U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
HLW Corporation
(Name of Small Business Issuer in its charter)
Minnesota 41-1661866
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
411 South Cedar Lake Road
Minneapolis, Minnesota 55405
(Address of principal executive office) (Zip Code)
Issuer's telephone number (612) 374-2468
Securities to be registered under Section 12(g) of the Act:
Common Shares
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(Agent for Service)
ITEM 1. DESCRIPTION OF BUSINESS
The Company has been in existence for several years, and has been in a
variety of businesses. At one time it was in the computer business and the name
was Computer Graphics, Inc. There was an intrastate offering of its stock in the
State of Minnesota while it was known as Computer Graphics, Inc. That business
was not successful and the Company became dormant.
The name was changed to Conminco, Inc. in the early 90s and the Company
was engaged in the mining business. That business was not successful either, and
the Company was again dormant from 1992 to the middle of 1996 when the Company
began to make plans for the present business.
The Grand National Council of Confederated Nations, a branch of the
Chippewa Tribe, by its Chief Albert L. LaFontain, has entered into a Contract
for Deed to purchase 17 acres of land located on Minnesota Highway 55 in the
town of Medina, Minnesota. The parcel of land has a building on it of about
9,000 square feet. The building and land need additional work on them before
they will be ready for business. The Company has estimated that it will need to
spend about $25,000 to clean and paint the building, and that it will require
about $50,000 to blacktop the parking area. The Tribe and the Company have
located slot and blackjack machines through a company in South Dakota, and it
will take another $25,000 to purchase the gaming machines.
The Grand National Council of Confederated Nations has entered into a
Management Agreement with the Company that provides that the Tribe will provide
the real estate and operate the gaming facility under its tribal authority, and
that the Company will provide the financing necessary and will provide
management services and advice to the Tribe. The parties will divide the net
proceeds of the facility, which is the payment of all expenses, excluding
salaries, 70% to the Tribe and 30% to the Company.
The Company's plans are to start the renovation of the building in the
near future, and to blacktop the parking lot in the spring of this year, after
the snow off of the area. It will then purchase the gaming machines and begin
business.
ITEM 2. PLAN OF OPERATION
The operations of the Company will be to assist the Grand National
Council of Confederated Nations in the operations of its gaming facility in
Medina, Minnesota.
The plan for the gaming facility is not to operate an elaborate casino,
as most of the others have done, but, instead, to have a low cost gaming
facility with slot machines and blackjack only in the Minneapolis suburb of
Medina, Minnesota.
There is one casino in the Minneapolis, St. Paul area, and two others
within easy driving distance, that is one to two hours drive. All three of them
are large elaborate casinos. The town of Medina is in the immediate metropolitan
area, and is about a 45 minute drive from downtown Minneapolis. The facility
operated by the Grand Council of Confederated Nations will be the second casino
in the immediate area.
ITEM 3. DESCRIPTION OF PROPERTY
The company owns no property at this time.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the information as to the ownership of
each person who owns of record, or is known by the Company to own beneficially,
more than five per cent of the Company's common stock, and the officers and
directors of the Company.
Name Shares Per cent
Albert LaFontain 1,500,000 18%
David DeZiel
Mr. DeZiel holds a warrant to purchase 1,500,000 shares of common stock for a
period of two years at $.10 per share. The warrant is not dilutive, not callable
and not cancellable.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The executive officers and directors of the company, with a brief
description are as follows:
Name Age Position
David DeZiel 61 CEO and Director
David DeZiel, age 61, CEO and Director. Mr. DeZiel has a B.S. degree
from the University of St. Thomas in business. He has operated as Creative
Investment Services Company, a business consulting company for more than the
past five years. He was formerly a director of the following public companies:
Satite, Inc., Northgate, Inc. and World Acceptance, Inc.
ITEM 6. EXECUTIVE COMPENSATION
There is no employee that was paid as much as $60,000 per year as
salary. There is no contract for the payment of a salary to any employee.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The company's common stock has not traded for several years.
There are 1062 holders of the common stock of the Company. There have
never been any dividends, cash or otherwise, paid on the common shares of the
Company.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The recent sales of unregistered securities are:
Name Date Shares Cost
Leonard Jones 3/96 75,000 $4,000
Charles Meili 8/96 55,000 $16,000
There was no underwriter on the sales of any of the securities, and no
commissions were paid. All sales were for cash.
The registrant believes that all transactions were transactions not
involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, since (a) each of the transactions involved the offering
of such securities to a substantially limited number of persons; (b) each person
took the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.
ITEM 11. DESCRIPTION OF SECURITIES
The Company has authorized 50,000,000 shares of common stock, no par
value. Each holder of common stock has one vote per share on all matters voted
upon by the shareholders. The voting rights are noncumulative so that
shareholders holding more than 50% of the outstanding shares on common stock are
able to elect all members of the Board of Directors. There are no preemptive
rights or other rights of subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the Company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes, Section 302A.521, contain an extensive
indemnification provision which requires mandatory indemnification by a
corporation of any officer, director and affiliated person who was or is a
party, or who is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a member, director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a member, director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, and against judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted, or failed to act, in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In some
instances a court must approve such indemnification.
ITEM 13. FINANCIAL STATEMENTS
Please see the attached Financial Statements.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Please see the attached Financial Statements
(b) Exhibits:
2.1 Articles of Incorporation, amendments and bylaws
6.1 Management Agreement
10 Opinion of counsel
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: February 21, 1997 HLW, Inc.
____/s/___________________________
David DeZiel, President
<TABLE>
<CAPTION>
HLW, CORPORATION
BALANCE STATEMENT
For years ending November 30, 1996, and November 30, 1995
FOR THE TWELVE MONTH PERIOD FOR THE TWELVE MONTH PERIOD
ENDING NOVEMBER 30, 1996 ENDING NOVEMBER 30, 1995
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash on Hand $ 0.00 $ 0.00
Other Receivables $ 0.00 $ 0.00
Inventory $ 0.00 $ 0.00
Prepaid Expenses $ 0.00 $ 0.00
Total Current Assets $ 0.00 $ 0.00
Fixed Assets
Equipment $ 0.00 $ 0.00
Leasehold Improvements
Total $ 0.00 $ 0.00
Less Accumilated Depreciation $ 0.00 $ 0.00
Total Fixed Assets $ 0.00 $ 0.00
Total Assets $ 0.00 $ 0.00
LIABILITIES AND STOCK HOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable $ 13,927.24 $ 13,927.24
Accured Payroll $ 0.00 $ 0.00
Affiliate Payables $ 0.00 $ 0.00
Current Liabilities $ 13,927.24 $ 13,927.24
Total Liabilities $ 13,927.24 $ 13,927.24
STOCKHOLDERS EQUITY
Common Stock No Par Value
8,189,936 shares issued
Paid in Capital $ 568,604.58 $ 568,604.58
Retained Earnings - Note 2 $ (582,531.82) $ (582,531.82)
Total Stockholders Equity $ (0.00 $ (0.00)
</TABLE>
Note 2. The company has not conducted business for this period in 1996 or 1995.
The company has an accumulated loss carry forward from 1993.
<TABLE>
<CAPTION>
HLW, CORPORATION
INCOME STATEMENT
For years ending November 30, 1996, and November 30, 1995
FOR THE TWELVE MONTH PERIOD FOR THE TWELVE MONTH PERIOD
ENDING NOVEMBER 30, 1996 ENDING NOVEMBER 30, 1995
<S> <C> <C>
REVENUES AMOUNT AMOUNT
Management Fees $ 0.00 $ 0.00
Other Income $ 0.00 $ 0.00
Total Revenues $ 0.00 $ 0.00
Cost of Sales $ 0.00 $ 0.00
Gross Profit $ 0.00 $ 0.00
Operating Expenses
Payroll and Related Expenses $ 0.00 $ 0.00
Payroll Taxes $ 0.00 $ 0.00
Bank Expenses $ 0.00 $ 0.00
Office related expenses $ 0.00 $ 0.00
Utilities $ 0.00 $ 0.00
Professional Services $ 0.00 $ 0.00
Total Operating Expenses $ 0.00 $ 0.00
Income (Loss) from Operations $ 0.00 $ 0.00
Other Expenses
Interest Expenses $ 0.00 $ 0.00
Management Fees $ 0.00 $ 0.00
Loss of discontinued business $ 0.00 $ 0.00
Leasehold improvements $ 0.00 $ 0.00
Total $ 0.00 $ 0.00
Net Income (Loss) before Taxes $ 0.00 $ 0.00
Income Tax
Federal Tax $ 0.00 $ 0.00
State Tax $ 0.00 $ 0.00
Total Income Tax
Net Income (Loss) - see Note 1 $ 0.00 $ 0.00
</TABLE>
Note 1. Company has not completed any business for the years 1995 and 1996.
They have not incurred any income or expenses.
<TABLE>
<CAPTION>
HLW, CORPORATION
CASH FLOW STATEMENT
For years ending November 30, 1996, and November 30, 1995
FOR THE TWELVE MONTH PERIOD FOR THE TWELVE MONTH PERIOD
ENDING NOVEMBER 30, 1996 ENDING NOVEMBER 30, 1995
CASH FLOW FROM OPERATING ACTIVITY
<S> <C> <C>
Cash received from sales $ 0.00 $ 0.00
Cash paid to suppliers $ 0.00 $ 0.00
Interest paid $ 0.00 $ 0.00
Net Cash Provided $ 0.00 $ 0.00
CASH FLOW FROM INVESTMENTS
Proceeds from sale of Assets $ 0.00 $ 0.00
Purchased fixed Assets $ 0.00 $ 0.00
Net Cash Used $ 0.00 $ 0.00
CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds from investment $ 0.00 $ 0.00
Net Proceeds $ 0.00 $ 0.00
Net Increase or decrease in cash $ 0.00 $ 0.00
</TABLE>
<TABLE>
<CAPTION>
HLW CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE TWO YEAR PERIOD ENDED NOVEMBER 30,1996
COMMON COMMON ADDITIONAL RETAINED
STOCK STOCK PAID IN EARNINGS
# OF SHARES AMOUNT CAPITAL (DEFICIT)
<S> <C> <C> <C> <C>
Balance at
November 30, 1994 13,373,609 -- $568,604.58 --
Common stock issuance
throughout period as of
August 31,1996 10,458,547 -- $ 0.00 --
Total Common Stock
Issued as of September 10, 1996 23,832,156 -- -- --
Balance of Stock as of
September 11, 1996 in 1/5 Split 4,766,433
Additional Common Stock
Issued October 15, 1996 3,000,000 -- $ 0.00 --
Net (Loss) -- -- -- $(582,531.82)
Balance at
November 30, 1996 7,766,433 -- 0.00 $(582,531.82)
</TABLE>
See accompanying auditor's notes.
HLW, CORPORATION
NOTES TO THE FINANCIAL STATEMENTS, NOVEMBER 30,1996
Note 1. BUSINESS ACTIVITY
Company has not completed any business for the years 1995 and 1996. They
have not incurred any income or expenses.
Note 2. LOSS CARRIED FORWARD
The company has not conducted business for this period in 1995 or 1996.
The company has an accumulated loss carry forward from 1993.
Note 3. STOCKHOLDERS EQUITY
COMMON STOCK ISSUED
The company has authorized 50,000,000 shares of which 7,766,433 are
outstanding. The loss per share for 1995 and 1996 is a -0.075 Cents
Loss for common share is computed by dividing the net loss by the number
of shares outstanding.
Note 4. CHANGE IN STOCKHOLDERS EQUITY
The company as of November 30,1994 had issued 13,360,555 of common stock
shares. During 1995 and 1996 the company issued 10,458,547 of common
stock shares. As of September 10,1996 the company elected to complete a
reverse split of its stock of one for five. As of September 11,1996 the
company had 4,766,433 of common stock outstanding. On October 15, 1996
the company issued an additional 3,000,000 shares of common stock.
There was no paid in capital during this time period, as stock was
traded for services rendered and stock issued to pay for company's
liabilities.
Total common stock issued as of November 30,1996 is 7,766,433 shares.
Exhibit 2.1
STATE OF MINNESOTA
DEPARTMENT OF STATE
To All To Whom These Presents Shall come, Greeting:
Whereas, Articles of Incorporation, duly signed and acknowledged under
oath, have been filed for record in the office of the Secretary of State, on the
3rd day of October, A.D. 1972 for the incorporation of
Infocorp, Inc.
under and in accordance with the provisions of the Minnesota Business
Corporation Act, Minnesota Statutes, Chapter 301,
Now, Therefore, ...[illegible]...
Infocorp, Inc.
is a legally organized Corporation under the laws of this State.
Witness my official signature hereunto
subscribed and the Great Seal of the State of
Minnesota hereunto affixed this third day of October
in the year of our Lord one thousand nine hundred and
seventy-two.
[signature]
Secretary of State
ARTICLES OF INCORPORATION
OF INFOCORP, INC.
The undersigned, being of full age, for the purpose of forming a
corporation under and pursuant to Chapter 301 of the Minnesota Statutes (the
Minnesota Business Corporation Act), as amended, hereby adopts the following
Articles of Incorporation:
ARTICLE 1 - NAME
1.1) The name of the corporation shall be Infocorp, Inc.
ARTICLE 2 - REGISTERED OFFICE
2.1) The location and post office address of the registered office of
the corporation in this state shall be 6950 Wayzata Boulevard, Minneapolis,
Minnesota 55426.
ARTICLE 3 - DURATION
3.1) The duration of the corporation shall be perpetual.
ARTICLE 4 - PURPOSES
4.1) The corporation shall have general business purposes and may
engage in any lawful activities.
ARTICLE 5 - CAPITAL STOCK
5.1) Authorized Shares. The total authorized number of shares of the
corporation shall be One Million (1,000,000) shares of Common Stock, with a par
value of One Cent ($.01) per share.
5.2) Issuance of Stock. The Board of Directors of the corporation is
authorized from time to time to accept subscriptions for, allot, issue, sell and
deliver shares of stock of any class of the corporation, including stock issued
as a stock dividend, to such persons, at such times and upon such terms and
conditions as the Board shall determine.
5.3) Issuance of Stock Rights. The Board of Directors is further
authorized from time to time to grant and issue rights to convert securities of
the corporation into shares of stock of the corporation of any class or classes,
options to purchase or subscribe for such shares of stock, and warrants to
purchase or subscribe for such shares of stock, and to fix the terms, provisions
and conditions of such rights, options or warrants, including the conversion
basis or bases and the option price or prices at which such shares may be
purchased or subscribed for.
ARTICLE 6 - RIGHTS OF SHAREHOLDERS
6.1) Preemptive Rights. No holder of any stock of the corporation shall
have any preemptive right to subscribe for or purchase his proportionate share
of any stock of the corporation now or hereafter authorized or issued.
6.2) Voting Rights. At each meeting of the shareholders and with
respect to any matter upon which the shareholders shall have a right to vote,
each holder of record of shares of Common Stock shall be entitled to one (1)
vote for each share of Common Stock so held. No shareholder shall have the right
to cumulate his votes for the election of directors and there shall be no
cumulative voting for any purpose whatsoever.
ARTICLE 7 - STATED CAPITAL
7.1) The amount of stated capital with which the corporation shall
begin business shall be at least One Thousand Dollars ($1,000).
ARTICLE 8 - DIRECTORS
8.1) Name. The name and post office address of the person constituting
the first Board of Directors is as follows:
John P. Mattox, III
108 - 2nd Street
Excelsior, Minnesota 55331
8.2) Number and Term. The management of the corporation shall be vested
in a Board of Directors. The number of directors shall be fixed by the Bylaws
and may be altered by amending the Bylaws but shall never be less than required
by law. The term of Office of each of the first directors shall be one (1) year
or until his successor shall have been elected and qualified, and thereafter the
term of office of each of the directors shall be fixed by the Bylaws.
ARTICLE 9 - BYLAWS
9.1) The Board of Directors is expressly authorized to make and alter
Bylaws of this corporation, subject to the power of the shareholders to change
or repeal such Bylaws and subject to any other limitations on such authority
provided by the Minnesota Business Corporation Act.
ARTICLE 10 - MISCELLANEOUS
10.1) Interested Directors. In the absence of fraud, no contract or
other transaction between the corporation and any other corporation, and no act
of the corporation, shall in any way be affected or invalidated by the fact that
any of the directors of the corporation are pecuniarily or otherwise interested
in, or are dorectors, or officers of, such other corporation; and, in the
absence of fraud, any director, individually, or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation; provided, in any
case, that the fact that he or such firm is so interested shall be disclosed or
shall have been known to the Board of Directors or a majority thereof; and any
director of the corporation who is also a director or officer of any such other
corporation or who is so interested may be counted in determining the existence
of a quorum at any meeting of the Board of Directors of the corporation which
shall authorize any such contract, act or transaction and may vote therat to
authorize any such contract or transaction, with like force and effect as if he
were not such director or officer of such other corporation or not so
interested.
10.2) Ratification by Shareholders. Any contract, act or transaction of
the corporation or of the directors may be ratified by a vote of a majority of
the shares having voting power at any meeting of shareholders and such
ratification shall, so far as permitted by law and by these Articles of
Incorporation, be as valid and as binding as though ratified by every
shareholder of the corporation.
ARTICLE 11 - MERGER; CONSOLIDATION AND SALE OF ASSETS
11.1) When and if authorized by the affirmative vote of the holders of
record of shares of Common Stock entitling them to exercise at least a majority
of the total voting power of all shareholders authorized under these Articles to
vote, the corporation may merge or consolidate into or with another corporation
or sell, lease, exchange or otherwise dispose of all or substantially all of its
property and assets, including its good will, upon such terms and conditions and
for such consideration (which may be money, stock, bonds or other instruments
for the payment of money or other property) as the Board of Directors shall deem
advisable.
ARTICLE 12 - AMENDMENT OF ARTICLES OF INCORPORATION
12.1) Reservation of Rights. The corporation reserves the right to
amend, alter, change or repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon shareholders herein are granted subject to this
reservation.
12.2) Amendment Procedure. Any amendment may be adopted by the
affirmative vote of the holders of record of shares of Common Stock entitling
them to exercise at least a majority of the total voting power of all
shareholders authorized under these Articles to vote, except as may be otherwise
prescribed by the Statutes of the State of Minnesota.
ARTICLE 13 - INCORPORATOR
13.1) The name and post office address of the incorporator are as
follows:
Lawrence Perlman
1460 Northwestern Bank Building
Minneapolis, Minnesota 55402
IN WITNESS THEREOF, the undersigned incorporator has hereunto set his
hand this 29th day of September, 1972.
In the Presence of:
[signatures]
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 29th day of September, 1972 before me a Notary Public within
and for said County, personally appeared Lawrence Perlman to me known to be the
person described in and who executed the foregoing instrument, and acknowledged
that he executed the same as his free act and deed.
(Notarial Seal) [signature]
Notary Public
K-39,81
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the within instrument was filed for record in
this office on the 3rd day of Oct. A.D. 1972 at 8 o'clock a.m. and was duly
recorded in Book K-39 of incorporations, on page 77.
[signature]
Secretary of State
DAVID ANDERSON
Certified Public Accountant
577 University Ave
St. Paul, MN 55103
612-224-7497
HLW Corporation
411 South Cedar Lake Road
Minneapolis, MN 55405
We have audited the accompanying balance sheet for HLW, Inc as of December 2,
1996 and the related statement of earnings, income and cash flows for the year
ending statement of November 30, 1995 and November 30, 1996.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HLW Corporation as of November
30, 1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
David Anderson, CPA
/s/ David Anderson
December 2, 1996
MANAGEMENT SERVICES AGREEMENT
Exhibit 6.1
WHEREAS, the Grand National Council of Confederated Nations (Grand) has
decided to open a gaming facility in Hamel, Minnesota; and
WHEREAS, HLW, Inc. (HLW) is desirous of entering into a management
services agreement with Grand to assist in the financing and operations of the
gaming facility in Hamel, Minnesota;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties agree as follows:
1. Grand shall secure real estate in Hamel, Minnesota under its Tribal
authority suitable for a gaming facility.
2. Grand agrees that it will operate the gaming facility under its
Tribal authority.
3. HLW agrees that it will provide the financing necessary for the
renovation of the real estate to operate a gaming facility.
4. HLW agrees that it will provide management services and advice to
Grand in to operation of the gaming facility, including, but not limited to, all
computer related services and operations.
5. The parties agree that the net proceeds of the operation of the
gaming facility, after payment of all necessary expenses, but not including
salaries of either party, shall be seventy per cent (70%) to Grand and thirty
per cent (30%) to HLW, in payment for the management services and advice of HLW.
6. The parties agree that they will agree upon the services of a
certified public accountant to prepare income statements monthly to ascertain
the net profits of the gaming facility, and that the profits will be divided as
stated in paragraph 5 on the first day of the month following the date of the
income statement.
7. The parties agree that the certified public accountant will prepare
audited financial statements for each fiscal year, and that any adjustments to
the monthly statements necessary will be made within one month following the
preparation of the audited statement.
8. It is the intent of the parties that this Agreement shall be in full
force and effect so long as the gaming facility in Hamel, Minnesota is in
operation. However, this Agreement may be terminated by either party upon ninety
days written notice to the other party. Grand, however, shall not be entitled to
termination of this Agreement unless it repays to HLW, on termination, all
monies advanced by HLW for the renovation of the real estate and the equipping
of the gaming facility.
9. The parties agree that this Agreement shall be construed under the
laws of the State of Minnesota. Grand agrees that because its Chief is also the
Judge of the Tribal Court it has a conflict of interest, and therefore waives,
by the execution of this Agreement, any claim that it may have of sovereign
immunity.
IN WITNESS WHEREOF, the parties have executed this Agreement this _8__
day of January, 1997.
GRAND NATIONAL COUNCIL OF CONFEDERATED NATIONS
By /s/ Al LaFontaine
-------------------------------------------
HLW, INC.
By /s/David DeZiel
-------------------------------------------
Exhibit 10
February 21, 1997
HLW Corporation
411 South Cedar Lake Road
Minneapolis, Minnesota 55405
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and, based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Minnesota, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results of operations, present or prospective, of the company or of its
properties or assets.
3. There is no liquidation preference for any shareholder, common or
preferred, all have the same standing in regard to liquidation.
Cordially,
/s/ CHARLES CLAYTON
CHARLES CLAYTON
STATE OF MINNESOTA
SECRETARY OF STATE
Certificate of Merger
I. Joan Anderson Growe, Secretary of State of Minnesota, do certify
that: An Agreement and Plan of Merger between the following corporations has
been approved pursuant to the procedures required by the chapter indicated. The
Agreement and Plan of Merger was filed in this office on this date. Each of the
merging corporations have been merged into the surviving corporation listed
below on the effective date listed below:
Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A
State of Incorporation and Names of Merging Corporations:
MN: CGI SUCCESSOR, INC.
MN: CONMINCO, INC.
State of Incorporation and Name of Surviving Corporation:
MN: CGI SUCCESSOR, INC.
Effective Date of Merger: 3/19/92
Name of Surviving Corporation After Effective Date of Merger:
CONMINCO, INC.
This Certificate has been issued on: 3/19/92
[SEAL] THE GREAT SEAL OF THE STATE OF MINNESOTA * 1933 *
/s/ Joan Anderson Growe
---------------------------------
Secretary of State.
ARTICLES OF MERGER
CGI SUCCESSOR, INC.
(Surviving Corporation)
Name to be changed to Conminco, Inc.
The undersigned, being the President and Secretary of each of the constituent
corporations to this merger do hereby certify that the following Plan of Merger
and restated Articles of Incorporation of the surviving corporation have been
duly adopted and approved by a vote of the shareholders of each corporation
pursuant to Section 302A.61 on the 24th day of September 1991.
PLAN OF MERGER
WHEREAS, CGI Successor, Inc., is a Minnesota corporation; and
WHEREAS, Conminco, Inc., is a Minnesota corporation; and
WHEREAS, the Board of Directors of each of the two corporations
(hereinafter collectively called the "constituent Corporations") have agreed
that it is in the best interests to undertake a statutory merger pursuant to
Minnesota Statutes 302A.611--
NOW, THEREFORE, be it resolved that the shareholders of Conminco, Inc.,
and CGI Successor, Inc. do hereby adopt the following Plan of Merger:
1. The names of the Constituent corporations are Conminco, Inc., and CGI
Successor, Inc.
2. The name of the surviving corporation is CGI Successor, Inc., the
name of which is hereby changed to Conminco, Inc.
3. The effective date of the merger shall be the date on which these
Articles and Plan of Merger are filed with the Secretary of the State of
Minnesota.
4. On the effective date the following persons shall become the Board of
Directors of the Surviving corporation and shall hold the following offices:
Jeffrey W. Lighthart - Chairman and President
Gregory M. Kilgore - Treasurer
Fred Hollender - Secretary
5. On the effective date, the Bylaws of the surviving corporation shall
be those of Conminco, Inc.
6. The shareholders of Conminco, Inc., shall receive shares of the
surviving corporation on a one-for-one basis.
7. All stock certificates heretofore issued to shareholders by either of
the constituent Corporations shall and may be considered to have merged into and
be superseded by the shares hereby granted, to be evidenced by the stock
certificate to be issued after the effective date of the merger.
8. The Articles of Incorporation of the surviving corporation shall be
restated as follows:
RESTATED ARTICLES OF INCORPORATION
OF
CONMINCO, INC.
The undersigned, President of CGI Successor, Inc. certifies that the
shareholders of Computer Graphics, Inc. pursuant to a Plan of Merger effective
as of the filing hereof, did properly adopt these Restated Articles of
Incorporation, thereby restating the Articles of Incorporation of the surviving
company (CGI Successor, Inc.) in their entirety, to supersede the original
Articles of Incorporation, and all amendments thereto, pursuant to the
provisions of Chapter 302A of the Minnesota Statutes and laws amendatory and
supplementary thereto.
ARTICLE I
The name of this Corporation shall be Conminco, Inc.
ARTICLE II
The location and post office address of this corporation's registered office in
this state shall be 226 South Cedar Lake Road Minneapolis, Minnesota 55405
ARTICLE III
A. The aggregate number of shares of stock that the corporation shall have
authority to issue is 50 million (50,000,000).
B. Shareholders of Common Stock and/or preferred stock shall not be entitled as
a matter of right, preemptive or otherwise, to subscribe or apply for the
purchase of or to receive any part of any unissued stock or other securities of
this corporation, or of any stock or other securities issued and thereafter
acquired by this corporation, except as provided herein.
ARTICLE IV
The management of this Corporation shall be vested in a Board of Directors.
ARTICLE V
The Authority to make and alter the Bylaws of this corporation is hereby vested
in the Board of Directors of this corporation to the full extent permitted by
law, subject, however, to the power of the shareholders of this corporation to
repeal or alter such Bylaws.
Authority is hereby conferred upon and vested in the Board of Directors of this
Corporation to accept or reject subscriptions for shares of its capital stock,
whether such subscriptions be made before or after its incorporation. The Board
of Directors shall have the authority to issue shares of stock and securities of
this corporation to the full amount authorized by these Restated Articles of
Incorporation, and shall have the authority to grant and issue rights to convert
securities of the corporation into shares of stock of the corporation, options
to purchase shares or securities convertible into shares, warrants, and other
such rights or options, and to fix the terms, provisions and conditions of
such rights, options and warrants, including the option price or prices at which
shares may be purchased or subscribed for and the conversion basis or bases of
such rights, options and warrants.
ARTICLE VI
A director of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (i) liability based on breach of duty of loyalty to the
corporation or the shareholders, (ii) liability for acts or omissions not in
good, faith or that involve intentional misconduct or knowing violation of law,
(iii) liability under Minn. Stat. 392A.559 or under Minn. Stat. 80A.23, (iv)
liability for any transaction from which the director derived an improper
personal benefit, (v) liability for any act or omission occurring prior to the
date this Article became effective. If Chapter 302A, the Minnesota Business
Corporation Act, hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Chapter
302A, the Minnesota Business Corporation Act. No amendment to or repeal of this
Article shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or omission
of such director occurring prior to such amendment or repeal.
ARTICLE VII
The shareholders of this corporation may, by a separate majority vote of each
class of shares issued and outstanding:
1. Authorize the Board of Directors to sell, lease, exchange or
otherwise dispose of all, or substantially all, of the property and assets,
including its goodwill, upon such terms and conditions and for such
consideration, which may be money, shares, bonds, or other instruments for the
payment of money or other property, as the Board of Directors deems expedient
and in the best interest of the corporation;
2. Amend the Articles of Incorporation of the corporation and;
3. Adopt and approve an agreement of merger or consolidation presented
to them by the Board of Directors.
ARTICLE VIII
In the absence of fraud, no contract or other transaction between the
corporation and any other corporation, and no act of the corporation, shall be
in any way affected or invalidated by the fact that any of the directors of the
corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation; and, in the absence of fraud, any
director, individually, or any firm in which any director may be a member, may
be a party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the corporation; provided, in any case, that the fact that he or
she or such firm is so interested shall be disclosed or shall have been known to
the Board of Directors or a director or officers of any such other corporation
who is also a director or officer of any such other corporation or is so
interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the corporation that shall authorize any
such contract, act or transaction, with full force and effect as if he or she
were not such director or officer of such other corporation, or not so
interested.
IN TESTIMONY WHEREOF, I have hereto set my hands this 10th day of October, 1991.
/s/ (signature illegible) /s/ (signature illegible)
- ----------------------------------- -----------------------------------
CGI Successor,Inc. Conminco,Inc.
BOARD APPROVAL
The undersigned, being the chairman of the Board of Directors of CGI,
Successor, Inc., does hereby certify that in a special meeting of the Board of
Directors of the corporation held on the 24th day of September, 1991 the
foregoing of Articles of Merger and Plan or Merger were duly adopted.
/s/ Fred Hollender
-----------------------------------
Fred Hollender
The undersigned, being the chairman of the Board of Directors of
Conminco, Inc., does hereby certify that in a special meeting of the Board of
Directors of the corporation held on the 24th day of September 1991 the
foregoing of Articles of Merger Plan or Merger were duly adopted.
/s/ Jeffrey Lighthart
-----------------------------------
Jeffrey Lighthart
SHAREHOLDER APPROVAL
The undersigned, Fred Hollender, the Chairman of the Board of CGI
Successor, Inc., does hereby certify that at a special meeting of the
shareholder of each of the two corporations held on the 24 day of September,
1991, the undersigned duly adopted the foregoing Plan of Merger and Article of
Merger.
/s/ Fred Hollender
-----------------------------------
Fred Hollender
The undersigned, Jeffrey Lighthart, the Chairman of the Board of
Conminco, Inc., does hereby certify that at a special meeting of the shareholder
of each of the two corporations held on the 24th day of September, 1992, the
undersigned duly adopted the foregoing Plan or Merger and Article of Merger.
/s/ Jeffrey Lighthart
-----------------------------------
Jeffrey Lighthart
[STAMP]
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
MAR 19 1992
JOAN ANDERSON GROWE
Secretary of State
D O M E S T I C C O R P O R A T I O N M A S T E R R E C O R D 169
TYPECODE DC CHAPTER 302A FILE/CHARTER NO. 2E-274
DATE INC. 10/03/1972 DURATION PERPETUAL DATE CURRENT NAME FILED 01/17/1997
HLW Corporation
REGISTERED OFFICE ADDRESS CITY ST ZIP
411 S Cedar Lake Rd Mpls MN 55405
AGENT NAME SHARES 5,000,000
ORIG. BOOK & PAGE K-39 77 ACTIVE STATUS DATE AS FILE NO.
ANNUAL REPORT NUMBERS 91221098 94201778 96170845
COMMENT
NAME SEARCH ,OHISTORY ,OSEARCH LIST ,OPR ,OA
HISTORY FOR HLW Corporation DC 2E-274
DATE FILED BP or LOC# TYP COMMENT
10/03/1972 K-39 77 OR 6950 Wayzata Blvd Mpls
CN Infocorp, Inc.
03/12/1974 DF 16055 RO 4940 Viking Dr Mpls
07/30/1979 B-51 471 CS
05/13/1983 M-59 968 RA 302A & 2535 25th Ave S Mpls 55406 & CS
M Inland, Inc. & Computer Graphics, Inc.
CN Computer Graphics, Inc.
NL COMPUTER GRAPHOLOGY AN-69055
10/08/1991 RI-642747 CN CGI SUCCESSOR, INC.
10/08/1991 RI-606772 RO
701 4th Ave S #600
Mpls MN 55415-
03/19/1992 RI-702867 CN CONMINCO, INC.
M CONMINCO, INC. 6M-47
01/10/1995 RI-73875 RO 411 S Cedar Lake Rd
Mpls MN 55405-
01/17/1997 RI-339876 CN HLW Corporation
BY-LAWS
OF
CONMINCO, INC.
ARTICLE I.
SHAREHOLDERS
Section 1.01 Place of Meeting. Each meeting of the shareholders shall be
held at the registered office of the corporation in the State of Minnesota or at
such other place within or without the State of Minnesota as may be designated
from time to time by the Board of Directors or by written consent of all the
shareholders entitled to vote thereat.
Section 1.02 Annual Meetings. There shall be annual shareholders'
meeting, the date, time and place of which shall be established annually by the
Board of Directors, but no later than six (6) months from the end of the fiscal
year. At each annual meeting the shareholders shall elect directors and may
transact any other business; provided, however, that no business with respect to
which special notice is required by law shall be transacted unless such notice
shall have been given.
Section 1.03 Special Meetings. A special meeting of the shareholders may
be called for any purpose or purposes at any time by the Chief Executive
Officer, by the Board of Directors or any two or more members thereof, or by one
or more shareholders holding not less than one-tenth (1/10) of the voting power
of the shareholders entitled to vote at the meeting. Upon request in writing by
registered mail or delivered in person to the Chief Executive Officer, Chief
Operating Officer or Secretary by any person or persons entitled to call a
meeting of the shareholders, it shall be the duty of such officer forthwith to
cause to be given to the shareholders entitled to vote thereat notice of a
meeting to be held at such time, not less than ten or more than sixty days after
receipt of such request, as such officer may fix.
Section 1.04 Adjournments. If any meeting of the share holders be
adjourned to another time or place, no notice as to such adjourned meeting need
be given other than by announcement at the meeting at which such adjournment is
taken.
Section 1.05 Notice of Meetings. Written notice of each meeting of the
shareholders, stating the time and place, and, in the case of a special meeting,
the purpose or purposes, shall be mailed at least ten days prior to the meeting
of each shareholder entitled to vote at the meeting at his address appearing on
the books of the corporation.
Section 1.06 Waiver of Notice. Notice of the time, place and purpose or
purposes of any meeting of the shareholders may be waived in writing by any
shareholder. Such waiver may be given before or after the meeting and shall be
filed with the Secretary or entered upon the records of the meeting.
Section 1.07 Quorum. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting of the shareholders
shall be necessary to constitute a quorum. Any meeting may be adjourned from
time to time. The shareholders present at a duly called or held meeting at which
a quorum of shareholders is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 1.08 Voting Rights. Each shareholder of record of voting shares,
or his legal representative, at the date fixed for the determination of the
persons entitled to vote at a meeting of the shareholders, or, if no date has
been fixed, then at the date of the meeting, shall be entitled at such meeting
to one vote for each voting share standing in his name on the books of the
corporation.
Section 1.09 Record Date. The Board of Directors may fix a time not
exceeding 60 days preceding the date of any meeting of the shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting, and in such case only shareholders of record on the date
so fixed or their legal representatives, shall be entitled to notice of and to
vote at such meeting, notwithstanding any transfer of any shares on the books of
the corporation after any shares on the books of the corporation after any
record date so fixed. The Board may close the books of the corporation against
transfers of shares during the whole or any part of such period.
Section 1.10 Proxies. A shareholder may cast his vote in person or by
proxy. The appointment of a proxy shall be in writing filed with the Secretary
at or before the meeting.
Section 1.11 Action Without a Meeting. Any action which may be taken at
a meeting of the shareholders may be taken without a meeting if authorized by a
writing or writings signed by all of the shareholders who would be entitled to
notice of a meeting for such purpose.
ARTICLE II
Directors
Section 2.01 Number; Qualifications. The business of the corporation
shall be managed by a board of not less than three directors, but not to exceed
seven directors, except if the number of sharesholders is fewer than three, then
by not fewer directors than there are shareholders. Directors need not be
shareholders.
Section 2.02 Term. Directors shall be elected at each annual meeting of
the shareholders, and each director shall be elected to hold office until his
successor is elected and has qualified.
Section 2.03 Vacancies. Any vacancy on the Board of Directors occurring
by reason of resignation, death or termination or increase in the number of
directors may be filled by the affirmative vote of a majority of the remaining
directors in case of resignation, death or termination, and by a two-thirds
(2/3) vote of directors for newly created directorships, or by election at a
meeting of shareholders. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, or until the next meeting
of shareholders for the purpose of electing directors, and until a successor is
duly elected and qualified.
Section 2.04 Place of Meetings. Each meeting of the Board of Directors
shall be held at the registered office of the corporation in the State of
Minnesota or at such other place within or without the State of Minnesota as may
be designated from time to time by a majority of the members of the Board.
Section 2.05 Annual Meetings. An annual meeting of the Board of
Directors for the election of officers and the transaction of any other business
shall be held in each year without notice at the place and immediately after the
annual meeting of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of
Directors may be called for any purpose or purposes at any time by the Chief
Executive Officer or by any two or more members of the Board. Upon request in
writing by registered mail or delivered in person to the Chief Executive
Officer, Chief Operating Officer or Secretary by any two or more members of the
Board, it shall be the duty of such officer forthwith to cause to be given to
the directors notice of a meeting to be held at a time not less than five nor
more than ten days after receipt of request, as such officer may fix.
Section 2.07 Notice of Special Meetings. Three days' notice shall be
given to each director of the time and place of each special meeting of the
Board of Directors. Any director may, in writing, either before or after the
meeting, waive notice thereof; and, without notice, any director by his
attendance at and participation in the action taken at a meeting shall be deemed
to have waived notice thereof.
Section 2.08 Quorum. The presence in person by attendance or otherwise
as may be permitted by law of a majority of the Board of Directors shall be
necessary to constitute a quorum for the transaction of business. The acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board.
Section 2.09 Executive Committee. The Board of Directors may, by
unanimous affirmative action of the entire Board, designate three or more of
their number to constitute an Executive Committee, which, to the extent
determined by unanimous affirmative action of the entire Board, shall have and
may exercise the authority of the Board in the management of the business of the
Corporation. Any such Executive Committee shall act only during the intervals
between meetings of the Board and shall be subject at all times to the control
and direction of the Board.
Section 2.10 Action in Writing. Any action which may be taken at a
meeting of the Board of Directors or of the Executive Committee may be taken
without a meeting if authorized by a writing or writings signed in accordance
with the Articles of this corporation.
ARTICLE III
Section 3.01 Election; Qualifications. The offices of the corporation
shall be a Chief Executive Officer, a Chief Operating Officer, a Chief Financial
Officer and a Secretary, who shall be elected annually by the Board of Directors
at the annual meeting of the Board, together with such other officers as may be
designated from time to time by the Board. Any two offices may be held by the
same person.
Section 3.02 Chief Executive Officer. The Chief Executive Officer shall
be a director, but shall hold office until his successor is elected
notwithstanding an earlier termination of his office as director. He shall have
overall control of the management of the business of the corporation and shall
supervise the other officers.
Section 3.03 Chief Operating Officer. The Chief Operating Officer shall
be a director, but shall hold office until his successor is elected,
notwithstanding an earlier termination of his office as director. The Chief
Operating Officer shall have general and active management of the business of
the corporation. He shall perform the duties of the Chief Executive Officer in
his absence or disability.
Section 3.04 Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and shall record or
cause to be recorded all proceedings thereof in a book to be kept for that
purpose, and shall have custody of and maintain the corporate seal. He shall
give or cause to be given notice of all meetings of the shareholders and all
meetings of the Board of Directors.
Section 3.05 Assistant Secretary. The Assistant Secretary shall, in the
absence of the Secretary, perform the duties and exercise the powers of the
Secretary, and shall perform such other duties as may be assigned by the Board
of Directors.
Section 3.06 Chief Financial Officer. The Chief Financial Officer shall
have the care and custody of the funds and securities of the corporation. He
shall keep full and accurate account of receipts and disbursements in books
belonging to the corporation and shall cause all monies of the corporation to be
deposited in the name and to the credit of the corporation in such depositories
as may be designated from time to time by the Board of Directors. He shall
render to the Chief Executive Officer and to the Board, when it so requires, an
account of all his transactions as Chief Financial Officer and of the financial
condition of the corporation. If required by the Board, he shall execute and
deliver to the corporation a bond in such amount, with such sureties and upon
such conditions as shall be approved by the Board; provided, however, that the
corporation shall pay the cost of such bond. If one or more Assistant Chief
Financial Officers is designated by the Board, the Chief Financial Officer may
delegate thereto any of the foregoing duties.
Section 3.07 Authority and Duties. In addition to the foregoing
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties, in the management of the business of the
corporation as may be designated from time to time by the Board of Directors.
Section 3.08 Term. All officers of the corporation shall hold office
until their respective successors are chosen and have qualified. Any officer may
be removed by the Board of Directors with or without cause.
Section 3.09 Salaries. The salaries of all officers of the corporation
shall be fixed by the Board of Directors or by the Chief Executive Officer if
authorized by the Board. The fact that any officer is a director shall not
preclude him from receiving a salary or from voting upon a resolution
authorizing the same.
ARTICLE IV
Indemnification
Section 4.01 All officers and directors of this corporation shall be
indemnified by the corporation to the full extent permitted by Minnesota law.
ARTICLE V
Capital Stock
Section 5.01 Issuance of Stock. The capital stock, including both
authorized but previously unissued shares, as well as treasury shares may be
issued for such consideration, not less than the par value thereof in the case
of shares having par value, as shall be fixed from time to time by the Board of
Directors.
Section 5.02 Transfer of Shares. The shares of the corporation shall be
transferable on the books of the corporation only upon surrender of each
certificate representing the same, properly endorsed by the registered holder or
by his duly authorized attorney, or with separate written assignment
accompanying the certificate.
Section 5.03 Certificate of Stock. The shares of the corporation shall
be represented by certificates numbered and registered in the order in which
issued and signed by the Chief Executive Officer or any Chief Operating Officer
or any Chief Operating Officer and by the Secretary or any Assistant Secretary
or the Chief Financial Officer or any Assistant Chief of the corporation and
shall be sealed with the seal of the corporation, if any, and all such
signatures and the seal, if any, may be by facsimilies thereof. The certificates
shall be in a form as shall be approved by the Board of Directors.
Section 5.04 Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and registrar and may require that all stock
certificates bear the countersignature of said transfer agent and registrar.
Section 5.05 Declaration of Dividends. The Board of Directors shall have
the authority to declare dividends upon the shares of the corporation to the
extent permitted by the Articles of Incorporation and by law.
Section 5.06 Record Date. The Board of Directors may fix a time not
exceeding 40 days preceding the date fixed for the payment of any dividend, as a
record date for the determination of the shareholders entitled to receive
payment of such dividend, and in such case only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividend,
notwithstanding any transfer of any shares on the books of the corporation after
any record date so fixed. The Board may close the books of the corporation
against transfers of shares during the whole or any part of such period.
Section 5.07 Lost Certificates. Any person claiming a certificate of
stock to be lost, stolen, or destroyed shall furnish an affidavit of such fact
and shall furnish an appropriate bond of indemnity in form, substance, amount
and with surety satisfactory to legal counsel for the corporation in which bond
the corporation and the transfer agent and registrar shall be named as obligees.
ARTICLE VI
Miscellaneous
Section 6.01 Instruments. All deeds, mortgages, notes, checks,
contracts, and other instruments shall be signed on behalf of the corporation by
the Chief Executive Officer or by such other person or persons as may be
designated from time to time by the Board of Directors.
Section 6.02 Corporate Seal. The Board of Directors may adopt a seal of
this corporation which shall be a circular embossed seal having inscribed
thereon the name of the corporation and the following words:
"Corporate Seal Minnesota".
Section 6.03 Notices. Whenever under the provisions of statutes or of
the Articles of Incorporation or of these By-Laws, notice is required to be
given to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing by mail, addressed to such
director or shareholder at such address as appears on the share register or
books of the corporation, and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
Section 6.04 Amendments. The Board of Directors shall have authority to
make or alter the By-Laws of the corporation subject to the power of the
shareholders to change or repeal the same; provided, however, that the Board of
Directors shall not make or alter any By-Law fixing the number, qualifications,
classification or term of office of directors, except the Board may make or
alter any By-Law to increase their number.
