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EXHIBIT 99.12
MINUTES OF FIRST AND ORGANIZATIONAL MEETING
OF THE BOARD OF DIRECTORS OF
CYCO.NET, INC
PLACE; ATTENDANCE. The board of directors held its first and
organizational meeting at the following place and time:
Address: 901 Rio Grande Blvd. NW, Suite G-250
City: Albuquerque
Date: April 1, 1999
Time: 10:00 a.m.
The following directors were present: Richard A. Urrea
The following directors were absent: None.
Also present at the meeting were: Daniel Urrea
The following persons officiated at the meeting:
Chairman of meeting: Richard A. Urrea
Secretary of meeting: Daniel Urrea
WAIVER OF NOTICE. The chairman presented the written waiver of notice
and consent to the holding of the first and organizational meeting of directors
signed by each director of the corporation, and instructed the secretary to make
it a part of the record of the meeting, to be inserted in the minute book
immediately preceding these minutes.
FILING OF ARTICLES. The chairman announced that the Articles of
Incorporation were filed with the New Mexico State Corporation Commission and
the corporation was incorporated on the following date: January 25, 1999.
The chairman directed the secretary to insert the Certificate of
Incorporation in the corporation's minute book.
REGISTERED AGENT FOR SERVICE OF PROCESS. The chairman informed the
board that a registered agent for service of process in New Mexico had been
designated in the Articles of Incorporation filed with the New Mexico State
Corporation Commission. After discussion, and on motion duly made, seconded, and
unanimously carried, the following resolutions were adopted:
RESOLVED, that the following person is approved as this corporation's
registered agent for service of process in New Mexico: Richard A. Urrea
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RESOLVED FURTHER, that the secretary shall keep the New Mexico State
Corporation Commission properly informed as to any changes in the corporation's
registered agent for service of process.
CORPORATE RECORDS. A proposed book for the corporate records was
presented to the meeting by the secretary. On motion duly made, seconded, and
unanimously carried, the following resolution was adopted:
RESOLVED, that the book for corporate records presented to the meeting
be approved and adopted for use in keeping the permanent records of the
corporation, including the keeping of the original minutes of the meetings of
shareholders and directors of the corporation.
APPROVAL OF BYLAWS. The chairman next presented a copy of the
corporation's proposed bylaws, as recommended by the corporation's attorneys.
The board reviewed the general provisions of the bylaws, and a discussion
followed regarding the number of directors to serve on the board. On motion duly
made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the proposed bylaws of this corporation are approved and
adopted; and
RESOLVED FURTHER, that the secretary of this corporation is authorized
and directed to execute a certificate of the adoption of the bylaws, to insert a
copy of the bylaws as certified in the minute book of this corporation, and to
cause a copy of the bylaws, as they may be amended from time to time, to be kept
and maintained in the principal executive office of this corporation; and
RESOLVED FURTHER, that the directors of the corporation shall be one in
number.
ELECTION OF OFFICERS. The board then proceeded to elect officers of the
corporation as follows:
President & CEO: Richard A. Urrea
Secretary: Daniel Urrea
Treasurer: Daniel Urrea
Chairman of the Board: Richard A. Urrea
ADOPTION OF CORPORATE SEAL. The chairman presented to the board for its
approval a proposed seal of the corporation. On motion duly made, seconded, and
unanimously carried, the following resolutions were adopted:
RESOLVED, that the corporate seal presented to the board is adopted as
the seal of this corporation; and
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RESOLVED FURTHER, that the secretary is directed to affix an impression
of the corporate seal of this corporation to the minutes of this meeting in the
margin beside this resolution.
ADOPTION OF SHARE CERTIFICATE FORM. The chairman then presented to the
board of directors for its approval a proposed form of share certificate for the
corporation. On motion duly made, seconded, and unanimously carried, the
following resolution was adopted:
RESOLVED, that the form of share certificate presented to the board is
adopted for use by this corporation, and the secretary is directed to insert a
specimen copy of the share certificate in the corporation's minute book
immediately following the minutes of this meeting.
ACCOUNTING PERIOD. The chairman informed the board that the accounting
year should be fixed for the corporation. After discussion, and on motion duly
made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the first fiscal year of this corporation shall commence
on its date of incorporation as set forth above, and shall end on the following
date: December 31, 1999.
RESOLVED FURTHER, that each subsequent fiscal year of this corporation
shall end on the day and month set forth above, in the respective year.
PRINCIPAL EXECUTIVE OFFICE: On motion duly made, seconded, and
unanimously carried, the following resolution was adopted:
RESOLVED, that this corporation's principal executive office shall be
located in New Mexico at the following address: 901 Rio Grande Blvd. NW, Suite
G-250, Albuquerque, NM 87104.
FIRST REPORT. The chairman advised the board that the corporation must
file its "Profit First Report" with the New Mexico State Corporation Commission
within 30 days after the date of filing of its Articles of Incorporation.
On motion duly made, seconded, and unanimously carried, the following
resolutions were adopted:
RESOLVED that the secretary of this corporation is authorized and
directed to prepare the "Profit First Report" and submit it to the New Mexico
State Corporation Commission for filing; and
RESOLVED FURTHER, that the secretary of this corporation is directed to
insert a copy of that "Profit First Report" in the minute book following the
minutes of this meeting.
BANK ACCOUNTS; EMPLOYMENT TAXES TRUST FUND. The chairman informed the
board that it would be necessary to establish one or more bank accounts for the
corporation and to select a depository for the corporation's employment taxes
trust funds. The board was
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also informed that an SS-4 form had been submitted to the Internal Revenue
Service applying for an employer identification number.
On motion duly made, seconded, and unanimously carried, the following
resolutions were adopted:
RESOLVED, that this corporation shall establish one or more deposit
accounts in its name at the banking institution named below, that the
corporation's president and secretary shall act on behalf of the corporation in
establishing such an account or accounts on terms and conditions as agreed on
with the bank, and that the corporation's employment taxes trust fund shall be
deposited in an account at that bank, as follows: Western Bank.
RESOLVED FURTHER, that the president and secretary acting together, are
authorized to designate as depositories of this corporation's funds one or more
other banks, trust companies, or other financial institutions, and to open,
keep, and close general and special accounts in such depositories.
RESOLVED FURTHER, that any officer of the corporation is authorized to
endorse checks, drafts, or other evidences of indebtedness made payable to the
corporation, but only for the purpose of deposit; and
RESOLVED FURTHER, that all checks, drafts, and other instruments
obligating the corporation to pay money, including instruments payable to
officers or other persons authorized to sign them, shall be signed on the
corporation's behalf by any 1 or 2 of the corporate officers, as follows:
President, Secretary, or Treasurer.
RESOLVED FURTHER, that the standard form of corporate resolution for
opening a corporate account required by the bank referred to above is adopted as
the resolution of the board of directors, and the secretary is directed to
obtain the necessary signatures, execute the necessary certifications, and take
such steps as needed to open the account. The secretary is further directed to
insert a copy of any such executed form in the minute book as part of the
minutes of this meeting.
CONTRACTS. The chairman informed the board that it would be necessary
for the corporation to enter into agreements from time to time.
On motion duly made, seconded, and unanimously carried, the following
resolutions were adopted:
RESOLVED, that the President of the organization is hereby authorized
to enter into agreements and undertakings which obligate the corporation to pay
$10,000 or less, including but not limited to, contracts, leases of real and
personal property, management agreements, subordination, attornment and
non-disturbance agreements, and as security for any such agreement to pledge,
hypothecate, sign, transfer, endorse, and transfer any and all property of any
description, real or personal, and to sign security agreements.
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RESOLVED, that all written agreements and undertakings including, but
not limited to, contracts, leases, management agreements, subordination,
attornment and nondisturbance agreements, and security instruments, shall be
signed on the corporation's behalf by any two of its corporate officers as
follows: President and Secretary or Treasurer.
EXPENSES OF INCORPORATION. The chairman recommended that the
corporation authorize payment of incorporation expenses and that such expenses
be amortized over a period of 60 months, in accordance with Section 248 of the
Internal Revenue Code. After discussion, on motion duly made, seconded, and
unanimously carried, the following resolutions were adopted:
RESOLVED, that the Treasurer is authorized and directed to pay the
expenses of incorporation and organization and to reimburse any persons who
advanced funds to the corporation for this purpose, as stated in the oral and
written reports presented to this meeting.
RESOLVED FURTHER, that starting with the month in which the corporation
commences business, the corporation shall amortize organizational expenditures
ratably over a period of 60 months, in accordance with Section 248 of the
Internal Revenue Code.
ISSUANCE OF SHARES. The board next discussed the issuance of shares,
and on motion duly made, seconded, and unanimously carried, the following
resolutions were adopted:
RESOLVED, that the corporation issue and sell shares of its authorized
stock to the following persons, in the number of shares and for the
consideration listed below:
(a) Shareholder name: Richard A. Urrea
Class of shares: Common
Number of shares: 12,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
(b) Shareholder name: Francisco Urrea Jr.
Class of shares: Common
Number of shares: 12,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
(c) Shareholder name: Daniel R. Urrea
Class of shares: Common
Number of shares: 12,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
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(d) Shareholder name: MAU, LLC
(Matthew Urrea, Member)
Class of shares: Common
Number of shares: 12,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
(e) Shareholder name: Nunzio P. DeSantis Family Trust
Class of shares: Common
Number of shares: 12,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
(f) Shareholder name: Brent Wolford
Class of shares: Common
Number of shares: 10,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
(g) Shareholder name: Francisco Urrea III
Class of shares: Common
Number of shares: 2,000
Cash consideration: $0.00
Noncash consideration: Services
Its fair market value: N/A
RESOLVED FURTHER, that the officers of the corporation are authorized,
empowered, and directed to take all actions that may be necessary and proper for
this corporation to issue and sell the above-listed shares to the persons named,
in accordance with applicable laws, and that those actions shall include, where
necessary: (a) doing all acts that may be necessary under the federal securities
laws and the securities laws of any other state; and (b) doing all acts
necessary to expedite these transactions or conform them, or any of them, to the
requirements of any applicable law, ruling, or regulation.
RESOLVED FURTHER, that each of the officers of this corporation be and
each hereby is authorized and directed to execute all documents and to take any
other action necessary or advisable to carry out the purposes of this
resolution.
ADJOURNMENT. There being no further business, on motion duly made,
seconded, and unanimously carried, the meeting was adjourned.
Daniel R. Urrea, Secretary of the Meeting
Approved:
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[SEAL OF THE STATE OF NEW MEXICO]
OFFICE OF THE
PUBLIC REGULATION COMMISSION
CERTIFICATE OF AMENDMENT
OF
CYCO.NET INC.
3181096
The Public Regulation Commission certifies that duplicate originals of the
Articles of Amendment attached hereto, duly signed and verified pursuant to the
provisions of the
BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)
have been received by it and are found to conform to law.
ACCORDINGLY, BY VIRTUE OF THE AUTHORITY VESTED IN IT BY LAW, THE
PUBLIC REGULATION COMMISSION ISSUES THIS CERTIFICATE ! OF AMENDMENT AND ATTACHES
HERETO A DUPLICATE ORIGINAL OF THE ! ARTICLES OF AMENDMENT.
DATED:
MAY 20, 1999
In testimony whereof, the State Public
Regulation Commission of the State or New
Mexico I caused this certificate to be
signed by its Chairman and the Seal of Said
commission to be affixed at the City of
Santa Fe
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CHAIRMAN
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BUREAU CHIEF
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
CYCO.NET INC.
--------------------------------------------------------------------------------
PURSUANT TO THE PROVISIONS OF SECTION 53-13-4 OF THE NEW MEXICO STATUTES
ANNOTATED, THE...
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is CYCO.NET INC.
SECOND: The following Amendments of the Articles of Incorporation were
adopted by the shareholders of the corporation on May 17, 1999 in the manner
prescribed by the New Mexico Business Corporation Act:
ARTICLE V IS DELETED AND REPLACED WITH THE FOLLOWING NEW
ARTICLE V:
"ARTICLE V
The aggregate number of shares which the corporation shall have
authority to issue is Ten Million (10,000,000) shares of common stock without
par value."
THIRD: The number of shares of the corporation outstanding at the time
of such adoption of the Amendments was 52,000. The number of shares entitled to
vote thereon was 52,000.
FOURTH: The number of shares voting for such Amendments was 52,000. The
number of shares voting against such Amendments was 0.
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DATED: May 19,1999
CYCO.NET INC.
Richard A. Urrea, President
VERIFICATION
Under penalty of perjury, I declare that the foregoing document was
executed by the President and Secretary of CYCO.NET INC. and that the statements
contained therein are true and correct to the best of my knowledge.
/s/ DANIEL URREA
Secretary
\Cyco.Net Inc \Articles of Amendment
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Cyco.Net Inc.
Unanimous Consent of Directors
The undersigned. sole director of Cyco.Net. Inc. a New Mexico Corporation hereby
adopts confirms and approves the following resolutions:
RESOLVED: that the corporation, in conjunction with the increased
capitalization of the company from 100,000 authorized shares to 10,000,000
authorized shares, authorize the following increase in shares of its authorized
stock to the following persons, by the number of shares listed below:
Richard A. Urrea 1,200 shares increased to 1,200,000
Francisco Urrea Jr. 1,200 shares increased TO 1,200,000
Daniel R. Urrea 1,200 shares increased TO 1,200,000
Matthew Urrea (MAU LLC) 1,200 shares increased to 1,200,000
NUNZIO P. DESANTIS 1,200 SHARES INCREASED TO 1,200,000 (NUNZIO
P, DESANTIS FAMILY TRUST)
Brent Wolford 1,000 shares increased to 1 ,000,000
Trey Urrea 200 shares increased to 200,000
RESOLVED FURTHER: that the officers of the corporation be an hereby
are authorized to do all things necessary to issue such shares and register such
person as the owner of such shares on the books of the corporation.
Dated: 5-20-99
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RICHARD A. URREA
SOLE DIRECTOR
