SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
USURF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-1346591
(State of incorporation (Employer Identification No.)
or organization)
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, American Stock Exchange
$.0001 par value
per share
Securities to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Registrant consists of One Hundred
Million (100,000,000) shares of Common Stock, $.0001 par value per share. As
of the date hereof, there were 12,259,977 shares of Registrant's Common Stock
outstanding.
Each share of Common Stock is entitled to one (1) vote at all meetings of
shareholders. All shares of Common Stock are equal to each other with respect
to liquidation rights and dividend rights. There are no preemptive rights to
purchase any additional shares of Common Stock. The Articles of Incorporation
of the Company prohibit cumulative voting in the election of directors. The
absence of cumulative voting means that holders of more than 50% of the shares
voting for the election of directors can elect all directors if they choose to
do so. In such event, the holders of the remaining shares of Common Stock
will not be entitled to elect any director. A majority of the shares entitled
to vote, represented in person or by proxy, constitutes a quorum at a meeting
of shareholders. In the event of liquidation, dissolution or winding up of
the Company, holders of shares of Common Stock will be entitled to receive, on
a pro rata basis, all assets of the Company remaining after satisfaction of
all liabilities.
On January 29, 1999, David W. Loflin, Waddell D. Loflin, Julius W. Basham,
David W. Brown and Wm. Kim Stimpson entered into a Voting Agreement, whereby
all of such persons are required to vote all shares owned by them for David M.
Loflin, Waddell D. Loflin and Julius W. Basham in all elections of directors
of the Company, for a period of five years. Currently, 5,840,903 shares are
subject to this voting agreement.
Item 2. Debt Securities to be Registered.
Not Applicable.
Item 3. Other Securities to be Registered.
Not Applicable
Item 4. Exhibits.
1.1 Specimen Common Stock Certificate.
2.1 Articles of Incorporation of Registrant.
2.2 Amendment to Articles of Incorporation effecting
a name change of Registrant from "Media
Entertainment, Inc." to "Internet Media
Corporation".
2.3 Amendment to Articles of Incorporation effecting
a name change of Registrant from "Internet Media
Corporation" to "USURF America, Inc."
2.4 Bylaws of Registrant.
2.5 Bylaws of Executive Committee of the Board
of Directors of Registrant.
2.6 Voting Agreement, dated as of January 29, 1999.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: October 8, 1999.
USURF AMERICA, INC.
By: /s/ David M. Loflin
David M. Loflin
President
<PAGE>
Index of Exhibits
Exhibit No. Description
1.1 Specimen Common Stock Certificate.
2.1 Articles of Incorporation of Registrant.
2.2 Amendment to Articles of Incorporation
effecting a name change of Registrant
from "Media Entertainment, Inc." to
"Internet Media Corporation".
2.3 Amendment to Articles of Incorporation
effecting a name change of Registrant
from "Internet Media Corporation" to
"USURF America, Inc."
2.4 Bylaws of Registrant.
2.5 Bylaws of Executive Committee of Board
of Directors of Registrant.
2.6 Voting Agreement, dated as of January 29, 1999.
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EXHIBIT 1.1
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<FACE OF SPECIMEN COMMON STOCK CERTIFICATE>
USURF AMERICA, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
COMMON STOCK
CUSIP No. 91732M 10 5
Number See Reverse for
Certain Definitions
This certificate is transferable in
Dallas, Texas or New York, New York
This certifies that
is the owner of
fully paid and non-assessable shares of the common stock, $.0001 par value of
USURF AMERICA, INC.
(hereinafter called the "Corporation"), transferable on the books of the
Corporation for the holder hereof in person or by duly authorized attorney
upon surrender of this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation, as amended, and the Bylaws of
the Corporation, as amended (copies of which are on file at the office of the
Transfer Agent), to all of which the holder of this Certificate by acceptance
hereof assents. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar. Witness the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers.
Date:
<Corporate Seal>
USURF America, Inc.
NEVADA
/s/ David M. Loflin
President
/s/ Waddell D. Lofli
Secretary
Countersigned:
Securities Transfer Corporation
P.O. Box 701629
Dallas, Tx. 75370
By:
Transfer Agent - Authorized Signature
<REVERSE SIDE OF SPECIMEN STOCK CERTIFICATE>
USURF AMERICA, INC.
Transfer Fee $15.00 per new certificate issued
A full statement of the relative rights, interests, preferences and
restrictions of each class of stock will be furnished by the Corporation to
any shareholder upon written request, without charge.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
For value received, hereby sell, assign and
transfer unto
(please insert social
security or other
identifying number of
assignee)
Shares of the Common Stock represented by the within
Certificate, and do hereby irrevocably constitute and
appoint Attorney to transfer
the said stock on the books of the within-named corporation
with full power of substitution in the premises.
Dated:
Signature:
X
X
Signature Guarantee:
THE SIGNATURE(S) MUST BE MEDALLION BANK GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION PURSUANT TO SEC RULE 17AD-15.
Signature(s) guaranteed by:
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EXHIBIT 2.1
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ARTICLES OF INCORPORATION
OF
MEDIA ENTERTAINMENT, INC.
That I, the undersigned, for the purpose of forming a corporation under and by
virtue of the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation:
ARTICLE I NAME
The name of this Corporation is Media Entertainment, Inc.
ARTICLE II DURATION
The duration of this Corporation is perpetual.
ARTICLE III PURPOSES
The Corporation is organized and authorized to pursue any lawful purpose or
purposes which may be undertaken or carried on by a corporation under the laws
of the State of Nevada and to engage in any active, lawful business or
pursuit.
The Corporation shall further have all powers specified in Sections 78.060,
78.065 and 78.070 of the Nevada Revised Statutes, and any amendments thereto.
ARTICLE IV STOCK
The Corporation shall have the authority to issue One Hundred Million
(100,000,000) shares of common stock, with a par value of $.0001 per share.
The common stock of the Corporation shall be of the same class and shall have
the same rights and preferences. All fully paid shares of stock of this
Corporation shall not be liable to any further call or assessment.
ARTICLE V AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment.
ARTICLE VI SHAREHOLDER RIGHTS
The authorized stock of this Corporation may be issued at such time, upon such
terms and conditions and for such consideration as the Board of Directors
shall determine. Shareholders shall not have preemptive rights to acquire
unissued shares of the stock of this Corporation and cumulative voting is
denied.
ARTICLE VII INITIAL OFFICE AND AGENT
The address of the initial registered office of the Corporation is CSC
Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706, and the
name of the Corporation's initial registered agent at such address is CSC
Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706.
ARTICLE VIII DIRECTORS
The number of Directors constituting the initial Board of Directors of this
Corporation shall be two (2) in number, provided, however, that the number of
directors may be changed from time to time by a provision of the Bylaws, but
in no event shall the number of directors be less than two (2) or more than
ten (10).
The names and addresses of the initial board of directors who shall hold
office until the first annual meeting of shareholders, or until their
successors are elected and qualified are:
David M. Loflin 8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Waddell D. Loflin 8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
ARTICLE IX INCORPORATOR
The name and address of the incorporator is: L. A. Newlan, Jr., Esquire,
Newlan & Newlan, Attorneys at Law, 5525 North MacArthur Boulevard, Suite 670,
Irving, Texas 75038.
ARTICLE X LIMITATION OF LIABILITY: DIRECTORS AND OFFICERS
No director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer; provided, however, that this ARTICLE X shall not
eliminate or limit the liability of a director or officer for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of dividends in violation of law.
Any repeal or modification of this ARTICLE X shall be prospective only and
shall not adversely affect any right or protection of a director or officer of
the Corporation existing at the time of such repeal or modification for any
breach covered by this ARTICLE X which occurred prior to such repeal or
modification.
ARTICLE XI RELIANCE BY OFFICERS AND DIRECTORS
Each director, officer or member of any committee designated by the Board of
Directors shall, in the performance of his or her duties, be fully protected
and absolved from liability in relying in good faith upon the books of account
or reports made to the Corporation by any of its officials, an independent
public accountant or by an appraiser or an investment banker selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation. This ARTICLE XI
is in addition to and shall not in any manner limit the scope of the director
and officer liability limitation in ARTICLE X.
ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve at any time
as directors or officers or who at the request of the Board of Directors of
the Corporation may serve or at any time have served as directors or officers
of another corporation in which the Corporation at such time owned or may own
shares of stock or of which it was or may be a creditor, and their respective
heirs, administrators, successors and assignees, against any and all expenses,
including amounts paid upon judgments, counsel fees and amounts paid in
settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers or a director or officer
of the Corporation, or such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or
person shall be adjudged in any action, suit or proceeding to be liable for
his own gross negligence or wilful misconduct in the performance of his duty.
Such indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders or otherwise.
ARTICLE XIII COMMON DIRECTORS: TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this Corporation and one or more of
its directors or any other corporation, firm, association or entity in which
one or more of its directors or officers are financially interested, shall be
either void or voidable because of such relation or interest, or because such
director or directors are present at the meeting of the Board of Directors, or
a committee thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if:
(a) the fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves, or ratifies such
contract or transaction by vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or (b) the fact
of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent; (c) the contract or transaction is
fair and reasonable to the Corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves or ratifies such contract or transaction.
DATED this 31st day of October, 1996.
/s/ L. A. Newlan, Jr.
L. A. Newlan, Jr.
Incorporator
STATE OF TEXAS
COUNTY OF DALLAS
I, the undersigned, being first duly sworn on oath, deposes and says: That I
am the incorporator hereinbefore named; that I have read the foregoing
Articles of Incorporation and know the contents thereof and that the same are
true of my knowledge, except as to matters therein stated upon information and
belief, and as to those, I believe them to be true.
/s/ L. A. Newlan, Jr.
L. A. Newlan, Jr.
On the 31st day of October, 1996, personally appeared before me, L. A.
Newlan, Jr., signer of the above Articles of Incorporation, who duly
acknowledged to me that he executed the same.
/s/
Notary Public
My commission expires:
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EXHIBIT 2.2
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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
MEDIA ENTERTAINMENT, INC.
Pursuant to the provisions of Chapter 78 of the Nevada Revised Statutes, the
undersigned corporation adopts the following Articles of Amendment to Articles
of Incorporation of Media Entertainment, Inc.:
ARTICLE I
The name of the corporation is Media Entertainment, Inc.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
persons holding a majority of the shares of the Corporation, on July 2, 1998:
Article One is hereby deleted in its entirety and replaced by the following
language:
"Article One
The name of the corporation is INTERNET MEDIA CORPORATION."
ARTICLE III
The number of shares of the Corporation outstanding at the time of such
adoption was 7,005,120 and the number of shares entitled to vote thereon was
7,005,120. Pursuant to a written consent in lieu of a meeting, 4,645,541
shares approved such adoption.
ARTICLE IV
The holders of a majority of the shares outstanding and entitled to vote on
said amendment have signed a consent in writing adopting said amendments.
Dated: July 21, 1999.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President
By: /s/ Waddell D. Loflin
Waddell D. Loflin
Secretary
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
Before me, a Notary Public on this 21 day of July, 1998, personally appeared
David M. Loflin, known to me to be the person whose name is subscribed to the
foregoing document as President, and, being by me first duly sworn, declared
that the statements therein are true and correct.
Given under my hand and seal of Office this 21day of July, 1999.
/s/
Notary Public
My Commission Expires: Death
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
Before me, a Notary Public on this 21 day of July, 1998, personally appeared
Waddell D. Loflin, known to me to be the person whose name is subscribed to
the foregoing document as Secretary, and, being by me first duly sworn,
declared that the statements therein are true and correct.
Given under my hand and seal of Office this 21day of July, 1999.
/s/
Notary Public
My Commission Expires: Death
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EXHIBIT 2.3
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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
INTERNET MEDIA CORPORATION
Pursuant to the provisions of Chapter 78 of the Nevada Revised Statutes, the
undersigned corporation adopts the following Articles of Amendment to Articles
of Incorporation of Internet Media Corporation:
ARTICLE I
The name of the corporation is Internet Media Corporation.
ARTICLE II
The following amendment to the Articles of Incorporation was adopted by
persons holding a majority of the shares of the Corporation, on July 2, 1999:
Article One is hereby deleted in its entirety and replaced by the following
language:
"Article One
The name of the corporation is USURF America, Inc."
ARTICLE III
The number of shares of the Corporation outstanding at the time of such
adoption was 11,700,120 and the number of shares entitled to vote thereon was
11,700,120. Pursuant to a written consent in lieu of a meeting, 6,000,100
shares approved such adoption.
ARTICLE IV
The holders of a majority of the shares outstanding and entitled to vote on
said amendment have signed a consent in writing adopting said amendments.
Dated: July 2, 1999.
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin
President
By: /s/ Waddell D. Loflin
Waddell D. Loflin
Secretary
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
Before me, a Notary Public on this 2nd day of July, 1999, personally appeared
David M. Loflin, known to me to be the person whose name is subscribed to the
foregoing document as President, and, being by me first duly sworn, declared
that the statements therein are true and correct.
Given under my hand and seal of Office this 2nd day of July, 1999.
/s/
Notary Public
My Commission Expires: Death
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
Before me, a Notary Public on this 2nd day of July, 1999, personally appeared
Waddel D. Loflin, known to me to be the person whose name is subscribed to the
foregoing document as Secretary, and, being by me first duly sworn, declared
that the statements therein are true and correct.
Given under my hand and seal of Office this 2nd day of July, 1999.
/s/
Notary Public
My Commission Expires: Death
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EXHIBIT 2.4
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Bylaws
of
USURF America, Inc.
ARTICLE I - OFFICE AND REGISTERED AGENT
The principal office of the Corporation in the State of Nevada shall be
located at 502 East John, Carson City, Nevada 89706. The Corporation may
maintain such other offices, within or without the State of Nevada, as the
Board of Directors may from time to time designate. The location of the
principal office may be changed by the Board of Directors. The name of the
registered agent of the Corporation in the State of Nevada at its principal
office is CSC Services of Nevada, Inc.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2.1. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held at such place within or without the State of Nevada
as shall be set forth in compliance with these Bylaws. The meeting shall be
held on the first Tuesday of December of each year. If such day is a legal
holiday, the meeting shall be on the next business day. This meeting shall be
for the election of directors and for the transaction of such other business
as may properly come before it.
In the event that such annual meeting is omitted by oversight or otherwise on
the date herein provided for, the directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if
transacted or held at the annual meeting. If the election of directors shall
not be held on the date designated herein for any annual meeting of
shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as may conveniently be called. Such subsequent meeting shall be
called in the same manner as is provided for the annual meeting of
shareholders.
Section 2.2. Special Meetings. Special meetings of shareholders, other than
those regulated by statute, may be called at any time by the President, or by
a majority of the directors, and must be called by the President upon written
request of the holders of not less than 10% of the issued and outstanding
shares entitled to vote at such special meeting.
Section 2.3. Notice of Shareholders' Meetings. The President, Vice President
or Secretary shall give written notice stating the place, day and hour of the
meeting, and in the case of a special meeting the purpose or purposes for
which the meeting is called, which shall be delivered not less than ten nor
more than fifty days before the day of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears
on the books of the Corporation, with postage thereon prepaid.
Any meeting of which all shareholders shall at any time waive or have waived
notice in writing shall be a legal meeting for the transaction of business
notwithstanding that notice has not been given as hereinbefore provided.
Section 2.4. Waiver of Notice. Whenever any notice whatever is required to
be given by these Bylaws, or the Articles of Incorporation, or by any of the
Corporation Laws of the State of Nevada, a shareholder may waive the notice of
meeting by attendance, either in person or by proxy, at the meeting, or by so
stating in writing, either before or after such meeting. Attendance at a
meeting for the express purpose of objecting that the meeting was not lawfully
called or convened shall not, however, constitute a waiver of notice.
Section 2.5. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the
Corporation.
Section 2.6. Closing of Transfer Books or Fixing Record Date. For the
purpose of determining shareholders entitled to notice or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
period not to exceed in any case 50 days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
10 days immediately preceding the date determined to be the date of record.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 50 days and in case of a meeting of
shareholders not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders or shareholders to receive payment of a dividend, the date on
which notice of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be deemed the date of record for such determination of shareholders.
When a determination of persons entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
Section 2.7. Quorum of Shareholders. Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a majority in
interest of all the shares issued and outstanding represented by shareholders
of record in person or by proxy shall constitute a quorum, but a less interest
may adjourn any meeting and the meeting may be held as adjourned without
further notice; provided; however, that directors shall not be elected at the
meeting so adjourned. When a quorum is present at any meeting, a majority in
interest of the shares represented is one upon which the express provision of
law or of the Articles of Incorporation or of these Bylaws a larger or
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 2.8. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder, for
any purpose germane to the meeting, during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
Section 2.9. Voting. A holder of an outstanding share entitled to vote at a
meeting may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the Articles of Incorporation, every shareholder
shall be entitled to one vote for each share standing in his name on the
record of shareholders. Except as herein or in the Articles of Incorporation
otherwise provided, all corporate action shall be determined by a majority of
the votes cast at a meeting of shareholders by the holders of shares entitled
to vote thereon.
Section 2.10. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 2.11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of
the shareholders entitled to vote with respect to the subject matter thereof,
provided that if any greater proportion and voting power is required for such
action, then such greater proportion of written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may adopt
such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper.
Section 3.2. Number, Tenure and Qualifications. The number of directors for
the Board of Directors of the Corporation shall be not less than two nor more
than ten. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.
Section 3.3. Election of Board of Directors. The Board of Directors shall be
chosen by ballot at the annual meeting of shareholders or at any meeting held
in place thereof as provided by law.
Section 3.4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following
and at the same place as the annual meeting of the shareholders. The Board of
Directors may provide by resolution the time and place for the holding of
additional regular meetings without other notice than this resolution.
Members of the Board of Directors may participate in a meeting of the Board by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other and participation in
a meeting under this subsection shall constitute presence in person at the
meeting, pursuant to Nevada Revised Statute, Section 78.315.
Section 3.5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or by one-
third of the directors. The Secretary shall give notice of the time, place
and purpose or purposes of each special meeting by mailing the same at least
two days before the meeting or by telephoning or telecopying or wiring the
same at least one day before the meeting to each director.
Section 3.6. Waiver of Notice. Whenever any notice whatever is required to
be given by these Bylaws, or the Articles of Incorporation of the Corporation,
or by any of the Corporation Laws of the State of Nevada, a director may waive
the notice of meeting by attendance in person at the meeting, or by so stating
in writing, either before or after such meeting. Attendance at a meeting for
the express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.
Section 3.7. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
Section 3.8. Manner of Acting. At all meetings of the Board of Directors,
each director shall have one vote. The act of a majority present at a meeting
shall be the act of the board of Directors, provided a quorum is present. Any
action required to be taken or which may be taken at a meeting of the
directors may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all the directors. The directors may
conduct a meeting by means of a conference telephone or any similar
communication equipment by which all persons participating in the meeting can
hear each other.
Section 3.9. Powers of Directors. The Board of Directors shall have the
responsibility for the entire management of the business of the Corporation.
In the management and control of the property, business and affairs of the
Corporation the Board of Directors is hereby vested with all of the powers
possessed by the Corporation itself so far as this delegation of authority is
not inconsistent with the laws of the State of Nevada and with the Articles of
Incorporation or with these Bylaws. The Board of Directors shall have the
power to determine what constitutes net earnings, profits and surplus,
respectively, and what amounts shall be reserved for working capital and for
any other purpose and what amounts shall be declared as dividends, and such
determination by the Board of Directors shall be final and conclusive.
Section 3.10. Vacancies. A vacancy in the Board of Directors shall be deemed
to exist in case of death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at
any meeting of shareholders at which any director is to be elected, to elect
the full authorized number to be elected at that meeting.
Any vacancy occurring in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), any increase in the number of
directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
Directors, or by the shareholders at the next annual meeting thereof or at a
special meeting thereof, and each director so elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
Section 3.11. Removals. Directors may be removed at any time at a meeting
called expressly for that purpose by a vote of the shareholders holding a
majority of the shares issued and outstanding and entitled to vote. Such
vacancy shall be filled by the directors then in office, though less than a
quorum, to hold office until the next annual meeting or until his successor is
duly elected and qualified, except that any directorship to be filled by
reason of removal by the shareholders may be filled by election, by the
shareholders, at the meeting at which the director is removed. No reduction
of the authorized number of directors shall have the effect of removing any
director prior to the expiration of his term of office.
Section 3.12. Resignations. A director may resign at any time by delivering
written notification thereof to the President or Secretary of the
Corporation.
Such resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten days from the date of its delivery, the resignation shall
upon the tenth day be deemed accepted.
Section 3.13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 3.14. Compensation. By resolution of the Board of Directors, the
directors shall be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 3.15. Emergency Power. When, due to a national disaster or death, a
majority of the directors are incapacitated or otherwise unable to attend the
meetings and function as directors, the remaining members of the Board of
Directors shall have all powers necessary to function as a complete Board and,
for the purpose of doing business and filling vacancies, shall constitute a
quorum until such time as all directors can attend or vacancies can be filled
pursuant to these Bylaws.
Section 3.16. Chairman. The Board of Directors may elect from its own number
a Chairman of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
ARTICLE IV - OFFICERS
Section 4.1. Number. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall
be elected by a majority of the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by
the Board of Directors. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by the same
person. Officers may or may not be directors or shareholders of the
Corporation.
Section 4.2. Election and Term of Office. The officers of the Corporation
are to be elected by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 4.3. Resignation. Any officer may resign at any time by delivering a
written resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Section 4.4. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights. Any such removal
shall require a majority vote of the Board of Directors, exclusive of the
officer in question if he is also a director.
Section 4.5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall
be created, may be filled by the Board of Directors for the unexpired portion
of the term.
Section 4.6. President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings
of the shareholders and, in the absence of the Chairman of the Board, at
meetings of the Board of Directors. He shall exercise such duties as
customarily pertain to the office of President and shall have general and
active supervision over the property, business and affairs of the Corporation
and over its several officers. He may appoint officers, agents or employees
other than those appointed by the Board of Directors. He may sign, execute
and deliver in the name of the Corporation, powers of attorney, certificates
of stock, contracts, bonds, deeds, mortgages and other obligations and shall
perform such other duties as may be prescribed from time to time by the Board
of Directors or by the Bylaws.
Section 4.7. Vice President. The Vice President shall have such powers and
perform such duties as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the Vice President
designated by the board or the President shall perform the Duties and exercise
the powers of the President. In the event there is more than one Vice
President and the Board of Directors has not designated which Vice President
is to act as President, then the Vice President who was elected first shall
act as President. A Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
Section 4.8. Secretary. The Secretary shall keep the minutes of all meetings
of the shareholders and of the Board of Directors and to the extent ordered by
the Board of Directors or the President, the minutes of meetings of all
committees. He shall cause notice to be given of the meetings of
shareholders, of the Board of Directors and of any committee appointed by the
board. He shall have custody of the corporate seal and general charge of the
records, documents and papers of the Corporation not pertaining to the
performance of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any director. He may sign or
execute contracts with the President or Vice President thereunto authorized in
the name of the Corporation and affix the seal of the Corporation thereto. He
shall perform such other duties as may be prescribed from time to time by the
board of Directors or by the Bylaws. He shall be sworn to the faithful
discharge of his duties. Assistant Secretaries shall assist the Secretary and
shall keep and record such minutes of meetings as shall be directed by the
Board of Directors.
Section 4.9. Treasurer. The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation for collection of
checks, notes, and other obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President, or such other
persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He shall enter or
cause to be entered regularly in the books of the Corporation full and
accurate accounts of all monies received and paid by him on account of the
Corporation; shall at all reasonable times exhibit his books and accounts to
any director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
Section 4.10. General Manager. The Board of Directors may employ and appoint
a General Manager who may, or may not, be one of the officers or directors of
the Corporation. If employed by the Board of Directors he shall be the chief
operating officer of the Corporation and, subject to the directions of the
Board of Directors, shall have general charge of the business operations of
the Corporation and general supervision over its employees and agents. He
shall have the exclusive management of the business of the Corporation and of
all of its dealings, but at all times subject to the control of the Board of
Directors. Subject to the approval of the Board of Directors or the executive
committee, he shall employ all employees of the Corporation, or delegate such
employment to subordinate officers, or such division officers, or such
division chiefs, and shall have authority to discharge any person so
employed.
He shall make a quarterly report to the President and directors, or more often
if required to do so, setting forth the result of the operations under his
charge, together with suggestions looking to the improvement and betterment of
the condition of the Corporation, and to perform such other duties as the
Board of Directors shall require.
Section 4.11. Officers. Other officers shall perform such duties and have
such powers as may be assigned to them by the Board of Directors.
Section 4.12. Salaries. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by the Board of Directors
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a director of the
corporation.
Section 4.13. Surety Bonds. In case the Board of Directors shall so require,
any officer or agent of the corporation shall execute to the Corporation a
bond in such sums and with sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all
property, monies or securities of the Corporation which may come into his
hands.
ARTICLE V - COMMITTEES
Section 5.1. Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one or
more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members. The Board
of Directors reserves to itself alone the power to declare dividends, issue
stock, except that the Executive Committee shall have the power to issue (A)
an unlimited number of shares of stock in business and/or asset acquisition
transactions and (B) up to 25,000 shares of stock to an employee of the
corporation, or a subsidiary, in connection with any such employee's
employment, recommend to shareholders any action requiring their approval,
change the membership of any committee at any time, fill vacancies therein,
and discharge any committee either with or without cause at any time. Subject
to the foregoing limitations, the Executive Committee shall possess and
exercise all other powers of the Board of Directors during the intervals
between meetings.
Section 5.2. Other Committees. The Board of Directors may also appoint from
among its own members such other committees as the Board may determine, which
shall in each case consist of not less than two directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board. The President shall be a member ex officio of each committee appointed
by the Board of Directors. A majority of the members of any committee may fix
its rules of procedure.
ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 6.1. 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 6.2. Loans. No loan or advances shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred as
security for the payment of any loan, advance, indebtedness or liability of
the corporation unless and except as authorized by the Board of Directors.
Any such authorization may be general or confined to specific instances.
Section 6.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select, or as may be selected by any officer or agent authorized to do so by
the Board of Directors.
Section 6.4. Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the Corporation shall be signed
by such officer or officers or such agent or agents of the Corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories shall be made in such manner as the Board of Directors
from time to time may determine.
Section 6.5. Bonds and Debentures. Every bond or debenture issued by the
Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which
such security is issued, the signature of any of the Corporation's officers
named thereon may be facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture, shall cease
to be an officer of the Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may nevertheless be
adopted by the Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer.
ARTICLE VII - CAPITAL STOCK
Section 7.1. Certificates of Shares. The shares of the Corporation shall be
represented by certificates prepared by the Board of Directors and signed by
the President or aVice President, and by the Secretary, or an Assistant
Secretary, and sealed with the seal of the Corporation or a facsimile. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of its employees. All certificates
for shares shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented thereby are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board may prescribe.
Section 7.2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
Section 7.3. Transfer Agent and Registrar. The Board of Directors shall have
power to appoint one or more transfer agents and registrars for the transfer
and registration of certificates of stock of any class, and may require that
stock certificates shall be countersigned and registered by one or more of
such transfer agents and registrars.
Section 7.4. Lost or Destroyed Certificates. The Corporation may issue a new
certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.
Section 7.5. Consideration for Shares. The capital stock of the Corporation
shall be issued for such consideration, but not less than the par value
thereof, as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of
shares shall be conclusive.
Section 7.6. Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of the Corporation, any and all of the rights and powers
incident to the ownership of such stock at any such meeting, and shall have
power and authority to execute and deliver proxies and consents on behalf of
the Corporation in connection with the exercise by the Corporation of the
rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time may confer like powers upon any other person or
persons.
ARTICLE VIII - INDEMNIFICATION
Section 8.1. Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer
or director performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and his heirs
and administrators who shall serve at any time hereafter as a director or
officer of the Corporation from and against any and all claims, judgments and
liabilities to which such persons shall become subject by reason of any action
alleged to have been heretofore or hereafter taken or omitted to have been
taken by him as such director or officer, and shall reimburse each such person
for all legal and other expenses reasonably incurred by him in connection with
any such claim of liability; including power to defend such person from all
suits as provided for under the provisions of the Nevada Corporation Laws;
provided, however that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or liability
arising out of his own gross negligence or willful misconduct. The rights
accruing to any person under the foregoing provisions of this section shall
not exclude any other right to which he may lawfully be entitled, nor shall
anything herein contained restrict the right of the Corporation to indemnify
or reimburse such person in any proper case, even though not specifically
herein provided for. The Corporation, its directors, officers, employees and
agents shall be fully protected in taking any action or making any payment or
in refusing so to do in reliance upon the advice of counsel.
Section 8.2. Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his 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,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8.3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation in such
capacity for another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under the
provisions of this Article VIII or the laws of the State of Nevada.
Section 8.4. Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at the expense of the Corporation by the payment of
the amount of such settlement and the costs and expenses incurred in
connection therewith.
ARTICLE IX - AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to by the affirmative
vote of the holders of a majority of the shares entitled to vote in the
election of any director at an annual meeting or at a special meeting called
for that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meetings at least ten days
before the date of such annual or special meetings, which notice shall state
the alterations, amendments, additions, or changes which are proposed to be
made in such Bylaws. Only such changes shall be made as have been specified
in the notice. The Bylaws may also be altered, amended, repealed, or new
Bylaws adopted by a majority of the entire Board of Directors at any regular
or special meeting. Any Bylaws adopted by the Board may be altered, amended,
or repealed by a majority of the shareholders entitled to vote.
ARTICLE X - FISCAL YEAR
The fiscal year of the Corporation shall be December 31, and may be varied by
resolution of the Board of Directors.
ARTICLE XI - DIVIDENDS
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends
in accordance with the laws of the State of Nevada.
ARTICLE XII - CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation and the year of incorporation.
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EXHIBIT 2.5
- -----------------------------
USURF America, Inc.
EXECUTIVE COMMITTEE BYLAWS
Adopted September 30, 1999
I. NUMBER AND TERM OF OFFICE
The number of directors who shall constitute the whole Executive Committee of
the Board of Directors (the "Executive Committee") shall be three, with one
alternate member to be named by the Board of Directors; each member, including
the alternate member, shall be a director of the Corporation. Each Executive
Committee Member shall be elected for a term of one year and until his
successor is elected and qualified, except as otherwise provided herein or
required by law.
II. VACANCIES
If the office of any Executive Committee Member becomes vacant by reason of
death, resignation, disqualification, removal or other cause, a majority of
the Executive Committee Members remaining in office, although less than a
quorum, may elect a successor for the unexpired term and until his successor
is elected an qualified.
III. REGULAR MEETINGS
Regular meetings of the Executive Committee shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Executive Committee and publicized among all Executive
Committee Members. A notice of each regular meeting shall not be required.
IV. SPECIAL MEETINGS
Special meetings of the Executive Committee may be called by one or more of
the Executive Committee Members then in office and shall be held at such
place, on such date, and at such time as they or he or she shall fix. Notice
of the place, date and time of each such special meeting shall be given each
Committee Member by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting or by communicating via telephone or
telecopier with the same not less than eight (8) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all lawful business
may be transacted at a special meeting.
V. QUORUM
At any meeting of the Executive Committee, a majority of the members shall
constitute a quorum for all purposes.
VI. PARTICIPATION IN MEETING BY CONFERENCE TELEPHONE
Members of the Executive Committee may participate in a meeting of such
committee by means of conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each other.
Such participation shall constitute presence in person at such meeting.
VII. CONDUCT OF BUSINESS
At any meeting of the Executive Committee, business shall be transacted in
such order and manner as the Committee may from time to time determine, and
all matters shall be determined by the vote of a majority of the members
present, except as otherwise provided herein or required by law. Action may
be taken by the Executive Committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Executive Committee.
VIII. POWERS
The Executive Committee may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
Board of Directors, except the following:
A. Declare dividends;
B. Issue stock, except that the Executive Committee shall have the power to
issue (1) an unlimited number of shares of stock in business and/or asset
acquisition transactions and (2) up to 25,000 shares of stock to an employee
of the corporation, or a subsidiary, in connection with any such employee's
employment,
C. Recommend to shareholders any action requiring their approval; and
D. Change the membership of any committee, fill the vacancies thereon or
discharge any committee.
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EXHIBIT 2.6
- -----------------------------
VOTING AGREEMENT
This Agreement is made this 29th day of January,1999, by and among David M.
Loflin, an individual resident of the State of Louisiana ("D. Loflin"),
Waddell D. Loflin, an individual resident of the State of Louisiana ("W.
Loflin"), Julius W. Basham, II, an individual resident of the State of Nevada
("Basham"), Wm. Kim Stimpson, an individual resident of the State of Idaho
("Stimpson"), and David W. Brown, an individual resident of the State of Idaho
("Brown"), in light of the following facts:
1. D. Loflin is the largest shareholder of Internet Media
Corporation, a
Nevada corporation ("IMC"), and has voting control of IMC, and is an
officer and director of IMC;
2. W. Loflin is a shareholder of IMC and is an officer and director
of IMC;
3. Basham is the largest shareholder of CyberHighway, Inc., an Idaho
corporation ("CyberHighway"), and has voting control of CyberHighway;
4. Stimpson is a shareholder of CyberHighway;
5. Brown is a shareholder of CyberHighway;
6. IMC is acquiring, by exchange of stock, all of the outstanding
common
stock of CyberHighway in a transaction described in Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended, the result of which
will be the ownership by Basham, Stimpson and Brown of a significant
block of the Common Stock of IMC and the installation of Basham as an
officer and director of IMC;
7. Each of the parties desires to maintain the continuity of the
makeup of
the Board of Directors of IMC subsequent to the aforedescribed
acquisition; and
8. Each of the parties desires to agree to vote the Common Stock of IMC
owned by them to assure that D. Loflin, W. Loflin and Basham each will
be elected to the Board of Directors of IMC in the foreseeable future.
WITNESSETH, THEREFORE, the agreement of the parties, the promises of each
being consideration for the promises of the others:
I. VOTING
Each of the parties agrees to vote his respective shares of Common Stock of
IMC, at any election of Directors of IMC, for D. Loflin, W. Loflin and Basham.
II. CONDITION PRECEDENT
This Agreement is conditioned on the consummation of the contemplated
acquisition by IMC of all of the outstanding common stock of CyberHighway on
or before February 1, 1999. Upon consummation of the contemplated
acquisition, this Agreement will become irrevocable.
III. TERM
This Agreement shall be in force for a period of seven years from the date of
mutual execution.
IN WITNESS WHEREOF, the parties have set their hands the day and year first
above written.
/s/ David M. Loflin
David M. Loflin
/s/ Waddell D. Loflin
Waddell D. Loflin
/s/ Julius W. Basham, II
Julius W. Basham, II
/s/ Wm. Kim Stimpson
Wm. Kim Stimpson
/s/ David W. Brown
David W. Brown
