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Exhibit 3
CURRENT
BYLAWS
OF
MID-AMERICAN ALLIANCE CORPORATION
ARTICLE I.
MEETING OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of the Shareholders for the
election of Directors and for the transaction of such other business as properly
may come before such meeting shall be held on the ____________ of ____________
of each year.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Shareholders may
be called at any time by the President or a majority of the Board of Directors
and shall be called by the President upon written request of Shareholders of
record holding in the aggregate more than one-half (1/2) of the outstanding
shares of stock in the Corporation entitled to vote. Such written request shall
state the purpose of the meeting and be delivered to the President.
SECTION 3. PLACE OF MEETING. Annual meetings of the Shareholders shall
be held at the registered office of the Corporation in Jefferson City, Missouri,
or at such other place within or without the state of Missouri as shall be
provided for in written, printed or published notices. Special meetings of the
Shareholders shall be held at such place, within or without the state of
Missouri as shall be specified in the respective notices or waiver of notice.
SECTION 4. NOTICE OF MEETING. Written or printed notices of each
meeting of Shareholders stating the place, day, and hour of the meeting, and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered or given not less than ten (10) nor more than thirty
(30) days before the date of the meeting, either personally or by mail, by or at
the direction of the President or the Secretary to each Shareholder of record
entitled to vote at such meeting. Such additional notice shall be given as may
be required by law.
SECTION 5. QUORUM. Except as otherwise provided by statute, the
presence at any meeting, in person, of the holders of record of a majority of
the shares then issued and outstanding and entitled to vote shall be necessary
and sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, a majority in interest of the Shareholders entitled to
vote, present in person, may adjourn the meeting from time to time for a period
not exceeding twenty (20) days in any one case. At any adjourned meeting at
which a quorum may be present, any business may be transacted which might have
been transacted at a meeting as originally called.
SECTION 6. VOTING. Except as otherwise provided by statute or by the
Articles of Incorporation, and subject o the provisions of the Bylaws, each
Shareholder shall at every meeting of the Shareholders be entitled to one vote
in person for each share of the capital stock held by such stockholder.
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There shall be no cumulative voting wherein no Shareholder shall have
the right to cast as many votes in the aggregate as shall equal the number of
votes held in the corporation, multiplied by the number of Directors to be
elected at the election.
At all meetings of Shareholders, except as otherwise required by
statute, by the Articles of Incorporation, or by these Bylaws, all matters shall
be decided by the vote of a majority in interest of the Shareholders entitled to
vote, present in person or by proxy.
SECTION 7. TREASURY STOCK. Shares of the capital stock of the
Corporation belonging to the Corporation shall not be voted directly or
indirectly.
SECTION 8. PROXIES. Proxies shall be in writing and signed by the
Shareholder executing them. No Proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise specifically provided in the
proxy.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS, NUMBER, TERM OF OFFICE, AND QUALIFICATION.
The property and business of the Corporation shall be controlled and managed by
its Board of Directors. The Board of Directors shall consist of not less than
nine (9) to not more than thirteen (13) Directors as determined by the Board,
who shall hold office for the term of one year. The Director shall be elected by
ballot by the Shareholders at each annual meeting, to hold office until the next
annual meeting and until their successors are elected and qualify.
SECTION 2. QUORUM. A quorum at all meetings of the Board of Directors
shall consist of a majority of the full Board of Directors.
SECTION 3. VACANCIES. Any vacancy in the Board of Directors caused by
resignation or death may be filled by a majority of the remaining Directors at
any regular meeting of the Board or at a meeting called for that purpose. Any
person who chosen as a Director shall hold office until the next annual meeting
of Shareholders or until his successor is elected and qualified.
SECTION 4. SALARIES OR OTHER COMPENSATION. No salary shall be paid to
Directors for their services to the Corporation as such. Nothing herein
contained, however, shall be construed to prohibit or prevent any Director from
receiving (1) compensation for his services to the Corporation in any capacity
other than as a Director, and (2) a Director's fee for attendance at each
regular or special meeting of the Board, when such fee has been authorized by
the Board.
ARTICLE III.
MEETING OF THE BOARD OF DIRECTORS
SECTION 1. ANNUAL MEETINGS. The Board of Directors shall meet for the
appointment of Officers and for the transaction of any other business as soon as
practicable after the adjournment of the annual meeting of the Shareholders, and
other regular meetings of the Board shall be held at such times as the Board
may, by resolution, from time to time determine. No notice need be given of
regular meetings of the Board.
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SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President or Secretary or by a majority of the members of
the Board upon not less than five days written or printed notice served
personally on each Director, or mailed to his address upon the books of the
Company.
SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors,
whether annual or special, shall be at the registered office of the Corporation
in Jefferson City, Missouri, or at such other place within or without the State
of Missouri, as shall be provided for in the resolution or notice calling for
such meeting.
SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting shall be the act of the Board of
Directors except as may be otherwise specifically provided by the statute, by
the Articles of Incorporation, or by these Bylaws.
ARTICLE IV.
OFFICERS
SECTION 1. NUMBER. The Officers of the Corporation shall consist of a
President, a Secretary and a Treasurer. The Board of Directors may also elect a
Chairman of the Board, additional Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Officers
designated in Section 1 of this Article shall be chosen annually by the Board of
Directors and shall hold office until their successors are elected and qualify.
Failure to elect an Officer annually does not dissolve the Corporation.
SECTION 3. REMOVAL OF OFFICERS. The Board of Directors may at any
meeting specifically called for the purpose, by a majority of their number,
remove from office any Officer of the Corporation.
SECTION 4. VACANCIES. Vacancies among the Officers created by any cause
shall be filled for the unexpired portion of the term in the manner provided for
at meetings held for the election of the officer to such office.
SECTION 5. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be the senior office of the Corporation. He shall preside at meetings of the
Board of Directors and of the Shareholders, and, subject to the direction and
control of the Board of Directors, he shall direct the policy and management of
the Corporation. In the absence of the Chairman of the Board, the President
shall have and may exercise all of the powers of the Chairman.
SECTION 6. THE PRESIDENT. Unless and until the Board of Directors shall
have elected a Chairman of the Board, the President shall be the Chief Executive
Officer of the Corporation, and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the business
affairs and property of the Corporation, and control over its Officers, agents
and employees; shall preside at all meetings of the Shareholders and of the
Board of Directors at which he is present, and shall do and perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these Bylaws or by the Board of Directors. In
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the event a Chairman of the Board shall have been elected, the President shall
have and may exercise all of the powers of the Chairman in the absence of the
Chairman.
SECTION 7. THE VICE PRESIDENT. At the request of the President or in
the event of his absence or disability, the Executive Vice President, or in the
event of the absence or disability of the Executive Vice President, then the
person designated as a Second Vice President, and when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the President. Each
Vice President shall have such powers and discharge such duties as may be
assigned to him from time to time by the Board of Directors.
SECTION 8. THE SECRETARY. The Secretary shall (a) record all the
proceedings of the meeting of the Corporation, Shareholders and Directors in a
book to be kept for that purpose; (b) have charge of the stock book or ledger,
an original or duplicate of which shall be kept in the office of the Secretary;
(c) maintain a complete list of all Shareholders entitled to vote at
Shareholders' meetings and have said list available for inspection by any
Shareholder who may be present at such meetings; (d) act as custodian of the
records of the Corporation and the Board of Directors, and of the seal of the
Corporation, and see that the seal is affixed to all stock certificates prior to
their issuance and to all documents the execution of which on behalf of the
Corporation shall have been duly authorized; (e) see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept and filed; and (f) in general, perform all
duties and have all powers incident o the office of Secretary and perform such
other duties and have such other powers as may from time to time be assigned to
him by these Bylaws and amendments thereto or by the Board of Directors or the
President.
SECTION 9. THE TREASURER. The Treasurer shall (a) have supervision of
the funds, securities, receipts and disbursements of the Corporation; (b) cause
all moneys and other valuable effects of the Corporation to be deposited in its
name and to its credit in such depositories as shall be selected by the Board of
Directors or pursuant to authority conferred by the Board of Directors; (c)
cause to be kept at the account office of the Corporation correct book of
account, proper vouchers and other papers pertaining to the Corporation's
business; (d) render to the President or the Board of Directors, whenever
request, an account of the financial condition of the Corporation and of his
transactions as Treasurer, and (e) in general, perform all duties and have all
powers incident to the office of Treasurer and perform such other duties and
have such other powers as from time to time may be assigned to him/her by these
Bylaws or by the Board of Directors or the President.
SECTION 10. THE ASSISTANT TREASURERS. The Assistant Treasurers, in
order of the authority, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall perform
such other duties as the Board of Directors, the President or the Executive Vice
President shall prescribe.
SECTION 11. SALARIES. The salaries or other compensation of all
officers shall be fixed by the Board of Directors, and may be changed from time
to time by a majority vote of the Board.
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ARTICLE V.
EXECUTION OF INSTRUMENTS
SECTION 1. EXECUTION OF INSTRUMENTS GENERALLY. All documents,
instruments or writings of any nature shall be signed, executed, verified,
acknowledged and delivered by such Officer or Officers or by such agent or
agents of the Corporation and in such manner as the Board of Directors from time
to time may determine.
SECTION 2. CHECKS, DRAFTS AND LIKE INSTRUMENTS. All notes, drafts,
acceptances, checks, endorsements, and all evidence of indebtedness of the
Corporation whatsoever, shall be signed by s8uch Officer or Officers or by such
agent or agents of the Corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements on instruments for deposit to the
credit of the Corporation in any of its duly authorized depositories shall be
made by rubber stamp of the Corporation or in such other manner as the Board of
Directors may from time to time determine.
ARTICLE VI.
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock shall be in
such form as shall, in conformity with law, be prescribed from time to time by
the Stockholders or by the Board of Directors. A certificate of stock shall be
furnished each Shareholder, signed in the name of the Corporation by the
President or Vice President and the Secretary or Assistant Secretary.
SECTION 2. TRANSFER OF SHARES OF STOCK. Shares shall be transferred
only on the books of the Corporation and by assignment to the Corporation by the
owner thereof, his legally constituted attorney-in-fact, or his legal
representatives, upon surrender and canceling of the certificate or certificates
therefore.
SECTION 3. LOST CERTIFICATES. In the event a certificate of stock is
lost, the Corporation may issue a new certificate upon there being pledged with
is a good and sufficient bond to indemnify the Corporation against the claims of
any person in whose hands the certificate may fall.
SECTION 4. SALE OF STOCK RETURNED TO CORPORATION. In the event stock is
returned to the Corporation and the owner or his representative has been paid
therefore, the Directors of the Corporation shall be vested with authority to
resell the said stock at is par value to such person as may be selected by said
Board of Directors.
ARTICLE VII.
DIVIDENDS
Dividends, shall be declared by action of the Directors of the
Corporation shall be paid in cash, in property or in shares of the capital stock
of the Corporation at par. No dividend shall be declared or paid unless the
financial condition of the Corporation is such, under the laws of the State of
Missouri, as to justify and warrant such action.
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ARTICLE VIII.
CORPORATION SEAL
The corporate seal of the Corporation shall be in the form of a circle4
and shall bear the name of the Corporation as well as the words "Corporate
Seal."
ARTICLE IX.
FISCAL YEAR
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall extend from the first day of
January until the last day of December, both dates inclusive.
ARTICLE X.
AMENDMENTS
These Bylaws may be altered, amended or repealed by the Board of
Directors at any meeting of the Board of Directors called for that purpose.
ARTICLE XI.
MISCELLANEOUS
SECTION 1. WAIVER OF NOTICE. Whenever under the provisions of these
Bylaws or any of the corporate laws, the Shareholders, Noteholders or Directors
are authorized to hold any meeting after notice or after the lapse of any
prescribed period of time, such meeting may be held without notice and without
such lapse of time, if a written waiver of such notice to be signed by every
person entitled to notice to be signed by every person entitled to notice and
filed with the Secretary of the Company, whether before or after the time of
such meeting, be made.
SECTION 2. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Every present or
former officer or director of this Corporation shall be entitled to
indemnification or reimbursement from the Corporation to the full extent
permitted by applicable laws, for his damages and so much of his expenses of
defense of any suit or action, criminal or civil, seeking to establish such
officer's or director's liability to the Corporation arising out of his alleged
dereliction of duty to the Corporation.
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11:49
09/07/97 11:03
1. Of the 4,652,500 shares outstanding, 4,652,500 of such shares were entitled
to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
CLASS NUMBER OF OUTSTANDING SHARES
Common Stock 4,652,500
5. The number of 5hares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Comon Stock 2,567,012 0
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
$1,500,000
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without pair value as are to be presently issued are:
Not Applicable
7. If the amendment provides for an exchange, reclassification, or cancellation
of issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction sball be effected
Not Applicable
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IN WITNESS WHEREOF, the undersigned. Harold D. Woodward
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has executed this instrument and its
vim Fmideni
Chris J. Haas has affixed its corporate seal hereto and
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SECRETARY OR ASSISTANT SECRETARY
Attested said seal on the 8th day of September 1997
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Place
CORPORATE SEAL
HERE
(If no seal, state "None.")
NONE Mid-American Alliance Corporation
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Nwm Di Conoluen
Attest:/s/Chris J. Haas /s/ D. Woodward
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FILED AND CERTIFICATE
ISSUED SEP 10 1997
STATE OF Kentucky }
-------- } SS. /s/Rebecca McDowell Cook
County of Fayette }
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SECRETARY OF STATE
Barbara Lynn Basinger a Notary Public, do hereby certify
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that On this 8th Day of September , 1997, personally appeared before me
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Chris J. Haas who, being by me first duly , declared that he is the Secretary
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OF Mid-American Alliance Corporation
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that he signed the foregoing documents as Secretary of the corporation. and
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that the statements therein contained are true
/s/ Barbara Lynn Basinger
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NOTARY PUBLIC
(NOTARIAL Seal)
My commission expires July 30, 2000
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STATE OF MISSOURI ) ss
)
COUNTY OF COLE )
I, Judy G. Mason, a Notary Public, do hereby certify that on this 9th
day of September, 1997, personally appeared before me Harold D. Woodward who,
being by me first duly sworn, declared that he is the President of Mid-American
Alliance Corporation, that he signed the foregoing documents as President of the
corporation, and that the statements therein contained are true.
/s/Judy G. Mason, Notary Public
My commission expires: March 11, 1999
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P-02/04
SEP-08-1997 11:03 573 634 4526
INGLISH & MONACO STATE OF MISSOURI
[SEAL of the Secretary of State Missouri]
REBECCA MCDOWELL COOK., SECRETARY OF STATE
P.O. BOX 778, JEFFERSON CITY, MO. 65102
CORPORATION DIVISION
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
I. THE PRESENT NAME OF THE CORPORATION IS Mid-American Alliance Corporation
---------------------------------
- THE NAME UNDER WHICH IT WAS ORIGINALLY ORGANIZED WAS
Mid-American-Alliance Corporation
---------------------------------
2. An amendment to THE Corporation's ARTICLES OF Incorporation WAS ADOPTED BY
the SHAREHOLDERS ON
September 8 ,1997.
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Article Number 3 (A) - is amended to read as FOLLOWS:
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The aggregate number, class and par value of shares which the Corporation shall
have authority to issue shall be Fifteen Million (15,000,000) shares of Common
Voting Stock with a par value of Ten Cents ($0.10) per share and Six Hundred
Forty Thousand (640,000) shares of Convertible, Callable Preferred Stock with a
par value of Five Dollars ($5.00) per share.
(If more than one article is to be amended or more space is needed attach fly
sheet.)
