<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
AMENDMENT NO. 1 TO
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:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
--------------------- ----------------------------------
<S> <C>
Common None
</TABLE>
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
- -----------------------------
(Title of Class)
<PAGE>
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
1
<PAGE>
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.
2
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Many of the trends found in the children's 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.
3
<PAGE>
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 $ $
- -----------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
(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,
5
<PAGE>
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.
6
<PAGE>
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
7
<PAGE>
PART III
ITEM 1 AND
ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document Description
- ----------- --------------------
<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
3.3 Independent Auditors Report For The Period Ended December 31, 1998
</TABLE>
8
<PAGE>
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 11, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lawrence Horwitz Chief Executive Officer, President
- ---------------------- Secretary and Director February 11, 1999
Lawrence W. Horwitz
/s/ Gregory B. Beam Vice President, Chief Financial
- ---------------------- Officer and Director February 11, 1999
Gregory B. Beam
</TABLE>
9
<PAGE>
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
STATE OF NEVADA
OF
APR 14 1997
Dean Heller Secretary of State
No C7879-97
BULL RUN, INC.
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
1
<PAGE>
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
----------------------------
MICHELLE SCHMIDT
COMM. #994078
Notary Public - California
ORANGE COUNTY
My Comm. Expires May 2, 1997
----------------------------
2
<PAGE>
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.
---------------------------------------
3
<PAGE>
EXHIBIT 3.2
BYLAWS 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
i
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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
ii
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Section 2. MAINTENANCE AND INSPECTION OF SHARE REGISTER ................ 14
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.
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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.
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.
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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 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.
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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, 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
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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.
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
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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 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:
<TABLE>
<S> <C>
Time of Meeting: 10:00 A.M.
Date of Meeting: April 15
</TABLE>
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
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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. 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.
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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.
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
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<PAGE>
(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 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.
10
<PAGE>
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 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.
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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 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,
12
<PAGE>
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 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.
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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 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
14
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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
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.
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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]
<PAGE>
EXHIBIT 3.3
INDEPENDENT AUDITORS REPORT
FOR THE PERIOD ENDED DECEMBER 31, 1998
<PAGE>
BULL RUN, INC.
(A Development Stage Company)
(A Nevada Corporation)
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITOR'S REPORT
FOR THE PERIOD ENDED DECEMBER 31, 1998,
THE YEAR ENDED MARCH 31, 1998
AND FOR THE PERIOD APRIL 14, 1997 (INCEPTION) THROUGH DECEMBER 31, 1998
<PAGE>
BULL RUN, INC.
(A DEVELOPMENT STAGE COMPANY)
(A NEVADA CORPORATION)
BALANCE SHEET
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
ASSETS December 31, 1998 March 31, 1998
----------------- --------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 9,160 $ 9,260
----------------- --------------
TOTAL CURRENT ASSETS $ 9,160 $ 9,260
----------------- --------------
TOTAL ASSETS $ 9,160 $ 9,160
----------------- --------------
----------------- --------------
LIABILITIES
Current Liabilities $ 0 $ 0
----------------- --------------
TOTAL CURRENT LIABILITIES $ 0 $ 0
STOCKHOLDERS' EQUITY
Common Stock - Par Value $.001 per share;
25,000,000 Shares Authorized,
926,000 Shares Issued and Outstanding $ 9,260 $ 9,260
Retained Earnings (100) (100)
----------------- --------------
TOTAL STOCKHOLDERS' EQUITY $ 9,160 $ 9,160
----------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,160 $ 9,160
----------------- --------------
----------------- --------------
</TABLE>
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT.
-2-
<PAGE>
BULL RUN, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
as of December 31, 1998 and March 31, 1998
NOTE 1: SUMMARY SIGNIFICANT ACCOUNTING POLICIES
Bull Run, Inc., a Nevada Corporation, was incorporated on April 14, 1997. The
Company intends to engage in one or more mergers with or acquisitions of
target entities which may be private companies, partnerships, or sole
proprietorship. The Company sold 926,000 shares of common stock in a Rule 504
offering in June of 1997.
The Company is in the development stage, not yet commencing its planned
principal operations. The Company has not yet generated any revenue.
Net loss per common share is based on the weighted average of common shares
outstanding during the period. As of December 31, 1998 there were 926,000
outstanding shares of common stock.
NOTE 2: INCOME TAXES
The Company has filed the required federal income tax return covering the
period from inception through March 31, 1998. Due to the limited nature of
its current operations, the Company did not incur any tax liability as a
result of this filing. Therefore, this report does not include a provision
for tax.
NOTE 3: CAPITALIZATION
Bull Run, Inc. initially authorized 25,000,000 shares of common stock at a
par value $.001 per share.
Between June 17, 1997 and March 27, 1998 , Bull Run, Inc. issued 926,000
shares of stock at $.01 per share for $9,260. These shares have been issued
to individuals based on the cash contributed.
NOTE 4: RELATED PARTY EVENTS
The Company maintains its principle offices in space provided by the
officer's of the company on a rent free basis. The office is located at Two
Venture Plaza, Suite 350, Irvine, California.
The Company has agreed to issue 200,000 shares of common stock in lieu of
cash payment for legal services received from inception to the date of this
report. The legal services were provided by a law firm that is owned by the
directors of Bull Run, Inc. As of the date of this report these shares had
not been issued.
NOTE 5: YEAR END DATE
The Company's year end is March 31.
-6-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
TO THE BOARD OF DIRECTORS
OF BULL RUN, INC.
We have audited the accompanying balance sheets of BULL RUN, INC. (a
Development Stage Company) as of December 31, 1998 and March 31, 1998, the
related statements of Revenues and Expenses, Changes in Stockholders'
Equity/(Deficit) and Cash Flows for the period ended December 31, 1998, the
year ended March 31, 1998, and the period April 14, 1997 (inception) through
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted the audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that the audit provides a
reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage of operations
and has not generated revenues from operations. Because the Company is in the
development stage of operations, substantial doubt is raised about its
ability to continue as a going concern. The continuation of the Company as a
going concern is dependent upon the Company's ability to obtain additional
financing and/or achieve profitable operations in the future.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BULL RUN, INC. as of
December 31, 1998 and March 31, 1998 and the results of its operations and
its cash flows for the period ended December 31, 1998, the year ended March
31, 1998, and the period April 14, 1997 (inception) through December 31, 1998
in conformity with generally accepted accounting principles.
Abregov, Steinhaus & Parrino
Certified Public Accountant's
January 19, 1999
-1-
