of communication by which all directors participating in the meeting can hear one another during the meeting. A director participating in a meeting in this manner shall be deemed to be present in person at such meeting.
Section 16. Compensation. Members of the Board of Directors shall not receive compensation for serving in such office. The Corporation shall reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board.
ARTICLE IV – Officers
Section 1. Number; Qualification. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. Any individual may hold more than one office. The Board of Directors may elect such other officers as it may deem advisable, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors.
Section 2. Powers and Duties. The officers of the Corporation shall exercise and perform the respective powers, duties, and functions as are stated below and as may be assigned to them by the Board of Directors.
[a] The President shall be the chair and a member of the Board of Directors of the Corporation and shall preside at all meetings of the Board. The President shall also be the Chief Executive Officer of the Corporation and shall, subject to the general direction and control of the Board of Directors, have the general supervision, direction, and control over the business and affairs of the Corporation and its officers, agents, and employees. The President may sign, with the Secretary or any Assistant Secretary or any other proper officer of the Corporation designated by the Board of Directors, any deeds, leases, mortgages, deeds of trust, or other documents of conveyance or encumbrance of any real property owned by the Corporation. The President shall also perform all duties incident to the office of President and such other duties as may be assigned by the Board of Directors from time to time.
[b] In the absence or disability of the President, the Vice–President (or, if more than one, the Vice-Presidents in the order designated by the Board of Directors) shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice–President or Vice-Presidents shall have such other powers and perform such other duties as may from time to time be assigned to such person by the President or by the Board of Directors.
[c] The Secretary shall keep accurate minutes of the proceedings of the directors and of the Board of Directors and of any committees of the Board of Directors;
shall ensure that all notices are duly given in accordance with the provisions of these Bylaws; shall be custodian of the records and of the seal of the Corporation and shall attest the affixing of the seal of the Corporation when authorized by the Board of Directors; and shall perform such additional duties as are incident to such office and as may be assigned to such person by the Board of Directors or the President.
Assistant Secretaries, if any, shall have the same duties and powers subject to the supervision of the Secretary.
[d] The Treasurer shall be the principal finance officer of the Corporation; shall have the charge and custody of and be responsible for all funds and securities of the Corporation; shall deposit such funds in the name of the Corporation in such depositories as shall be designated by the Board of Directors; shall keep accurate books of account and records of financial transactions and the condition of the Corporation and shall submit such reports thereof as the Board of Directors may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the President or by the Board of Directors. The Treasurer shall make an annual financial report to the Corporation at the annual meeting of the Board of Directors. With the approval of the Board of Directors, the Treasurer shall be authorized to engage any firm of certified public accountants to assist him in the performance of any of the duties incident to the Treasurer's office.
Assistant treasurers, if any, shall have the same duties and powers subject to the supervision of the Treasurer.
Section 3. Selection and Terms of Offices. All officers of the Corporation shall be elected by the Board of Directors at its annual meeting and shall hold office for one year and until their successors shall have been elected and shall have qualified.
Section 4. Compensation. Officers may receive reasonable compensation for serving in such office. The Corporation shall reimburse any officer for all reasonable expenses incurred by such individual in connection with services rendered to or for the Corporation.
Section 5. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment such removal will serve the best interests of the Corporation.
Section 6. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification, or otherwise, of an officer elected or appointed by the Board of Directors may be filled by the Board of Directors for the unexpired portion of the term.
Section 7. Standards of Conduct for Officers. Officers shall observe the same standards of conduct as are applicable to members of the Board of Directors.
ARTICLE V – Contracts, Loan, and Deposits
Section 1. 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 2. Loans. No loans shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general if confined to a specific dollar limit determined from time to time by resolution of the Board of Directors and shall otherwise be confined to specific instances. No loan shall be made to any officer or director of the Corporation.
Section 3. Checks, Drafts, and Notes. All checks, drafts, or other orders for payment of money, notes, or other evidence 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 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation as soon as practicable in such banks, trust companies, or other custodians as the Board of Directors may select.
Section 5. Investment Managers. The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage, invest, and maintain the custody of the assets of the Corporation.
Section 6. Fiscal Year. The fiscal year of the Corporation shall end on _December 31st___ of each year.
ARTICLE VI – Property
The property of the Corporation, unless otherwise directed by donors, shall be held and applied in promoting the general purposes of the Corporation declared in its Articles of Incorporation. No real estate belonging to the Corporation shall be conveyed or encumbered except by authority of a majority vote of the Board of Directors of the Corporation. Any such conveyance or encumbrance of real estate shall be executed by the President of the Corporation in the name of the Corporation, and such instrument shall be duly attested and sealed by the Secretary or any Assistant Secretary of the
ARTICLE VII – Indemnification
Section 1. Definitions. For purposes of this Article:
[a] The terms “director or officer” shall include a person who, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the request of the Corporation if his duties to the Corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan. The term “director or officer” shall also include the estate or personal representative of a director or officer, unless the context otherwise requires.
[b] The term “proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.
[c] The term “party” includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding.
[d] The term “liability” shall mean any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding.
[e] When used with respect to a director, the phrase “official capacity” shall mean the office of director in the Corporation, and, when used with respect to a person other than a director, shall mean the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation, but in neither case shall include service for any foreign or domestic corporation or for any partnership, joint venture, trust, employee benefit plan, or other enterprise.
Section 2. General Provisions. The Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] conducted himself in good faith, [b] reasonably believed, in
the case of conduct in his official capacity with the Corporation, that his conduct was in the best interests of the Corporation, and, in all other cases, that his conduct was at least not opposed to the best interests of the Corporation, and [c] with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. However, no person shall be entitled to indemnification under this Section 2 either [a] in connection with a proceeding brought by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation or [b] in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his official capacity, in which he is ultimately adjudged liable on the basis that he improperly received personal benefit. Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith or otherwise failed to meet the standard of conduct set forth in this Section 2.
Section 3. Successful Defense on the Merits; Expenses. To the extent that a director or officer of the Corporation has been wholly successful on the merits in defense of any proceeding to which he was a party, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with such proceeding.
Section 4. Determination of Right to Indemnification. Any indemnification under Section 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in each specific case upon a determination that indemnification of the director or officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in such Section 2. Such determination shall be made [a] by the Board of Directors by a majority vote of a quorum of disinterested directors who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding, or [b] if such a quorum cannot be obtained, by the vote of a majority of the members of a committee of the Board of Directors designated by the board, which committee shall consist of two or more directors who are not parties to the proceeding (directors who are parties to the proceeding may participate in the designation of directors to serve on such committee), or [c] if such a quorum of the Board of Directors cannot be obtained or such a committee cannot be established, or even if such a quorum is obtained or such a committee is so designated, but such quorum or committee so directs, then by independent legal counsel selected by the Board of Directors in accordance with the preceding procedures. Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal
expenses shall be made by the body that selected such counsel.
Section 5. Advance Payment of Expenses; Undertaking to Repay. The Corporation shall pay for or reimburse the reasonable expenses (including attorneys’ fees) incurred by a director or officer who is a party to proceeding in advance of the final disposition of the proceeding if [a] the director or officer furnishes the Corporation a written affirmation of his good faith belief that he conducted himself in good faith, [b] the director or officer furnishes the Corporation with a written undertaking, executed personally or on his behalf, to repay the advance if it is determined that he did not conduct himself in good faith, which undertaking shall be an unlimited general obligation of the director or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment, and [c] a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.
Section 6. Other Employees and Agents. The Corporation shall indemnify such other employees and agents of the Corporation to the same extent and in the same manner as is provided above in Section 2 with respect to directors and officers, by adopting a resolution by a majority of the members of the Board of Directors specifically identifying by name or by position the employees or agents entitled to indemnification.
Section 7. Insurance. The Board of Directors may exercise the Corporation’s power to purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director or officer of the Corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 8. Nonexclusivity of Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person’s heirs, executors, and administrators.
ARTICLE VIII – Amendments
These Bylaws may be amended, altered, or repealed and new Bylaws may be adopted by a vote of two–thirds of the Standing Directors and a majority of the At Large Directors present at any meeting of the directors at which a quorum is present, and not otherwise, provided that notice of the proposed amendment, alteration, or repeal shall
have been delivered to each director of the Corporation with the notice of the meeting at which the proposed amendment, alteration, or repeal will be presented to the directors for action.
The above Bylaws were approved and adopted by the Board of Directors of IMERSA, Inc., on the 4th day of January, 2016.