<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
BULL RUN, INC.
--------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 86-0869425
-------------------------------- -------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
Two Venture Plaza, Suite 350, Irvine, California 92618
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(949) 453-0300
----------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under 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
------------------- ------------------------------
Common None
----------- ----------
----------- ----------
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
-------------------------------
(Title of Class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT
1. FORM AND YEAR OF ORGANIZATION
Bull Run, Inc. a Nevada corporation ("Bull Run" or the "Company") was
organized on April 14, 1997.
B. BUSINESS OF ISSUER
The Company plans on entering the preteen girls swimwear/sportswear
business. The line is designed with a constant focus on what preteen girls like
to wear and features what they want in their clothes.
The Company will market to the established customer base of its nationwide
sales representatives force once the sales force is solidified. The customer
base will include small speciality stores, as well as some larger chain stores
in the United States.
Unlike typical swimwear companies, the Company is committed to providing a
complete apparel line which will generate revenues throughout the calendar year,
thereby avoiding the severe revenue cycles which typically plague swimwear
companies.
1. PRINCIPAL PRODUCTS OF THE MARKET.
a. PRE-TEEN APPAREL
The Company is committed to dressing girls in swimwear/sportswear with style
and comfort. The line is designed with a constant focus on what girls/preteens
like to wear and features what they want in their clothes. The company's
domestically produced separates and coordinates are to be specialty store based.
The Company believes that there is no other company in the United States
offering a separates swimwear line for girls/preteens.
The Company's swimwear will feature two-piece styles with halter necklines,
triangle top, sports top, bikini, tie-side, hip-hugger and swim short bottoms.
The one piece styles will feature sporty T-backs as well as details with various
cutouts. The sportswear will be active/sports-based featuring board shorts
manufactured out of cotton/nylon as well as stretch twills. The detailing will
include novelty trims and embellished details such as contrast stitching and
various color blocking schemes. Prints will include Hawaiian, florals, color
blocking, and assorted textures. Shine is still very important for 1999 and
glitzy, liquid silver suits reflect a shift toward novelty looks rather than
camp suits. The Company will be utilizing an array of fabrics and textures.
Texture creates diversity and excitement in the garments. The suits will be
offered in soft sorbet colors as well as bubble gum brights.
The Company will market to the established customer base of its nationwide
sales representative force once the sales force is solidified. The customer base
includes small specialty stores, as well as some of the largest chain stores in
the United States. Wholesale prices will range from approximately $7.00 (for
T-shirts) to $19.00 (for some sportswear items), with an expected retail markup
of 100%. Price has proven to be market driven in this particular segment. While
parents dictate how their dollar is spent for children's clothes six months to 4
Toddler, they also influence the image they want their child to project. When
most children are five years of age and older, they have adopted their own
fashion attitude. They now know what they want to wear. While the parents still
control the purchasing power, they don't want their dollars wasted on clothes
sitting in the kids closets unworn with tags still attached.
Unlike typical swimwear companies, the Company is committed to providing a
complete apparel line which will generate revenues throughout the calendar year,
thereby avoiding the severe revenue cycles which typically plague
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swimwear companies. The Company's products will be presented at the Surf Expo
Trade Show in Orlando, Florida in 1999. The Company expects to receive orders
for its products as a result of its presentation at this show.
b. INDUSTRY OVERVIEW
The Company believes that this is a growing trend that will prove to be a
successful formula. The need and demand are visible in the marketplace. The
companies that can react and take hold in the next few seasons will prove to
have the upper hand in the long run since currently their is clearly a gap in
this market. With more than 350 Junior/Contemporary swimwear companies in the
United States, only 25 have been identified as satisfying the girls/preteen 7 to
16 market segment. Out of these companies, less than 10 compete in the Company's
specialty store market base projections. These include Point Conception,
Raisins, Daffy Girls, Gottex, La Blanca, Roxy ('98), Beach Lingo, Back Flips,
Serena, Tide Pools and Zuma Beach-Jantzen.
2. DISTRIBUTION METHODS
A. MANUFACTURING
The Company will initially out source virtually all of its manufacturing
operations to vendors utilized by Company principals in the past. Most of these
vendors are located in Southern California.
CONTRACT LABOR will be a critical component in assuring that the Company's
prices remain competitive. The Company has identified 5 to 7 local contractors
to produce its lycra swimwear. Labor costs are estimated to be anywhere from
$1.75 - $6.00 per piece, depending upon the complexity of the sewing. The
Company has identified an Arizona contractor specializing in girls sportswear
quoting prices on various items. The cost of goods will be broken down per line
item piece. These cost estimates should allow the Company a gross of margin of
between 30 to 55% per item depending upon volume and the type of goods sold.
HARD GOODS comprised of primarily fabric are the other major component in
the manufacturing process. The Company anticipates that it will produce a nice
quality line using woven printed fabrics that cost between $6.95 to $14.00 per
yard. Depending on the yields, this would be 4-6 suits per yard. The Company has
also identified a number of sources where discontinued fabrics will be available
at a substantial discount. Depending upon the yields, these suits could be
offered on a promotional basis, or offered as a package deal.
b. DISTRIBUTION
The Company anticipates that it will attend trade shows to distribute and
market its products, including:
The Children's Trade Expo (CTE) which emphasizes its affiliation with giant
Magic trade show moved to the Hilton Convention Center in Las Vegas, Nevada this
past year. Approximately 500 manufacturers showcased this past February.
The Surf Expo Show in Fort Lauderdale, Florida.
The Action Sports Retailer Show in San Diego, California.
3. COMPETITION
The United States apparel industry produces approximately $21.7 billion per
year. Orange and Los Angeles counties are key players for this market. The Los
Angeles County apparel manufacturer shipments in 1996 were $8.5 billion. This is
not due to the enormous manufacturing base, but due to the trends and fashion
direction originating here. The world looks to California for fashion direction,
especially in the beach and surf and swimwear! The impact of California fashion
is immeasurable. We are a window to the world, creating everything from swimwear
to tailored ready-to-wear.
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Many of the trends found in the childrens market are directly related to the
junior and contemporary trends that are created in Southern California. However,
there is still an enormous gap with limited choices for the girls/preteen size 7
to 16 segment to choose from. A vast majority of the junior/adult companies have
not scaled down to children's and preteen sizes. Shopping for this market has
gone beyond the seasonal basics, girls demand a whole lifestyle choice. They
want hip, high quality, lifestyle-driven merchandise found in their sizes. They
want the junior contemporary look, not the girlie frills of their baby years!
They want to feel and dress like their junior contemporaries with the same
comfort and durability as the juniors wear!
The Company believes that this is a growing trend that will prove to be a
successful formula. The need and demand are visible in the marketplace. The
companies that can react and take hold in the next few seasons will prove to
have the upper hand in the long run since currently their is clearly a gap in
this market. With more than 350 Junior/Contemporary swimwear companies in the
United States only 25 have been identified as satisfying the girls/preteen 7 to
16 market segment. Out of these companies, less than 10 compete in the Company's
specialty store market base projections. These include Point Conception,
Raisins, Daffy Girls, Gottex, La Blanca, Roxy ('98), Beach Lingo, Back Flips,
Serena, Tide Pools and Zuma Beach-Jantzen.
4. PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS AND/OR LABOR CONTRACTS .
None.
5. GOVERNMENT APPROVAL.
No government approval is required for any of the Company's current products
or services.
6. EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT REGULATIONS.
Other than normal government regulations that any business encounters, the
Company's business is not effected by government regulations. The Company does
have a market for its goods in the Republic of China. Any government regulations
or trade agreements that limit or prohibit the exportation of goods to the
Republic of China will have an effect on the Company. However, the Company is
unable to make any determination regarding the ultimate effect of any such
hypothetical regulations.
7. RESEARCH AND DEVELOPMENT COSTS
None.
8. COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS
The Company is not involved in a business which involves the use of
materials in a manufacturing stage where such materials are likely to result in
the violation of any existing environmental rules and/or regulations. Further,
the Company does not own any real property which would lead to liability as a
land owner. Therefore, the Company does not anticipate that there will be any
costs associated with the compliance of environmental laws and regulations.
9. EMPLOYEES
None. The Company will enter into Independent Contractor Agreements when
necessary.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
A. PLAN OF OPERATION
The Company is engaged in the business of developing, marketing, and
distributing girls pre-teen swimwear and surfwear.
(1) BUSINESS GROWTH STRATEGY
The Company's business growth strategy is to establish its name brand
product presence in retail outlets and expand its product offering which will
substantially increase revenue performance, thereby increasing shareholder
value.
To accomplish this strategy, the Company will focus in two specific areas:
(1) establishing a retail brand name; and (2) expansion of its product offering.
Retail Brand Name: By developing and maintaining a retail brand name, the
Company will be able to increase its distribution channels and create a higher
demand for its products. With this in place, the Company will be in a position
to demand a better pricing position in the market and develop a stronger brand
name.
Expansion of Product Offering: While the Company establishes its
distribution channel, it will deepen its product offering within the channel.
(2) FINANCIAL GROWTH STRATEGY
The Company's financial growth strategy is based on two key elements: (1)
retail branded distribution channels; and (2) strategic manufacturing alliances.
The Company is in the process of obtaining exclusive sales agreements with
several sales representatives.
The Company anticipates forming a manufacturing alliance with perspective
manufacturers to utilized five to seven local contractors to produce lycra
swimwear. The Company has also identified a company in Arizona specializing in
girls sportswear quoting competitive prices on various items.
B. (1) FOR THE PERIOD ENDED DECEMBER 31, 1998, THE YEAR ENDED MARCH 31,
1998, AND FOR THE PERIOD APRIL 14, 1997 (INCEPTION) THROUGH DECEMBER 31, 1997
Assets for the year ended December 31, 1998 were $9,160, compared to year
ended March 31, 1998 which were $9,260. The Company is a development stage
company.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Fiscal Year Ended Fiscal Year Ended
December 31, 1996 December 31, 1995
(audited) (audited)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Balance Sheet Data
Current Assets .............................. $9,160 $9,260
Total Assets ................................ $9,160 $9,260
Total Current Liabilities ................... $ 0 $ 0
Accumulated Deficit ......................... $ $
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- -----------------------------------------------------------------------------------------
</TABLE>
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(2) PREVIOUS PRIVATE OFFERINGS
On July 1, 1997 the Company conducted a 504 offering under Regulation D
where the Company sold 926,000 free trading shares and raised $9,260. The
Company issued 200,000 restricted shares to Horwitz & Beam, Inc. for services
rendered.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's headquarters are at Two Venture Plaza, Suite 350, Irvine,
California. These premises are occupied "rent free."
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Memorandum by:
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each director of the
Company and (iii) all directors and officers as a group.
<TABLE>
<CAPTION>
PERCENTAGE
NAME NUMBER OF SHARES (1) BENEFICIALLY OWNED
- ---- -------------------- ------------------
<S> <C> <C>
Horwitz & Beam, Inc. 200,000 21%
Lawrence W. Horwitz -0- -0-
Gregory B. Beam -0- -0-
All officers and directors as a group (2 persons) -0- 0%
</TABLE>
- ----------
1 Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Lawrence W. Horwitz 39 President, Secretary, Director
Gregory B. Beam 47 Vice President, Chief Financial Officer,
Director
</TABLE>
LAWRENCE W. HORWITZ was elected President and Director of the Company at a
duly noticed shareholders' meeting on May 1, 1997. Mr. Horwitz was elected
Secretary at a duly noticed shareholder's meeting on March 25, 1988, the same
day Ms. Lynne Bolduc, then Secretary and Director, submitted her resignation.
Mr. Horwitz is a founding partner of Horwitz & Beam. His experience includes
virtually all legal issues associated with mergers, acquisitions and the raising
of private and public capital. Within the last two years, Mr. Horwitz's practice
has increasingly focused upon the legal and business issues associated with
utilizing mergers and acquisitions to achieve NASDAQ listing status. Mr. Horwitz
is a graduate of the University of California at Berkeley (B.S. 1981) and of
Boalt Hall School of Law,
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University of California at Berkeley (J.D. 1984). Mr. Horwitz was admitted to
the bar in both Texas and California in 1984. Prior to forming Horwitz & Beam,
Mr. Horwitz practiced in the corporate and securities group of the Newport Beach
law firm of Stradling, Yocca, Carlson & Rauth and was elected a partner at Hart,
King & Coldren, also located in Orange County. Mr. Horwitz has been admitted to
the U.S. Federal District Court, Central District of California and the U.S.
Court of Appeals, Ninth Circuit.
GREGORY B. BEAM was elected Vice President, Chief Financial Officer and
Director of the Company at a duly noticed shareholder's meeting on May 1, 1997.
Mr. Beam is a general commercial litigator, specializing in business litigation,
creditors' rights, banking law and landlord/tenant issues. Mr. Beam also
specializes in the area of legal representation of mobilehome park owners and
operators. Mr. Beam is a graduate of San Diego State University (B.A. 1972) and
the University of San Diego (J.D. 1981). While at the University of San Diego,
Mr. Beam was honored by Phi Delta Phi. Prior to joining Mr. Horwitz, Mr. Beam
was a partner for five years in the Orange County law firm of Hart, King &
Coldren, where he practiced for nine years. Mr. Beam has been admitted to the
U.S. Supreme Court, the U.S. Court of Appeals, Ninth Circuit, and the U.S.
Federal District Courts, Central, Northern, Eastern and Southern Districts of
California. Mr. Beam is a member of the American Bar Association, the Los
Angeles County Bar Association and the Orange County Bar Association (Member,
Section on Commercial Law and Business Litigation).
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers or directors receive any type of executive
compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 8. DESCRIPTION OF SECURITIES
The authorized capital stock of the Company currently consists of 25,000,000
shares of Common Stock, $.001 par value.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of 25,000,000
shares of Common Stock, $.001 par value per share, of which 1,126,000 shares are
issued and outstanding.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities. Holders of Common Stock have no right to convert their Common Stock
into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND
OTHER STOCKHOLDERS MATTERS
A. MARKET INFORMATION
The Company filed a Form 15c2-11 with the NASD to obtain trading status on
the NASD Over-the-Counter Bulletin Board Market. The Form is currently under
review of the NASD.
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B. HOLDERS
As of December 31, 1998, there were approximately 23 holders of Company
Common Stock, as reported by the Company's transfer agent.
C. DIVIDENDS
The Company has not paid any dividends on its Common Stock. The Company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
To the best knowledge of management, there are no legal proceedings pending
or threatened against the Company.
ITEM 3. ACCOUNTANTS
(1) ENGAGEMENT OF PRINCIPAL ACCOUNTANTS.
The Company has engaged Abregov, Steinhaus & Parrino, Certified Public
Accountants, ("ASP") as its principal accountants as of December, 1997. ASP's
business address is 100 Pacifica, Suite 130, Irvine, California 92618. The
decision to engage ASP was approved by the Board of Directors.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On July 1, 1997, the Company conducted a 504 offering under Regulation D.
The Company raised $9,260 and issued 926,000 free trading shares and 200,000
restricted shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Articles of Incorporation and
bylaws that limit the liability of its directors and provide for indemnification
of its directors and officers to the full extent permitted under the Nevada
General Corporation Law. Under the Company's Articles of Incorporation, and as
permitted under the Nevada General Corporation Law, directors are not liable to
the Company or its stockholders for monetary damages arising from a breach of
their fiduciary duty of care as directors. Such provisions do not, however,
relieve liability for breach of a director's duty of loyalty to the Company or
its stockholders, liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability for transactions
in which the director derived as improper personal benefit or liability for the
payment of a dividend in violation of Nevada law. Further, the provisions do not
relieve a director's liability for violation of, or otherwise relieve the
Company or its directors from the necessity of complying with, federal or state
securities laws or affect the availability of equitable remedies such as
injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
PART F/S
FINANCIAL STATEMENTS
The following financial statements are included herein:
Audited Consolidated Financial Statements for the Fiscal Year ended 1998
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PART III
ITEM 1 AND
ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document Description
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<S> <C>
3.1 Articles of Incorporation of Bull Run, Inc., dated April 14, 1997
3.2 Bylaws of Bull Run, Inc., dated May 1, 1997
</TABLE>
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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.
Dated: February 1, 1999 BULL RUN, INC.
/s/ Lawrence Horwitz
------------------------------------------
BY: Lawrence W. Horwitz
ITS: Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears appoints Lawrence W. Horwitz, as his
agent and attorney-in-fact, with full power of substitution to execute for him
and in his name, in any and all capacities, all amendments (including
post-effective amendments) to this Registration Statement to which this power of
attorney is attached.
SIGNATURE TITLE DATE
/s/ Lawrence Horwitz Chief Executive Officer, President
- --------------------- Secretary and Director February 1, 1999
Lawrence W. Horwitz
/s/ Gregory B. Beam Vice President, Chief Financial
- --------------------- Officer and Director February 1, 1999
Gregory B. Beam
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EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
BULL RUN, INC.
DATED APRIL 14, 1997
<PAGE>
ARTICLES OF INCORPORATION FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF STATE OF NEVADA
APR 14 1997
BULL RUN, INC. Dean Heller Secretary of State
No C7879-97
FIRST. The name of this corporation is Bull Run, Inc.
SECOND. Its resident agent and registered office in the State of Nevada is
as follows: Paracorp Incorporated at 318 North Carson Street, Suite 208, Carson
City, Nevada, 89701.
THIRD. The total number of shares which the corporation is authorized to
issue is One Million (25,000,000) shares of common stock with a par value of
$.001 per share.
FOURTH. The governing body of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of the corporation.
The names and addresses of the first board of directors, which shall consist
of one director, are as follow:
Lynne Bolduc
Two Venture Plaza, Suite 380
Irvine, CA 92618
FIFTH. The name and address of the incorporator signing the Articles of
Incorporation is as follows:
Lynne Bolduc, Esq.
HORWITZ & BEAM
Two Venture Plaza, Suite 380
Irvine, California 92618
SIXTH. At all elections of directors of the corporation, each holder of
stock possessing voting power is entitled to as many votes as equal the number
of shares multiplied by the number of directors to be elected, and he may cast
all of his votes for a single director or may distribute them among the number
to be voted for or any two or more of them, as he may see fit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hands this 3rd day of April, 1997.
/s/ Lynne Bolduc
--------------------------
Lynne Bolduc, Incorporator
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STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )
On this 3rd day of April, 1997 before me, the undersigned Notary
Public, personally appeared Lynne Bolduc, personally known to me (or prove to me
on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within Instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal. /s/ Michelle Schmidt
-----------------------
Notary Public
[NOTARY SEAL]
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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
The undersigned, PARACORP, hereby accepts the appointment as Resident Agent
of the above named corporation.
Resident Agent
Dated: April 14, 1997 By: /s/ Yvonne Allen
--------------------------
Name: Yvonne Allen
------------------------
PARACORP Representative
-----------------------------
PARACORP, INC.
-----------------------------
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EXHIBIT 3.2
BY LAWS OF BULL RUN, INC.
DATED MAY 1, 1997
<PAGE>
BYLAWS
OF
BULL RUN, INC.
A NEVADA CORPORATION
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1. PRINCIPAL OFFICE . . . . . . . . . . . . . . . . . . . . . . . .1
Section 2. OTHER OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II - DIRECTORS-MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1. POWERS, STANDARD OF CARE . . . . . . . . . . . . . . . . . . . .1
1.1 POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 STANDARD OF CARE; LIABILITY . . . . . . . . . . . . . . . .1
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. . . . . . . . . . . . . .2
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS . . . . . . . . . . . .2
Section 4. VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 5. REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .3
Section 6. PLACE OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . .3
Section 7. ANNUAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . .4
Section 8. OTHER REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . .4
Section 9. SPECIAL MEETINGS/NOTICES . . . . . . . . . . . . . . . . . . . .4
Section 10. WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . .4
Section 11. QUORUMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 12. ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 13. NOTICE OF ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . .5
Section 14. SOLE DIRECTOR PROVIDED BY ARTICLES OR BYLAWS . . . . . . . . . .5
Section 15. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. . . . . . . . . .5
Section 16. COMPENSATION OF DIRECTORS. . . . . . . . . . . . . . . . . . . .5
Section 17. COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 18. MEETINGS AND ACTION OF COMMITTEES. . . . . . . . . . . . . . . .6
Section 19. ADVISORY DIRECTORS . . . . . . . . . . . . . . . . . . . . . . .6
</TABLE>
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<TABLE>
<S> <C>
ARTICLE III - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 1. OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 2. ELECTION OF OFFICERS . . . . . . . . . . . . . . . . . . . . . .6
Section 3. SUBORDINATE OFFICERS, ETC. . . . . . . . . . . . . . . . . . . .6
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. . . . . . . . . . . . . . .7
Section 5. VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 6. CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . .7
Section 7. PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 8. VICE PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 9. SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 10. TREASURER. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
ARTICLE IV - STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . .8
Section 1. PLACE OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . .8
Section 2. ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .9
Section 3. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . .9
Section 4. NOTICE OF MEETINGS - REPORTS . . . . . . . . . . . . . . . . . .9
Section 5. QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6. ADJOURNED MEETING AND NOTICE THEREOF . . . . . . . . . . . . . 10
Section 7. WAIVER OR CONSENT BY ABSENT STOCKHOLDERS . . . . . . . . . . . 11
Section 9. VOTING RIGHTS; CUMULATIVE VOTING.. . . . . . . . . . . . . . . 12
Section 10. PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11. CHAIRMAN AND SECRETARY OF MEETING. . . . . . . . . . . . . . . 13
Section 12. INSPECTORS OF ELECTION . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V - CORPORATE RECORDS AND REPORTS; INSPECTION. . . . . . . . . . . . . . . 14
Section 1. RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. MAINTENANCE AND INSPECTION OF SHARE REGISTER . . . . . . . . . 14
</TABLE>
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<TABLE>
<S> <C>
Section 3. MAINTENANCE AND INSPECTION OF BYLAWS . . . . . . . . . . . . . 15
Section 4. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . 15
Section 5. ANNUAL STATEMENT OF GENERAL INFORMATION. . . . . . . . . . . . 15
ARTICLE VI - GENERAL CORPORATE MATTERS. . . . . . . . . . . . . . . . . . . . . . 15
Section 1. CHECKS, DRAFTS, AND EVIDENCE OF INDEBTEDNESS . . . . . . . . . 15
Section 2. CORPORATE CONTRACTS AND INSTRUMENTS, HOW EXECUTED. . . . . . . 15
Section 3. REPRESENTATION OF SHARES OF OTHER CORPORATION. . . . . . . . . 15
Section 4. CONSTRUCTION AND DEFINITIONS . . . . . . . . . . . . . . . . . 16
ARTICLE VII - AMENDMENTS TO BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1. AMENDMENT BY STOCKHOLDERS. . . . . . . . . . . . . . . . . . . 16
Section 2. AMENDMENT BY DIRECTORS . . . . . . . . . . . . . . . . . . . . 16
Section 3. RECORD OF AMENDMENTS . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII - SHARES OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 1. CERTIFICATE OF STOCK . . . . . . . . . . . . . . . . . . . . . 16
Section 2. LOST OR DESTROYED CERTIFICATES . . . . . . . . . . . . . . . . 17
Section 3. TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. RECORD DATE. . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IX - DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE X - FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE XI - CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE XII INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE XIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 1. STOCKHOLDERS' AGREEMENTS . . . . . . . . . . . . . . . . . . . 19
Section 2. SUBSIDIARY CORPORATIONS. . . . . . . . . . . . . . . . . . . . 19
</TABLE>
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BYLAWS
OF
BULL RUN, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of
business of the Corporation is hereby fixed and located at Two Venture Plaza,
Suite 380, Irvine, CA 92618. The location may be changed by approval of a
majority of the authorized Directors, and additional offices may be established
and maintained at such other place or places, either within or outside of
Nevada, as the Board of Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any
time be established by the Board of Directors at any place or places where the
Corporation is qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. POWERS, STANDARD OF CARE.
1.1 POWERS: Subject to the provisions of the Nevada Revised
Statutes (hereinafter the "Code"), and subject to any limitations in the
Articles of Incorporation of the Corporation relating to action required to be
approved by the Stockholders of record, as that term is defined in the Code, or
by the outstanding shares, as that term is defined in the Code, the business and
affairs of the Corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The Board of
Directors may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other persons, provided
that the business and affairs of the Corporation shall be managed, and all
corporate powers shall be exercised, under the ultimate direction of the Board.
1.2 STANDARD OF CARE; LIABILITY:
1.2.1 Each Director shall exercise such powers and otherwise
perform such duties, in good faith, in the matters such Director believes to be
in the best interests of the Corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as a person in a like position
would use under similar circumstances.
1.2.2 In performing the duties of a Director, a Director
shall be entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, in which case prepared
or presented by:
1.3.1 One or more officers or employees of the
Corporation whom the Director believes to be reliable and competent in the
matters presented,
1.3.2 Counsel, independent accountants or other
persons as to which the Director believes to be within such person's
professional or expert competence, or
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1.3.3 A Committee of the Board upon which the Director
does not serve, as to matters within its designated authority, which committee
the Director believes to merit confidence, so long as in any such case the
Director acts in good faith, after reasonable inquiry when the need therefor is
indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors of the Corporation shall be not less than one (1) nor more than
five (5) until changed by a duly adopted amendment to the Articles of
Incorporation or by an amendment to this Section 2 of Article II of these Bylaws
or, without amendment of these Bylaws, the number of Directors may be fixed or
changed by resolution adopted by the vote of the majority of Directors in office
or by the vote of holders of shares representing a majority of the voting power
at any annual meeting, or any special meeting called for such purpose; but no
reduction of the number of Directors shall have the effect of removing any
Director prior to the expiration of his term.
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.
3.1 Directors shall be elected at each annual meeting of the
Stockholders to hold office until the next annual meeting. If any such annual
meeting of Stockholders is not held or the Directors are not elected thereat,
the Directors may be elected at any special meeting of Stockholders held for
that purpose. Each Director, including a Director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.
3.2 Except as may otherwise be provided herein, or in the
Articles of Incorporation by way of cumulative voting rights, the members of the
Board of Directors of this Corporation, who need not be Stockholders, shall be
elected by a plurality of the votes cast at a meeting of Stockholders, by the
holders of shares of stock present in person or by proxy, entitled to vote in
the election.
Section 4. VACANCIES.
4.1 Vacancies on the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, except that a vacancy created by the removal of a Director
by the vote or written consent of the Stockholders, or by a court order, may be
filled only by the vote of a majority of the shares entitled to vote,
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of the majority of the outstanding shares entitled to
vote. Each Director so elected shall hold office until the next annual meeting
of the Stockholders and until a successor has been elected and qualified.
4.2 A vacancy or vacancies on the Board of Directors shall be
deemed to exist in the event of the death, resignation or removal of any
Director, or if the Board of Directors by resolution declares vacant the office
of a Director who has been declared of unsound mind by an order of court or
convicted of a felony.
4.3 The Stockholders may elect a Director or Directors at any
time to fill any vacancy or vacancies, but any such election by written consent
shall require the consent of a majority of the outstanding shares entitled to
vote.
4.4 Any Director may resign, effective on giving written notice
to the Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may, prior to the effective date of a Director's
resignation, elect a successor to take office when the resignation becomes
effective.
4.5 No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of office
expires.
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Section 5. REMOVAL OF DIRECTORS.
5.1 The entire Board of Directors, or any individual Director,
may be removed from office as provided by Section 78.335 of the Code at any
special meeting of Stockholders called for such purpose by vote of the holders
of two-thirds of the voting power entitling them to elect Directors in place of
those to be removed, subject to the provisions of Section 5.2.
5.2 No Director may be removed (unless the entire Board is
removed) when the votes cast against removal or not consenting in writing to
such removal would be sufficient to elect such Director if voted cumulatively at
an election at which the same total number of votes were cast (or, if such
action is taken by written consent, all shares entitled to vote, were voted) and
the entire number of Directors authorized at the time of the Directors most
recent election were then being elected; and when by the provisions of the
Articles of Incorporation the holders of the shares of any class or series
voting as a class or series are entitled to elect one or more Directors, any
Director so elected may be removed only by the applicable vote of the holders of
the shares of that class or series.
Section 6. PLACE OF MEETINGS. Regular meetings of the Board of Directors
shall be held at any place within or outside the state that has been designated
from time to time by resolution of the Board. In the absence of such resolution,
regular meetings shall be held at the principal executive office of the
Corporation. Special meetings of the Board shall be held at any place within or
outside the state that has been designated in the notice of the meeting, or, if
not stated in the notice or there is no notice, at the principal executive
office of the Corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment pursuant to Section
78.320 of the Code, so long as all Directors participating in such meeting can
hear one another, and all such Directors shall be deemed to have been present in
person at such meeting.
Section 7. ANNUAL MEETINGS. Immediately following each annual meeting of
Stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business. Notice of this meeting shall not be required. Minutes of any meeting
of the Board, or any committee thereof, shall be maintained as required by the
Code by the Secretary or other officer designated for that purpose.
Section 8. OTHER REGULAR MEETINGS.
8.1 Other regular meetings of the Board of Directors shall be
held without call at such time as shall from time to time be fixed by the Board
of Directors. Such regular meetings may be held without notice, provided the
time and place of such meetings has been fixed by the Board of Directors, and
further provided the notice of any change in the time of such meeting shall be
given to all the Directors. Notice of a change in the determination of the time
shall be given to each Director in the same manner as notice for such special
meetings of the Board of Directors.
8.2 If said day falls upon a holiday, such meetings shall be held
on the next succeeding day thereafter.
Section 9. SPECIAL MEETINGS/NOTICES.
9.1 Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or any Vice President or the Secretary or any two Directors.
9.2 Notice of the time and place for special meetings shall be
delivered personally or by telephone to each Director or sent by first class
mail or telegram, charges prepaid, addressed to each Director at his or her
address as it is shown in the records of the Corporation. In case such notice is
mailed, it shall be deposited in
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the United States mail at least four days prior to the time of holding the
meeting. In case such notice is delivered personally, or by telephone or
telegram, it shall be delivered personally or be telephone or to the telegram
company at least 48 hours prior to the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated to either the
Director or to a person at the office of the Director who the person giving the
notice has reason to believe will promptly communicate same to the Director. The
notice need not specify the purpose of the meeting, nor the place, if the
meeting is to be held at the principal executive office of the Corporation.
Section 10. WAIVER OF NOTICE.
10.1 The transactions of any meeting of the Board of Directors,
however called, noticed, or wherever held, shall be as valid as though had at a
meeting duly held after the regular call and notice if a quorum is present and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding the meeting or an approval of
the minutes thereof. Waivers of notice or consent need not specify the purposes
of the meeting. All such waivers, consents and approvals shall be filed with the
corporate records or made part of the minutes of the meeting.
10.2 Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.
Section 11. QUORUMS. A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 12 of this Article II. Every act or decision done or made by
a majority of the Directors present at a meeting duly held at which a quorum was
present shall be regarded as the act of the Board of Directors, unless a greater
number is required by law or the Articles of Incorporation. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Directors, if any action taken is approved by at least a
majority of the required quorum for that meeting.
Section 12. ADJOURNMENT. A majority of the Directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of the
holding of an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case notice of such time and place
shall be given prior to the time of the adjourned meeting to the Directors who
were not present at the time of the adjournment.
Section 14. SOLE DIRECTOR PROVIDED BY ARTICLES OR BYLAWS. In the event
only one Director is required by the Bylaws or the Articles of Incorporation,
then any reference herein to notices, waivers, consents, meetings or other
actions by a majority or quorum of the Board of Directors shall be deemed or
referred as such notice, waiver, etc., by the sole Director, who shall have all
rights and duties and shall be entitled to exercise all of the powers and shall
assume all the responsibilities otherwise herein described, as given to the
Board of Directors.
Section 15. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. Pursuant to
Section 78.315 of the Code, any action required or permitted to be taken by the
Board of Directors may be taken without a meeting and with the same force and
effect as if taken by a unanimous vote of Directors, if authorized by a writing
signed individually or collectively by all members of the Board of Directors.
Such consent shall be filed with the regular minutes of the Board of Directors.
Section 16. COMPENSATION OF DIRECTORS. Directors, and members as such,
shall not receive any stated salary for their services, but by resolution of the
Board of Directors, a fixed sum and expense of attendance, if any, may be
allowed for attendance at each regular and special meeting of the Board of
Directors; provided, however,
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that nothing contained herein shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, employee or
otherwise receiving compensation for such services.
Section 17. COMMITTEES. Committees of the Board of Directors may be
appointed by resolution passed by a majority of the whole Board. Committees
shall be composed of two or more members of the Board of Directors. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by the Code.
Section 18. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such
changes in the context of those Sections as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and special
meetings of committees may also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.
Section 19. ADVISORY DIRECTORS. The Board of Directors from time to time
may elect one or more persons to be Advisory Directors, who shall not by such
appointment be members of the Board of Directors. Advisory Directors shall be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board of Directors. The period during which the
title shall be held may be prescribed by the Board of Directors. If no period is
prescribed, the title shall be held at the pleasure of the Board of Directors.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The principal officers of the Corporation shall be a
President, a Secretary, and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same
person.
Section 2. ELECTION OF OFFICERS. The principal officers of the
Corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen by the
Board of Directors, and each shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint
such other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to time
determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
4.1 Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or without
cause, by a majority of the Directors at that time in office, at any regular or
special meeting of the Board of Directors, or, except in the case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors.
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4.2 Any officer may resign at any time by giving written notice
to the Board of Directors. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Corporation under any contract to which
the officer is a party.
Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to that office.
Section 6. CHAIRMAN OF THE BOARD.
6.1 The Chairman of the Board, if such an officer be elected,
shall, if present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may, from time to time, be
assigned by the Board of Directors or prescribed by the Bylaws. If there is no
President, the Chairman of the Board shall, in addition, be the Chief Executive
Officer of the Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there is
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. The President shall preside at all meetings of the Stockholders
and, in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall have the general powers
and duties of management usually vested in the office of President of a
corporation, shall be ex officio a member of all the standing committees,
including the Executive Committee, if any, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.
Section 8. VICE PRESIDENT. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the Board
of Directors, shall perform all the duties of the President, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them, respectively, by
the Board of Directors or the Bylaws, the President, or the Chairman of the
Board.
Section 9. SECRETARY.
9.1 The Secretary shall keep, or cause to be kept, a book of
minutes of all meetings of the Board of Directors and Stockholders at the
principal office of the Corporation or such other place as the Board of
Directors may order. The minutes shall include the time and place of holding the
meeting, whether regular or special, and if a special meeting, how authorized,
the notice thereof given, and the names of those present at Directors' and
committee meetings, the number of shares present or represented at Stockholders'
meetings and the proceedings thereof.
9.2 The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the Corporation's
transfer agent, a share register, or duplicate share register, showing the names
of the Stockholders and their addresses; the number and classes or shares held
by each; the number and date of certificates issued for the same; and the number
and date of cancellation of every certificate surrendered for cancellation.
9.3 The Secretary shall give, or cause to be given, notice of all
the meetings of the Stockholders and of the Board of Directors required by the
Bylaws or by law to be given. The Secretary shall keep
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the seal of the Corporation in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by the Bylaws.
Section 10. TREASURER.
10.1 The Treasurer shall keep and maintain, or cause to be kept
and maintained, in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares issued.
The books of account shall, at all reasonable times, be open to inspection by
any Director.
10.2 The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of the
transactions of the Treasurer and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.
ARTICLE IV
STOCKHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. Meetings of the Stockholders shall be
held at any place within or outside the state of Nevada designated by the Board
of Directors. In the absence of any such designation, Stockholders' meetings
shall be held at the principal executive office of the Corporation.
Section 2. ANNUAL MEETING.
2.1. The annual meeting of the Stockholders shall be held, each
year, as follows:
Time of Meeting: 10:00 A.M.
Date of Meeting: April 15
2.2 If this day shall be a legal holiday, then the meeting shall
be held on the next succeeding business day, at the same time. At the annual
meeting, the Stockholders shall elect a Board of Directors, consider reports of
the affairs of the Corporation and transact such other business as may be
properly brought before the meeting.
2.3 If the above date is inconvenient, the annual meeting of
Stockholders shall be held each year on a date and at a time designated by the
Board of Directors within twenty days of the above date upon proper notice to
all Stockholders.
Section 3. SPECIAL MEETINGS.
3.1 Special meetings of the Stockholders for any purpose or
purposes whatsoever, may be called at any time by the Board of Directors, the
Chairman of the Board, the President, or by one or more Stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at any
such meeting. Except as provided in paragraph B below of this Section 3, notice
shall be given as for the annual meeting.
3.2 If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President or the Secretary of the Corporation.
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The officer receiving such request shall forthwith cause notice to be given to
the Stockholders entitled to vote, in accordance with the provisions of Sections
4 and 5 of this Article, that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than 35 nor more than 60
days after the receipt of the request. If the notice is not given within 20 days
after receipt of the request, the person or persons requesting the meeting may
give the notice in the manner provided in these Bylaws or upon application to
the Superior Court. Nothing contained in this paragraph of this Section shall be
construed as limiting, fixing or affecting the time when a meeting of
Stockholders called by action of the Board of Directors may be held.
Section 4. NOTICE OF MEETINGS - REPORTS.
4.1 Notice of any Stockholders meetings, annual or special, shall
be given in writing not less than 10 days nor more than 60 days before the date
of the meeting to Stockholders entitled to vote thereat by the Secretary or the
Assistant Secretary, or if there be no such officer, or in the case of said
Secretary or Assistant Secretary's neglect or refusal, by any Director or
Stockholder.
4.2 Such notices or any reports shall be given personally or by
mail or other means of written communication as provided in the Code and shall
be sent to the Stockholder's address appearing on the books of the Corporation,
or supplied by the Stockholder to the Corporation for the purpose of notice, and
in the absence thereof, as provided in the Code by posting notice at a place
where the principal executive office of the Corporation is located or by
publication at least once in a newspaper of general circulation in the county in
which the principal executive office is located.
4.3 Notice of any meeting of Stockholders shall specify the
place, the day and the hour of meeting, and (i) in case of a special meeting,
the general nature of the business to be transacted and that no other business
may be transacted, or (ii) in the case of an annual meeting, those matters which
the Board of Directors, at the date of mailing of notice, intends to present for
action by the Stockholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.
4.4 Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of written
communication. The officer giving such notice or report shall prepare and file
in the minute book of the Corporation an affidavit or declaration thereof.
4.5 If action is proposed to be taken at any meeting for approval
of (i) contracts or transactions in which a Director has a direct or indirect
financial interest, pursuant to the Code, (ii) an amendment to the Articles of
Incorporation, pursuant to the Code, (iii) a reorganization of the Corporation,
pursuant to the Code, (iv) dissolution of the Corporation, pursuant to the Code,
or (v) a distribution to preferred Stockholders, pursuant to the Code, the
notice shall also state the general nature of such proposal.
Section 5. QUORUM.
5.1 The holders of a majority of the shares entitled to vote at a
Stockholders' meeting, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by the Code or by these Bylaws.
5.2 The Stockholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a majority
of the shares required to constitute a quorum.
Section 6. ADJOURNED MEETING AND NOTICE THEREOF.
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6.1 Any Stockholders' meeting, annual or special, whether or not
a quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
such meeting.
6.2 When any meeting of Stockholders, either annual or special,
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the Board of Directors shall set a new
record date. Notice of any adjourned meeting shall be given to each Stockholder
of record entitled to vote at the adjourned meeting in accordance with the
provisions of Section 4 of this Article. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.
Section 7. WAIVER OR CONSENT BY ABSENT STOCKHOLDERS.
7.1 The transactions of any meeting of Stockholders, either
annual or special, however called and noticed, shall be valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
Stockholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting or an approval of
the minutes thereof.
7.2 The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any regular or special meeting of
Stockholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section E of Section 4 of this
Article, the waiver of notice or consent shall state the general nature of such
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
7.3 Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not included
in the notice is such objection in
Section 8. OTHER ACTIONS WITHOUT A MEETING.
8.1 Unless otherwise provided in the Code, any action which may
also be taken at any annual or special meeting of the Stockholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
8.2 Unless the consents of all Stockholders entitled to vote have
been solicited in writing,
(i) Notice of any Stockholder approval without a meeting by less
than unanimous written consent shall be given at least ten (10) days before the
consummation of the action authorized by such approval; and
(ii) Prompt notice shall be given of the taking of any other
corporate action approved by Stockholders without a meeting by less than
unanimous written consent, to each of those Stockholders entitled to vote who
have not consented in writing.
8.3 Any Stockholder giving a written consent, or the
Stockholder's proxy holders, or a transferee of the shares or a personal
representative of the Stockholder or their respective proxy holders, may revoke
the consent by a writing received by the Secretary of the Corporation before
written consents of the number of
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shares required to authorize the proposed action have been filed with the
Secretary, but not do so thereafter. Such revocation is effective upon its
receipt by the Secretary.
Section 9. VOTING RIGHTS; CUMULATIVE VOTING.
9.1 Only persons in whose names shares entitled to vote stand on
the stock records of the Corporation on the day fixed by the Board of Directors
for the determination of the Stockholders of records, shall be entitled to vote
at any Stockholders' meeting.
9.2 The candidate receiving the highest number of votes up to the
number of Directors to be elected are elected.
9.3 The Board of Directors may fix a time as record date for the
determination of the Stockholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or distribution, or any
allotment, rights, or to exercise the rights in respect to any such change,
conversion, or exchange of shares. In such case, only Stockholders of record on
the date so fixed shall be entitled to notice of and to vote at such meeting, or
to receive such dividends, distributions, or allotment of rights or to exercise
such rights, as the case may be, notwithstanding a transfer of any share on the
books of the Corporation after any record date fixed as aforesaid.
Section 10. PROXIES.
10.1 Every Stockholder entitled to vote for Directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy validly executed by the Stockholder and
filed with the Secretary of the Corporation. A proxy may be executed by written
authorization signed, or by electronic transmission authorized, by the
Stockholder or the Stockholder's attorney-in-fact, giving the proxy holder(s)
the power to vote the Stockholder's shares. A proxy shall be deemed signed if
the Stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the Stockholder or the
Stockholder's attorney-in-fact. A proxy may also be transmitted orally by
telephone if submitted with information from which it may be determined that the
proxy was authorized by the Stockholder or the Stockholder's attorney-in-fact.
10.2 A validly executed proxy shall expire six (6) months after
the date of the proxy, unless it is coupled with an interest or unless the
Stockholder specifies in it the length of time for which it is to continue in
force, which may not exceed seven (7) years from the date of the proxy. A
validly executed proxy will also expire upon (i) revocation by the person
executing it, before the vote pursuant to that proxy, by a writing delivered to
the Corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy; or (ii) written notice of the death or incapacity of the
maker of that proxy is received by the Corporation before the vote pursuant to
that proxy is counted.
Section 11. CHAIRMAN AND SECRETARY OF MEETING. The President, or in the
absence of the President, any Vice President, shall call the meeting of the
Stockholders to order, and shall act as Chairman of the meeting. In the absence
of the President and all the Vice Presidents, Stockholders shall appoint a
Chairman at such meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the Stockholders, but in the absence of the
Secretary at any meeting of the Stockholders, the presiding officer shall
appoint any person to act as such Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION.
12.1 Before any meeting of Stockholders, the Board of Directors
may appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment. If no inspectors of election are so
appointed, the Chairman of the meeting may, and on the request of any
Stockholder or a
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Stockholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more Stockholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the Chairman of the meeting may, and upon the request of any Stockholder or a
Stockholder's proxy shall, appoint a person to fill that vacancy.
12.2 The duties of these inspectors shall be as follows:
(i) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
and the authenticity, validity, and effect of proxies;
(ii) Receive votes, ballots, or consents;
(iii) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(iv) Count and tabulate all votes or consents;
(v) Determine the result; and
(vi) Do any other acts that may be proper to conduct the election
or vote with fairness to all Stockholders.
ARTICLE V
CORPORATE RECORDS AND REPORTS; INSPECTION
Section 1. RECORDS. The Corporation shall maintain, in accordance with
generally accepted accounting principles, adequate and correct accounts, books
and records of its business and properties. If the Corporation has fewer than
one hundred (100) Stockholders, the financial statements need not be prepared
according to generally accepted accounting principles so long as the financial
statement reasonably sets forth the assets and liabilities, income and expenses
of the Corporation, and discloses the accounting basis used. All such books,
records and accounts shall be kept at the principal executive office of the
Corporation, as fixed by the Board of Directors, from time to time, or shall be
kept at such place or such places as designated by the Board of Directors. The
minutes shall be kept in written form and the accounting books and records shall
be kept either in written form or in any other form capable of being converted
into written form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any Stockholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a Stockholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney, and shall include the right to copy and make extracts.
These rights of inspection shall extend to the records of each subsidiary
corporation of the Corporation.
Section 2. MAINTENANCE AND INSPECTION OF SHARE REGISTER.
2.1 The Corporation shall keep at its principal executive office,
or at the office of its transfer agent or registrar, if either be appointed and
as determined by resolution of the Board of Directors, a record of its
Stockholders, giving the names and addresses of all Stockholders and the number
and class of shares held by each Stockholder.
2.2 Any person who has been a Stockholder of record of the
Corporation for at least six (6) months immediately preceding his demand, or any
person holding at least five percent (5%) in the aggregate of the outstanding
voting shares of the Corporation may (i) inspect and copy the records of
Stockholders' names and
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addresses and shareholdings during usual business hours on five days' prior
written demand on the Corporation, and (ii) obtain from the transfer agent of
the Corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the Stockholders' names and addresses,
who are entitled to vote for the election of Directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the Stockholder after the date of demand. This list shall be
made available to any such Stockholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
Stockholders shall also be open to inspection on the written demand of any
Stockholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
Stockholder or as the holder of a voting trust certificate. Any inspection and
copying under this Section may be made in person or by an agent or attorney of
the Stockholder or holder of a voting trust certificate making the demand.
Section 3. MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation shall
keep at its principal executive office, or if not in this state, at its
principal business office in this state, the original or a copy of the Bylaws
amended to date, which shall be open to inspection by the Stockholders at all
reasonable times during office hours. If the principal executive office of the
Corporation is outside the state and the Corporation has no principal business
office in this state, the Secretary shall, upon written request of any
Stockholder, furnish to such Stockholder a copy of the Bylaws as amended to
date.
Section 4. FINANCIAL STATEMENTS. Any person who has been a Stockholder
of record and owns not less than fifteen percent (15%) of all of the issued and
outstanding shares of stock or has been authorized in writing by the holders of
at lest fifteen percent (15%) of the issued and outstanding shares, upon at
least five (5) days' written demand, is entitled to inspect in person or by
agent or attorney, during normal business hours, the books of account and all
financial records of the Corporation, to make extracts therefrom, and to conduct
an audit of such records. Holders of voting trust certificates representing
fifteen percent (15%) of the issued and outstanding shares of the Corporation
shall be regarded as Stockholders for the purpose of this Section. All costs for
making extracts of records or conducting an audit shall be borne by the person
exercising his rights under this Section. The rights authorized herein may be
denied to any Stockholder upon his refusal to furnish the Corporation an
affidavit that such inspection, extracts or audit is not desired for any purpose
not related to his interest in the Corporation as a Stockholder.
Section 5. ANNUAL STATEMENT OF GENERAL INFORMATION. The Corporation
shall, in a timely manner, in each year, file with the Secretary of State of
Nevada, on the prescribed form, a statement in compliance with the Code.
ARTICLE VI
GENERAL CORPORATE MATTERS
Section 1. CHECKS, DRAFTS, AND EVIDENCE OF INDEBTEDNESS. All checks,
drafts or other orders for payments of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.
Section 2. CORPORATE CONTRACTS AND INSTRUMENTS, HOW EXECUTED. The Board
of Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the Board of Directors or within the agency power of any officer, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or to any amount.
Section 3. REPRESENTATION OF SHARES OF OTHER CORPORATION. The Chairman
of the Board, the President, or any Vice President, or any other person
authorized by resolution of the Board of Directors by any of
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the foregoing designated officers, is authorized to vote on behalf of the
Corporation any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of the Corporation. The authority herein
granted to said officers to vote or represent on behalf of the corporation or
corporations may be exercised by any such officer in person or by any person
authorized to do so by proxy duly elected by said officer.
Section 4. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions of the
Nevada Revised Statutes shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the singular number includes the
plural, the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.
ARTICLE VII
AMENDMENTS TO BYLAWS
Section 1. AMENDMENT BY STOCKHOLDERS. All Bylaws of the Corporation
shall be subject to alteration or repeal, and new Bylaws may be made by the
affirmative vote of Stockholders holding of record in the aggregate at least a
majority of the outstanding shares of stock entitled to vote in the election of
Directors at any annual or special meeting of Stockholders, provided that the
notice or waiver of notice of such meeting shall have summarized or set forth in
full therein, the proposed amendment.
Section 2. AMENDMENT BY DIRECTORS. The Board of Directors shall have
power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the
Corporation, provided, however, that the Stockholders entitled to vote with
respect thereto as in this Article V above-provided may alter, amend or repeal
Bylaws made by the Board of Directors, except that the Board of Directors shall
have no power to change the quorum for meetings of Stockholders or of the Board
of Directors or to change any provisions of the Bylaws with respect to the
removal of Directors of the filling of vacancies in the Board resulting from the
removal by the Stockholders. In any bylaw regulating an impending election of
Directors is adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of Stockholders for the election
of Directors, the Bylaws so adopted, amended or repealed, together with a
concise statement of the changes made.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is
adopted, it shall be copies in the corporate book of Bylaws with the original
Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written assent
was filed shall be stated in the corporate book of Bylaws.
ARTICLE VIII
SHARES OF STOCK
Section 1. CERTIFICATE OF STOCK.
1.1 The certificates representing shares of the Corporation's
stock shall be in such form as shall be adopted by the Board of Directors, and
shall be numbered and registered in the order issued. The certificates shall
bear the following: the Corporate Seal, the holder's name, the number of shares
of stock and the signatures of: (1) the Chairman of the Board, the President or
a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or
Assistant Treasurer.
1.2 No certificate representing shares of stock shall be issued
until the full amount of consideration therefore has been paid, except as
otherwise permitted by law.
1.3 To the extent permitted by law, the Board of Directors may
authorize the issuance of certificates for fractions of a share of stock which
shall entitle the holder to exercise voting rights, receive dividends and
participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of fractions
of a share of stock as of the time when those entitled to receive such fractions
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are determined; or its may authorize the issuance, subject to such conditions as
may be permitted by law, of scrip in registered or bearer form over the
signature of an officer or agent of the corporation, exchangeable as therein
provided for full shares of stock, but such scrip shall not entitle the holder
to any rights of a Stockholder, except as therein provided.
Section 2. LOST OR DESTROYED CERTIFICATES. The holder of any certificate
representing shares of stock of the Corporation shall immediately notify the
Corporation of any loss or destruction of the certificate representing the same.
The Corporation may issue a new certificate in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed. On production
of such evidence of loss or destruction as the Board of Directors in its
discretion may require, the Board of Directors may, in its discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the Corporation a bond in such sum as the Board may direct, and with such
surety or sureties as may be satisfactory to the Board, to indemnify the
Corporation against any claims, loss, liability or damage it may suffer on
account of the issuance of the new certificate. A new certificate may be issued
without requiring any such evidence or bond when, in the judgment of the Board
of Directors, it is proper to do so.
Section 3. TRANSFER OF SHARES.
3.1 Transfer of shares of stock of the Corporation shall be made
on the stock ledger of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of authority
to transfer and of payment of taxes as the Corporation or its agents may
require.
3.2 The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the absolute owner thereof for all
purposes and , accordingly, shall not be bound to recognize any legal, equitable
or other claim to, or interest in, such share or shares of stock on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.
Section 4. RECORD DATE. In lieu of closing the stock ledger of the
Corporation, the Board of Directors may fix, in advance, a date not exceeding
sixty (60) days, nor less than ten (10) days, as the record date for the
determination of Stockholders entitled to receive notice of, or to vote at, any
meeting of Stockholders, or to consent to any proposal without a meeting, or for
the purpose of determining Stockholders entitled to receive payment of any
dividends or allotment of any rights, or for the purpose of any other action. If
no record date is fixed, the record date for the determination of Stockholders
entitled to notice of, or to vote at, a meeting of Stockholders shall be at the
close of business on the day next preceding the day on which the notice is
given, or, if no notice is given, the day preceding the day on which the meeting
is held. The record date for determining Stockholders for any other purpose
shall be at the close of business on the day on which the resolution of the
Directors relating thereto is adopted. When a determination of Stockholders of
record entitled to notice of, or to vote at, any meeting of Stockholders has
been made, as provided for herein, such determination shall apply to any
adjournment thereof, unless the Directors fix a new record date for the
adjourned meeting.
ARTICLE IX
DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amount, and at such time or times as
the Board of Directors may determine.
ARTICLE X
FISCAL YEAR
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The fiscal year of the Corporation shall be March 31, and may be changed by
the Board of Directors from time to time subject to applicable law.
ARTICLE XI
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the date of its incorporation, and the word
"Nevada" to indicate the Corporation was incorporated pursuant to the laws of
the State of Nevada.
ARTICLE XII
INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a Director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actual
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding or in connection with any appeal therein that such officer, Director
or employee is liable for gross negligence or misconduct in the performance of
his duties.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or Director or employee may be entitled apart
from the provisions of this section.
The amount of indemnity to which any officer or any Director may be
entitled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
ARTICLE XIII
MISCELLANEOUS
Section 1. STOCKHOLDERS' AGREEMENTS. Notwithstanding anything contained
in this Article XI to the contrary, in the event the Corporation elects to
become a close corporation, an agreement between two or more Stockholders
thereof, if in writing and signed by the parties thereto, may provide that in
exercising any voting rights, the shares held by them shall be voted as provided
therein, and may otherwise modify the provisions contained in Article IV, herein
as to Stockholders' meetings and actions.
Section 2. SUBSIDIARY CORPORATIONS. Shares of the Corporation owned by a
subsidiary shall not be entitled to vote on any matter. For the purpose of this
Section, a subsidiary of the Corporation is defined as another corporation of
which shares thereof possessing more than 25% of the voting power are owned
directly or indirectly through one or more other corporations of which the
Corporation owns, directly or indirectly, more than 50% of the voting power.
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CERTIFICATE OF SECRETARY
I, the undersigned, certify that:
1. I am the duly elected and acting Secretary of BULL RUN, INC., a Nevada
corporation; and
2. The foregoing Bylaws, consisting of 19 pages, are the Bylaws of this
Corporation as adopted by the Board of Directors.
IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of
this Corporation on this 1st day of May, 1997.
/s/ Lynne Bolduc
-----------------------
Lynne Bolduc, Secretary
[SEAL]
