U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
Caribbean Ventures, Inc.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 86-0871787
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11878 N. Saguaro Blvd. #E
Fountain Hills, AZ 85268
- - - - - - - - - - - - - --------------------------------------- ----------
(Address of Prinicpal Executive Offices) (Zip Code)
602-837-4969
---------------------------
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Common Stock OTC BB
Securities to be registered under Section 12(g) of the Act:
N/A
----------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.
The Issuer was incorporated under the laws of the State of Nevada on April 28th,
1997 under the name Dom Caribe, Ltd. The name was changed to Caribbean Ventures,
Inc., and filed with the Secretary of State, of Nevada on July 17th, 1998.
The Issuer's original intent was to purchase a property in the Caribbean,
(Belize) for development of a Scuba Dive facility/resort. However, the issuer
and the seller were unable to mutually agree upon price and terms. After this
transaction was void the company's only other operations consisted of
management's investigation of business opportunities. At this time the issuer
offers no products or services.
The Company's employees on December 30th, 1998 consisted of two executive
officers. Each of the Company's executive officers and directors devotes only
part-time to the affairs of the Company and serves without compensation. The
President of the Company currently devotes approximately ten hours per month to
the affairs of the Company.
Certain members of management of the Company provide all secretarial and
clerical services to the Company on a part-time basis for no consideration.
Management believes such arrangements are currently adequate to accommodate the
limited level of operations being carried on by the Company, although there is
no assurance such arrangements will continue indefinitely in the future.
The Issuer intends to seek, investigate, and, if warranted, effect a business
combination with an existing, privately held company. The business combination
may be structured as a merger, consolidation, exchange of stock of the Issuer or
any other form which will effectuate the combined entity being a publicly held
company.
The Issuer does not propose to restrict its search for any investment
opportunity to any particular industry, and may therefore, engage in essentially
any business, to the extent of its limited resources.
The Issuer may see a business opportunity in the form of firms which, (i) have
recently commenced operation, (ii) are seeking to develop a new product or
service or (iii) are established businesses.
Other than as set forth, the Company has not been a party to any bankruptcy,
receivership, reorganization, readjustment or similar proceedings. The Company
has virtually no assets, tangible or intangible and did not generate any
revenues during the fiscal year ended April 30, 1998 through the date hereof.
The Company had no back-log of orders for goods or services and did not make any
material expenditures for research or development during the fiscal year ended
April 30th, 1998 through the date hereof.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
At present the issuer has no plans to raise additional funds in the next 12
months. In the near future issuer doesn't expect any significant purchase or
sale of equipment or other assets, nor significant changes in employees.
The Issuer intends to seek, investigate, and , if warranted, effect a business
combination with an existing, privately held company. The business combination
may be structured as a merger, consolidation, exchange of stock of the Issuer or
any other form which will effectuate the combined entity being a publicly held
company.
The Issuer does not propose to restrict its search for any investment
opportunity to any particular industry, and may therefore, engage in essentially
any business, to the extent of its limited resources.
The Issuer may see a business opportunity in the form of firms which, (i) have
recently commenced operations, (ii) are seeking to develop a new product or
service or (iii) are established businesses.
ITEM 3. DESCRIPTION OF PROPERTY.
The Issuer presently occupies 100 sq. ft. of office space supplied by the
President, Donna T. Harper, at no cost to the Issuer and is adequate for present
business.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The number and percentage of the shares of Common Stock owned of record and
beneficially by each officer and director of the Issuer and by all officers and
directors of the issuer as a group are as follows:
Title of Name and Address Number of Shares of Percentage of
Class Beneficial Owner Common Stock Owned Common Stock Owned
----- ---------------- ------------------ ------------------
Common Donna T. Harper 1,327.000 44.23%
7170 E. McDonald Dr.#4
Scottsdale, AZ 85253
Common Earl P. Gilbrech 1,325,000 44.16%
503 E. Belmont
Phoenix, AZ 85068
Common All Officers and 2,652,000 88.39%
Directors as a Group
(two (2) individuals)
Footnote:
Beneficial Owners have no rights to acquire securities from options, warrants,
rights, conversion privileges or similar obligations within the next 60 days.
2
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth the name, address, age and position of each
executive officer and Director of the Issuer as of the date hereof:
Name Ages Position
---- ---- --------
Donna T. Harper 55 President - Director
7170 E.McDonald Dr.#4
Scottsdale, AZ 85253
Earl P. Gilbrech 54 Sec./Treas - Director
503 E. Belmont
Phoenix, AZ 85068
The principal occupation and business experience during the last five years for
each of the present directors and executive officers of the Issuer are as
follows:
DONNA T. HARPER IS THE PRESIDENT AND DIRECTOR OF THE ISSUER.
Donna T. Harper is currently the CEO of National Mortgage Executives, Inc.,an
Arizona Corporation which she founded in 1996. Prior to 1996 Ms. Harper was
involved in all aspects of the real estate and lending Industries including
teaching real estate law, contract law, banking licensing, zoning regulations
tax law, etc. Ms. Harper holds both an Arizona State Mortgage license and
Arizona Real Estate Brokers license.
EARL P. GILBRECH IS THE SECRETARY/TREASURER AND A DIRECTOR OF THE ISSUER.
Earl P. Gilbrech is currently, or has been, a Director or Officer for over
fourteen Central American, Canadian and United States firms. He has also been
employed as a consultant for a number of firms world wide for trade
negotiations. Mr. Gilbrech has over 30 years of domestic and international sales
and marketing experience in the financial services industry as well as the real
estate development industry.
The officers and directors may be deemed parents and promoters of the Issuer as
those terms are defined by the Securities Act of 1933, as amended. All directors
hold office until the next annual stockholders' meeting or until their death,
resignation, retirement, removal, disqualification, or until their successors
have been elected and qualified. Officers of the Issuer serve a the will of the
Board of Directors.
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<PAGE>
ITEM 6. EXECUTIVE COMPENSATION.
No remuneration has been paid to or is contemplated for officers and directors
except reimbursement for out-of-pocket expenditures for activities on the
Issuer's behalf. None of the officers and directors anticipates devoting more
than 10% of his or her time to Issuer activities.
For the fiscal year ended April 30th 1998 and the period through the date
hereof, the issuer paid no compensation or consulting fees to its executive
officers as a group.
The Issuer is not a party to any employment agreements. No advances have been
made or are contemplated to be made by the issuer to any of its officers or
directors.
The Issuer has no retirement pension, profit sharing or stock option plans or
insurance or medical reimbursement plans covering its officers and directors,
and does not contemplate implementing any such plans at this time.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Since inception there have been no transactions affecting related parties.
ITEM 8. DESCRIPTION OF SECURITIES.
The Articles of Incorporation of the Issuer, authorizes the issuance of
25,000,000 shares of common stock, $.001 par value. The common stock carries no
pre-emptive or subscription rights and is not redeemable. Each share of common
stock is entitled to one vote, however, cumulative voting in the election of
directors is denied. The shares of common stock are entitled to participate
equally in dividends and rank equally upon liquidation. The shares of common
stock upon issuance are fully paid and non-assessable by the Issuer.
The Company had 3,000,000 shares of common stock issued and outstanding as of
December 31,1998. The stock was issued on May 1, 1997, in consideration for
maintaining the entity and services involved in reviewing potential business
opportunities
4
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
Currently there is no established public trading market. As of December 31st
1998, there were (31), thirty-one shareholders, holding 3,000,000 shares of
common stock.
There have been no cash dividends declared to date nor expected in the immediate
future. However, there are no restrictions in place to limit the ability to pay
any dividends, presently there are no securities being offered. Furthermore
there are no outstanding options or warrants to purchase or securities
convertible into common equity of the registrant.
ITEM 2. LEGAL PROCEEDINGS.
NONE
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
NONE
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On May 1, 1997 the company issued 550,000 shares of common stock to 34
individuals for professional services and 2,450,000 to the Corporation's
President and Secretary.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contracts or arrangement that insurer or indemnifies a controlling person
other than article (8) eight "Indemnification" of By-Laws. See Exhibit (2).
5
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PART F/S
CARIBBEAN VENTURES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND APRIL 30, 1998
6
<PAGE>
CARIBBEAN VENTURES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND APRIL 30, 1998
CONTENTS
PAGE
Independent Auditor's Report 8
Balance Sheet 9
Statement of Income 10
Statement of Changes in Stockholders' Equity 11
Statement of Cash Flows 12
Notes to Financial Statements 13-14
7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Caribbean Ventures, Inc.
Las Vegas, NV
We have audited the accompanying balance sheet of Caribbean Ventures, Inc., a
corporation, as of December 31, 1998 and April 30, 1998 and the related
statements of income, stockholders' equity, and cash flows for the eight months
from May 1, 1998 through December 31, 1998 and the period April 28, 1997 (date
of inception) through April 30, 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 our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from 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 our audit provides basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caribbean Ventures, Inc. as of
December 31, 1998 and April 30, 1998 and its results of operations, and cash
flows for the eight months from May 1, 1998 through December 31, 1998 and the
period April 28, 1997 (date of inception) through April 30, 1998, in conformity
with generally accepted accounting principles.
/s/ Craig C. Capirchio
Craig C. Capirchio
Certified Public Accountant
January 18, 1999
Fountain Hills, Arizona
8
<PAGE>
CARIBBEAN VENTURES, INC.
BALANCE SHEET
AS OF DECEMBER 31, 1998 AND APRIL 30, 1998
December 31, April 30,
1998 1998
---- ----
Assets
Current Assets
Cash $ -- $ --
------- -------
Total Current Assets -- --
------- -------
Other Assets
Organization Expense (net of
amortization) 333 400
------- -------
Total Other Assets 333 400
------- -------
Total Assets $ 333 $ 400
======= =======
Liabilities and Stockholders' Equity
Current Liabilities
$ 0 $ 0
------- -------
Total Current Liabilities $ 0 $ 0
------- -------
Stockholders' Equity
Common Stock, authorized 25,000,000 shares,
3,000,000 shares outstanding par value $ .001 3,000 3,000
Additional Paid In Capital -- --
Retained Earnings (Loss) (2,667) (2,600)
------- -------
Total Stockholders' Equity 333 400
------- -------
Total Liabilities and Stockholders' Equity $ 333 $ 400
======= =======
The accompanying notes are an integral part of these statements.
9
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENT OF INCOME
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1998 AND THE PERIOD
APRIL 28, 1997 (DATE OF INCEPTION) TO APRIL 30, 1998
May 1, 1998 April 28, 1997
through through
December 31, 1998 April 30, 1998
----------------- --------------
Revenue 0 0
Expenses
Amortization Expense 67 100
---------- ----------
Total Expenses 67 100
Net Income before Taxes (67) (100)
---------- ----------
Income Taxes 0 0
---------- ----------
Net Income after Taxes (67) (100)
========== ==========
Earnings (Loss) per Common Share (0.000022) (0.000033)
Weighted Average Numbers of Shares
Outstanding 3,000,000 3,000,000
The accompanying notes are an integral part of these statements.
10
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1998 AND THE PERIOD
APRIL 28, 1997 (DATE OF INCEPTION) TO APRIL 30, 1998
<TABLE>
<CAPTION>
Paid In
Preferred Stock Common Stock Capital Retained
Stock Amount Stock Amount Amount Earnings Total
----- ------ ----- ------ ------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Inception April 28, 1997 0 0 0 0 0 0 0
Stock Issuance May 1, 1997 3,000,000 3,000 (2,500) 500
Retained Earnings (Loss) (100) (100)
--- --- --------- ----- --- ------ ----
Balance April 30, 1998 0 0 3,000,000 3,000 0 (2,600) 400
Retained Earnings (Loss) (67) (67)
--- --- --------- ----- --- ------ ----
Balance December 31, 1998 0 0 3,000,000 3,000 0 (2,667) 333
=== === ========= ===== === ====== ====
</TABLE>
The accompanying notes are an integral part of these statements.
11
<PAGE>
CARIBBEAN VENTURES, INC.
STATEMENT OF CASH FLOWS
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1998 AND THE PERIOD
APRIL 28, 1997 (DATE OF INCEPTION) TO APRIL 30, 1998
May 1, 1998 April 28, 1997
through through
December 31, 1998 April 30, 1998
----------------- --------------
Net Income (Loss) (67) (100)
Adjustments to reconcile net income to
net cash provided by operating
activities:
Amortization Expense 67 100
---- -----
Cash Provided by Operations 0 0
---- -----
Cash Utilized for Investment 0 0
---- -----
Cash Provided by Financing
Issuance of Capital Stock 0 0
---- -----
0 0
Net Change in Cash 0 0
Beginning Balance 0 0
Ending Cash Balance 0 0
==== =====
See note H regarding non cash transactions.
The accompanying notes are an integral part of these statements.
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<PAGE>
CARIBBEAN VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND APRIL 30, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
DESCRIPTION OF OPERATIONS - Caribbean Ventures, Inc. was incorporated in the
State of Nevada on April 28, 1997 and is authorized to do business in the United
States. The Company has had no revenue from operations during the period covered
by this financial statement. The Company intends to seek, investigate, and, if
warranted, effect a business combination with an existing, privately held
company.
METHOD OF ACCOUNTING - These financial statements are prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Consequently, revenues are recognized when earned and expenses are recognized
when the obligation is actually incurred.
INCOME TAXES AND CASH FLOWS - The "Company" accounts for income taxes and the
statement of cash flows in accordance with Financial Accounting Standards Board
Statement No. 109.
NOTE B - CASH
The Company has no bank accounts at this time.
NOTE C - ORGANIZATION COSTS
The Company incurred organization costs in the amount of $ 500 in April, 1997.
These costs are being amortized on a straight-line basis over a five year
period.
NOTE D - EARNINGS PER SHARE
Earnings per share has been computed by dividing net income/(loss) by the
weighted average number of common shares outstanding for the period. There are
no items which are deemed to be common stock equivalents during the audit
period.
NOTE E - COMMON STOCK
The "company" had 3,000,000 shares of common stock, par value $0.001, issued and
outstanding as of April 30, 1998. The stock was issued for maintaining the
entity and reviewing potential business opportunities.
As of December 31, 1998, the "Company" had 3,000,000 shares of common stock, par
value $0.001, issued and outstanding.
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<PAGE>
NOTE F - LEASE COMMITMENTS
The Company currently has no commitments for leases or contingencies.
NOTE G - SUBSEQUENT EVENTS
On July 1, 1998, the Board of Directors decided to change the name from Dom
Caribe, Ltd., to Caribbean Ventures, Inc. The Board of Directors also decided to
restate the Articles of Incorporation. The changes were adopted and approved by
a majority vote of the shareholders necessary to constitute a quorum according
to the Bylaws of the Corporation and filed with the Secretary of State of Nevada
on July 17th, 1998, a copy of which is attached hereto.
NOTE H - STOCK BASED COMPENSATION
On May 1, 1997 the company issued 3,000,000 shares of common stock to various
individuals including the president and secretary/treasurer for services and
organizations costs. In accordance with Statements on Financial Accounting
Standards No. 123, this transaction has been accounted for under the "fair
value" method. The net result is a reduction in retained earnings in the amount
of $2,500.00.
14
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 2.................... Charter & ByLaws
Ref: Part II Item 5
Exhibit 3.................... Instruments defining the Rights
of Security Holder
None
Exhibit 5.................... Voting Trust Agreements
None
Exhibit 6.................... Material Contracts
None
Exhibit 7.................... Material Foreign Patents
None
Exhibit 27................... Financial Data Schedule
Filed Herewith
15
<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, there unto duly authorized.
CARIBBEAN VENTURES, INC.
Registrant
Date: 2/19/99 By: /s/ Earl P. Gilbrech
------------- --------------------------------
Secretary/Treasurer and Director
EXHIBIT 2
CORPORATE CHARTER
&
BYLAWS
16
<PAGE>
SECRETARY OF STATE
[Seal of the State of Nevada]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CARIBBEAN VENTURES, INC. did on APRIL 28, 1997 file in this
office the original Articles of Incorporation; that said Articles now on file
and of record in the office of the Secretary of State of Nevada, and further,
that said Articles contain all the provisions required by the law of said State
of Nevada.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great
Seal of State, at my office, in
Carson City, Nevada, on JULY 17,
1998.
/s/ Dean Heller
Secretary of State
[Seal of the
State of Nevada]
By /s/ Jacqueline Curry
Certification Clerk
<PAGE>
BYLAWS OF CARIBBEAN VENTURES, INC.
ARTICLE I
OFFICES
1.1. REGISTERED OFFICE AND AGENT. The principal office and resident agent of
Caribbean Ventures, Inc., (the "Corporation") in Nevada shall be as designated
by the Board of Directors from time to time.
1.2. OTHER OFFICES. The Corporation may establish and maintain such other
offices at such other places of business both within and without the State of
Nevada as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS
2.1. ANNUAL MEETINGS. The annual stockholders' meeting for electing
Directors and transacting other business shall be held at such time and place
within or without the State of Nevada as may be designated by the Board of
Directors in a Resolution and set forth in the notice of the meeting. Failure to
hold any annual stockholders' meeting at the designated time shall not work a
forfeiture or dissolution of the Corporation.
2.2. SPECIAL MEETINGS. Special meetings of the stockholders may be called by
the Board of Directors or by the Chairman of the Board, if one be elected, or by
the President, and shall be called by the President or Secretary at the request
in writing of stockholders owning not less a majority of all the shares entitled
to vote at the proposed meeting. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice thereof.
2.3. PLACE OF MEETING. All stockholders' meetings shall be held at such
place, within or without the State of Nevada as shall be fixed from time to time
by resolution of the Board of Directors.
2.4. NOTICE OF MEETINGS. Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
or more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary or the officer or
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting, except that if the authorized shares are to be increased, at least
thirty days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the stockholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
2.5. WAIVER OF NOTICE. Whenever any notice is required to be given to any
stockholder of the Corporation under the provisions of any statute or the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before, at or after the
time stated therein, shall be equivalent to the giving of such notice.
Attendance of a stockholder at a meeting shall constitute a waiver of notice of
such meeting, except when such stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
2.6. ORGANIZATION. Meetings of the stockholders shall be presided over by
the Chairman of the Board, or if he is not present or one has not been elected,
by the President, or if nether the Chairman of the Board nor the President is
present, by a temporary chairman to be chosen by a majority of the stockholders
entitled to vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, or if neither the Secretary nor any Assistant
Secretary is present, by a temporary secretary to be chosen by a majority of the
stockholders entitled to vote who are present in person or by proxy at the
meeting.
2.7. VOTING. Except as otherwise specifically provided by the Articles of
Incorporation or by these Bylaws or by statute, all matters coming before any
meeting of stockholders shall be decided by a vote of the majority of the votes
cast. The vote upon any question shall be by ballot whenever requested by any
person entitled to vote, but, unless such a request is made, voting may be
conducted in any way approved at the meeting.
2.8. STOCKHOLDERS ENTITLED TO VOTE. Each stockholder of the Corporation
shall be entitled to vote, in person or by proxy, each share of stock standing
in his name on the books of the Corporation on the record date fixed or
determined pursuant to Section 6.06 hereof.
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2.9. PROXIES. The right to vote by proxy shall exist only if the instrument
authorizing such proxy to act shall have been executed in writing by the
stockholder himself or by his attorney-in-fact duly authorized in writing. Such
proxy shall be filed with the Secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
2.10. QUORUM. The presence at any stockholders' meeting, in person or by
proxy, of the record holders of shares aggregating at least fifty one percent
(51%) the number of shares entitled to vote at the meeting as indicated in the
Articles of Incorporation shall be necessary and sufficient to constitute a
quorum for the transaction of business. The stockholders present at the
stockholders meeting, for which a quorum exists, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.11. ABSENCE OF QUORUM. In the absence of a quorum at any stockholders'
meeting, a majority of the total number of shares entitled to vote at the
meeting and present there at, in person or by proxy, may adjourn the meeting for
a period not to exceed sixty days at any one adjournment. Any business that
might have been transacted at the meeting originally called may be transacted at
any such adjourned meetings at which a quorum is present.
2.12. LIST OF STOCKHOLDERS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of stockholders, a complete current list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the principal office of the Corporation, whether within or without the
State of Nevada, and shall be subject to the inspection of any stockholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders. Failure to
comply with the requirements of this Section 2.12 shall not affect the validity
of any action taken at such meeting of stockholders.
2.13. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Any action required to be
taken at a meeting of the stockholders of the Corporation or any action which
may be taken at such a meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
stockholders entitled to vote with respect to the subject matter thereof, except
that if a different proportion of voting power is required for such action at a
meeting, then that proportion of written consents is required. Such consents
shall have the same force and effect as a vote in person of the stockholders of
the Corporation. A consent shall be sufficient for this Section 2.13 if it is
executed in counterparts, in which event all of such counterparts, when taken
together, shall constitute one and the same consent.
ARTICLE III
BOARD OF DIRECTORS
3.1. NUMBER AND TERM OF OFFICE. The Board of Directors of the Corporation
shall consist of not less than one nor more than thirteen (13) Directors, as
determined by the Board of Directors of the Corporation. Each Director (whenever
elected) shall hold office until his successor shall have been elected and
qualified unless he shall resign or his office shall become vacant by his death
or removal. Directors need not be residents of the State of Nevada or
stockholders of the Corporation.
3.2. ELECTION OF DIRECTORS. Except as otherwise provided in Sections 3.03
and 3.04 hereof and except as otherwise provided in the Articles of
Incorporation, the Directors shall be elected annually at the annual
stockholders' meeting for the election of Directors. The persons elected as
Directors shall be those nominees, equal to the number then constituting the
Board of Directors, who shall receive the largest number of affirmative votes
validly cast at such election by the holders of shares entitled to vote
therefor. Failure to annually re-elect Directors of the Corporation shall not
affect the validity of any action taken by a Director who shall have been duly
elected and qualified and who shall not, at the time of such action, have
resigned, died, or been removed from his position as a Director of the
Corporation.
3.3. REMOVAL OF DIRECTORS. At a meeting called expressly for that purpose,
the entire Board of Directors or any lesser number may be removed, with or
without cause, by a vote of the holders of the majority of the shares then
entitled to vote at an election of Directors.
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3.4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office and until his successor shall have been elected and
qualified. Any number of Directors shall be filled by the affirmative vote of a
majority of the Directors then in office or by an election at an annual meeting
of a special meeting of the stockholders called for that purpose. A Director
chosen to fill a position resulting from an increase in the number of directors
shall hold such position until the next annual meeting of stockholders and until
his successor shall have been elected and qualified.
3.5. RESIGNATIONS. Any Director may resign at any time by mailing or
delivering or by transmitting by telegram or cable written notice of his
resignation to the Board of Directors of the Corporation at the Corporation's
principal office or its registered office in the State of Nevada or to the
President, the Secretary, or any Assistant Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or if no time
be specified, then at the time of receipt thereof.
3.6. GENERAL POWERS. The business of the Corporation shall be managed by the
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things that are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
3.7. ANNUAL MEETINGS. The annual meeting of the Board of Directors for
electing officers and transacting other business shall be held immediately after
the annual stockholders' meeting at the place of such meeting. Failure to hold
any annual meeting of the Board of Directors of the Corporation at the
designated time shall not work a forfeiture or dissolution of the Corporation.
3.8. REGULAR MEETINGS. The Board of Directors from time to time may provide
by resolution for the holding of regular meetings and fix the time and place of
such meetings. Regular meetings may be held within or without the State of
Nevada. Notice of regular meetings need not be given, provided that notice of
any change in the time or place of such meetings shall be sent promptly to each
Director not present at the meeting at which such change was made.
3.9. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, if one be elected, or by the President on
two days' notice to each Director specifying the time and place (within or
without the State of Nevada) of the meeting, and shall be called by the
President or Secretary in like manner and on like notice on the written request
of two or more Directors.
3.10. NOTICE. All notices to a Director required by Sections 3.07 or 3.09
hereof shall be addressed to him at his residence or usual place of business and
may be given by mail, telegram, radiogram, cable or by personal delivery. No
notice need be given of any adjourned meeting.
3.11. WAIVER OF NOTICE. Whenever any notice is required to be given to any
Director of the Corporation under the provisions of any statute or under the
provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before,
at or after the time stated therein, shall be equivalent to the giving of such
notice. Attendance of a Director at a meeting of the Board of Directors shall
constitute a waiver of notice of such meeting, except where a Director attends
such a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
3.12. QUORUM. At all meetings of the Board of Directors a majority of the
whole Board of Directors shall constitute a quorum for the transaction of
business and, except as may be otherwise specifically provided by statute or by
the Articles of Incorporation or these Bylaws, the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. In the absence of a quorum the Directors present there
may adjourn the meeting from time to time without notice other than announcement
at the meeting, until a quorum be present.
3.13. ACTION BY DIRECTORS OR COMMITTEE WITHOUT MEETING. Any action required
to be taken at a meeting of the Directors of the Corporation or any committee
thereof or any action which may be taken at such a meeting, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors or members of the committee, as the case may be,
entitled to vote with respect to the subject matter thereof. Such consent shall
have the same force and effect as a unanimous vote of the Board of Directors or
of the committee, as the case may be, of the Corporation. A consent shall be
sufficient for this Section 3.13 if it is executed in counterparts, in which
event all of such counterparts, when taken together, shall constitute one and
the same consent.
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3.14. TELEPHONE/ELECTRONIC MEETINGS. Any Director or any member of a
committee may participate in a meeting of the Board of Directors or a committee,
as the case may be, by means of a conference telephone, e-mail or other
communications equipment by means of which all persons participating in such
meeting can communicate with each other on a real-time basis, and such
participation shall constitute the presence of such person at such meeting.
3.15. COMPENSATION. By resolution of the Board of Directors, any Director
may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at meetings; or a stated
salary as Director. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any capacity as an officer, employee,
agent or otherwise, and receiving compensation therefor.
3.16. RELIANCE ON ACCOUNTS AND REPORTS, ETC. A Director, or a member of any
committee designated by the Board of Directors, in the performance of his
duties, shall be fully protected in relying in good faith upon the books of
account or reports made to the Corporation by any of its officers, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation.
3.17. PRESUMPTION OF ASSENT. A Director of the Corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV
COMMITTEES
4.1. HOW CONSTITUTED. By resolution adopted by a majority of the whole Board
of Directors, the Board may designate one or more committees, including an
Executive Committee, each consisting of two or more Directors. The Board of
Directors may designate one or more Directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
such committee. Any such committee, to the extent provided in the resolution and
except as may otherwise be provided by statute, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but the designation of such committee and
the delegation thereto of the authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed upon it or
him by law. In the absence or disqualification of any member of any such
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
4.2. PROCEEDINGS, QUORUM AND MANNER OF ACTING. Except as otherwise
prescribed by the Board of Directors, each committee may adopt such rules and
regulations governing its proceedings, quorum, and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
members.
ARTICLE V
OFFICERS AND AGENTS
5.1. OFFICERS. The officers of the Corporation shall consist of a President,
one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. The Board of Directors may elect and appoint
a Chairman of the Board and may elect and appoint such other officers, assistant
officers, and agents as may be deemed necessary and may delegate to one or more
officers or agents the power to appoint such other officers, assistant officers
and agents and to prescribe their respective rights, terms of office,
authorities and duties. The same person may hold any two or more offices of the
Corporation. An officer of the Corporation need not be a Director of the
Corporation nor a resident of the State of Nevada.
5.2. TERM OF OFFICE. Except as provided in Sections 5.03, 5.04 and 5.05
hereof, each officer appointed by the Board of Directors shall hold office until
his successor shall have been appointed and qualified.
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5.3. RESIGNATION. Any officer or agent of the Corporation may resign at any
time by mailing or delivering or by transmitting by telegram or cable written
notice of his resignation to the Board of Directors of the Corporation at the
Corporation's principal office or its registered office in the State of Nevada
or to the President, the Secretary or any Assistant Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or if no time be specified, then at the time of receipt thereof.
5.4. REMOVAL. Any officer or agent may be removed by the Board of Directors,
or by the Executive Committee, if any, either with or without cause, whenever in
its judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. In addition, any other officer, assistant officer
or agent appointed in accordance with the delegation provisions of Section 5.01
hereof may be removed, either with or without cause, by any such officer or
agent upon whom such power of delegation shall have been conferred by the Board
of Directors.
5.5. VACANCIES AND NEWLY CREATED OFFICES. If any vacancy shall occur in any
office by reason of death, resignation, removal, disqualification or other
cause, or if any new office shall be created, such vacancies or newly created
offices may be filled by the Board of Directors at any regular or special
meeting or may be filled by any officer or agent to whom the power is delegated
in accordance with the delegation provisions of Section 5.01 hereof.
5.6. PRESIDENT. The President shall be the chief operating officer of the
Corporation and shall, in the absence of the Chairman of the Board, preside at
all stockholders' meetings and at all meetings of the Board of Directors.
Subject to the supervision of the Board of Directors and such direction and
control as the Chairman of the Board, if one be elected, may exercise on matters
of general policy, he shall have general supervision over its operating
officers, employees and agents. He shall sign (unless a Vice-President shall
have signed) certificates representing the stock of the Corporation authorized
for issuance by the Board of Directors, and except as the Board of Directors may
otherwise order, he may sign in the name and on behalf of the Corporation all
deeds, bonds, contracts or agreements. He shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
5.7. EXECUTIVE VICE-PRESIDENT AND VICE-PRESIDENTS. The Executive
Vice-President, if one be elected, and any Vice-Presidents, if one or more be
elected, shall have such powers and perform such duties as may be assigned to
them by the Board of Directors or by the President. At the request of or in the
absence or disability of the President, the Executive Vice-President (or the
Vice-President, if there is no duly appointed Executive Vice-President, and if
there are two or more Vice-Presidents, then the senior of the Vice-Presidents
present are able to act) may perform all the duties of the President and, when
so acting, shall have the powers of and be subject to all the restrictions upon
the President. The Executive Vice-President or any Vice-President may sign
(unless the President or another Vice-President shall have signed) certificates
representing stock of the Corporation authorized for issuance by the Board of
Directors.
5.8. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have general
charge of, and general responsibility for, all funds, securities and receipts of
the Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies, or other depositories as shall from time to time be designed by the
Board of Directors. He shall have all powers and perform all duties incident to
the office of a treasurer of a corporation and as are provided for him in these
Bylaws, and shall exercise such other powers and perform such other duties as
may be assigned to him by the Board of Directors. Any Assistant Treasurer may
perform such duties of the Treasurer as the Treasurer or the Board of Directors
may assign, and, in the absence of the Treasurer, any Assistant Treasurer may
perform all the duties of the Treasurer.
5.9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend to the
giving and serving of all notice of the Corporation and shall record all the
proceedings of all meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose. He shall keep in safe custody the seal of
the Corporation, and shall have charge of the records of the Corporation,
including the stock books and such other books, reports, certificates and other
documents required by law to be kept, all of which shall at all reasonable times
be open to inspection by any Director. He shall sign (unless an Assistant
Secretary shall have signed) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors. He shall perform such duties
as pertain to his office or as may be required by the Board of Directors. Any
Assistant Secretary may perform such duties of the Secretary as the Secretary or
the Board of Directors may assign, and, in the absence of the Secretary,
Assistant Secretary may perform all the duties of the Secretary.
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5.10. COMPTROLLER. The Comptroller, if one be elected, shall have general
charge and supervision of financial reports. He shall maintain adequate records
of all assets, liabilities and transactions of the Corporation and shall keep
the books and accounts and cause adequate audits thereof to be made regularly
and shall exercise a general check upon the disbursements of funds of the
Corporation. In general, he shall perform all duties incident to the office of a
comptroller of a corporation, and shall exercise such other powers and perform
such other duties as may be assigned to him by the Board of Directors.
5.11. REMUNERATION. The salaries or other compensation of the officers of
the Corporation shall be determined by the Board of Directors, except that the
Board of Directors may by resolution delegate to any officer or agent the power
to fix salaries or other compensation of any other officer, assistant officer or
agent appointed in accordance with the delegation provisions of Section 5.01
hereof.
5.12. SURETY BONDS. The Board of Directors may require any officer or agent
of the Corporation to execute a bond to the Corporation in such sum and with
such surety or sureties as the Board of Directors may determine, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of the Corporation's
property, funds or securities that may come into his hands.
ARTICLE VI
CAPITAL STOCK
6.1. SIGNATURES. The shares of the Corporation's capital stock shall be
represented by certificates signed by the President or a Vice-President and the
Secretary or an Assistant Secretary of the Corporation; any may be sealed with
the seal of the Corporation, or a facsimile thereof. The signatures of the
President or a Vice-President and of the Secretary or an Assistant Secretary
upon certificates may be facsimiles if the certificate if countersigned by a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
6.2. CERTIFICATES. Each certificate representing shares of the Corporation
shall state upon the face thereof. (a) that the Corporation is organized under
the laws of the State of Nevada; (b) the name of the person to whom such
certificate is issue; (c) the number and class of shares which such certificate
represents; and (d) the par value of each share represented by such certificate,
or a statement that the shares are without par value. Each certificate shall
also set forth conspicuously on the face or back hereof such restrictions upon
transfer, or a reference thereto, as shall be adopted by the Board of Directors
and stockholders. No certificate shall be issued for any shares until such share
is fully paid.
6.3. CLASSES OF STOCK. If the Corporation is or shall become authorized to
issue shares of more than one class, then, in addition to the provisions of
Section 6.02 hereof, every certificate representing shares issued by the
Corporation shall also set forth upon the face or back of the certificate, or
shall state that the Corporation will furnish to any stockholder upon request
and without charge, a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and, if the Corporation is or shall become authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.
6.4. CONSIDERATION FOR SHARES. Shares having a par value may be issued for
such consideration expressed in dollars, not less than the par value thereof, as
shall be fixed from time to time by the Board of Directors. Shares without par
value may be issued for such consideration expressed in dollars as may be fixed
from time to time by the Board of Directors. The Corporation may dispose of
treasury shares for such consideration expressed in dollars as may be fixed from
time to time by the Board of Directors. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the Corporation.
Neither promissory notes nor future services shall constitute payment or part
payment for shares of the Corporation.
6.5. TRANSFER OF CAPITAL STOCK. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation upon surrender of the
certificate or certificates, properly endorsed or accompanies by proper
instruments of transfer, representing such shares, subject to the terms of any
agreements among the Corporation and shareholders.
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6.6. REGISTERED STOCKHOLDERS. Prior to due presentment for registration of
transfer of shares of stock, the Corporation may treat the person registered on
its books as the absolute owner of such shares of stock for all purposes, and
accordingly shall not be bound to recognize any legal, equitable or other claim
or interest in such shares on the part of any other person, whether or not it
shall have the express or other notice thereof, except as otherwise expressly
provided by statute; provided, however, that whenever any transfer of shares
shall be made for collateral security and not absolute, it shall be so expressed
in the entry of the transfer if, when the certificates are presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
6.7. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, from time
to time, appoint or remove one or more transfer agents or one or more registrars
of transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or one of such registrars
of transfers and shall not be valid unless so countersigned. If the same person
shall be both transfer agent and registrar, only one countersignature by such
person shall be required.
6.8. FIXING OR DETERMINATION OF RECORD DATE. The Board of Directors may fix,
in advance, a date as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any meeting of stockholders and any
adjournment thereof, or entitled to receive payment of any dividend or any other
distribution, allotment of rights, or entitled to exercise rights in respect of
any change, conversion, or exchange of capital stock, or entitled to give any
consent for any purpose, or in order to make a determination of stockholders for
any other proper purpose; provided, however, that such record date shall be a
date not more than fifty days nor less than ten days before the date of such
meeting of stockholders or the date of such other action. If no record date is
so fixed, the record date for determining stockholders entitled to notice of or
to vote at any stockholders' meeting shall be at the close of the business on
the date next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall, unless otherwise specified by the Board of
Directors, be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting, provided, however
that the Board of Directors may fix a new record date for the adjourned meeting.
Only such stockholders as shall be stockholders of record on the record date so
fixed shall be entitled to such notice of, and to vote at, such meetings and any
adjournments thereof, or to receive payment of such dividend, or other
distribution, or to receive such consent, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after any such record
date.
6.9. LOST OR DESTROYED CERTIFICATES. The Board of Directors may direct that
a new certificate or certificates of stock be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate or certificates to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, at its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed.
ARTICLE VII
FINANCE
7.1. CHECKS, DRAFTS, ETC. All checks, drafts or order for the payment of
money shall be signed by one or more of officers or other persons as may be
designated by resolution of the Board of Directors.
7.2. FISCAL YEAR. The fiscal year of the Corporation shall be such as may
from time to time be established by the Board of Directors.
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ARTICLE VIII
INDEMNIFICATION
8.1. ACTION, SUITES OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any Directors, Officer, Employee or
Agent of the Corporation who was or is party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
Director, Officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a Director, Officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and, in the case of conduct
in his official capacity with the Corporation, in a manner he reasonably
believed to be in the best interest of the Corporation, or, in all other cases,
that his conduct was at least not opposed to the Corporation's best interests.
In the case of any criminal proceeding, he must have had no reasonable cause to
believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, or itself, determine that the individual did not meet the standard of
conduct set forth in this paragraph.
8.2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgement in its favor by reason of the fact
that he is or was a Director, Officer, employee or agent of the Corporation or
is or was serving at the request of the Company as a Director, Officer, employee
or agent of another corporation, partnership joint venture, trust or other
enterprise against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and, in the case of conduct in his official
capacity with the Corporation, in a manner he reasonably believed to be in the
best interests of the Corporation and, in all other cases, that his conduct was
at least not opposed to the Corporation's best interests; but no indemnification
shall be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable for negligence or misconduct in the performance
of this duty to the Corporation or where such person was adjudged liable on the
basis that personal benefit was improperly received by him, unless and only to
the extent that the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
8.3. INDEMNIFICATION OF SUCCESSFUL PARTY. To the extent that a Director,
Officer, employee or agent of the Corporation has been successful on the merits
or otherwise (including, without limitation, dismissal without prejudice) in
defense of any action, suit, or proceeding referred to in this Article VIII or
in defense of any claim, issue, or matter therein, he shall be indemnified
against all expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
8.4. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under
(1) or (2) of this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, Officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (1) or (2) of this Article VII. Such determination shall be made by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or, if such a quorum is
not obtainable and a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
8.5. ADVANCE OF COSTS, CHARGES AND EXPENSES. Cost, charges and expenses
(including attorney's fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors as provided in paragraph (4) of this Article VIII upon receipt of a
written affirmation by the Director, Officer, employee or agent of his good
faith belief that he has met the standard of conduct described in paragraphs (1)
or (2) of this Article VIII, and an undertaking by or on behalf of the Director,
Officer, employee or agent to repay such amount unless it is ultimately
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determined that he is entitled to be indemnified by the Corporation as
authorized in this Article VIII. The majority of the Directors may, in the
manner set forth above, and upon approval of such Director, Officer, employee or
agent of the Corporation, authorize the Corporation's counsel to represent such
person in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.
8.6. SETTLEMENT. If in any action, suit or proceeding, including any appeal,
within the scope of (1) or (2) of this Article VIII, the person to be
indemnified shall have unreasonably failed to enter into a settlement thereof,
then, notwithstanding any other provision hereof, the indemnification obligation
of the Corporation to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could reasonably have been effected.
8.7. OTHER RIGHTS; CONTINUATION OF RIGHT TO INDEMNIFICATION. The
indemnification provided by this Article VIII shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under these Articles
of Incorporation, any bylaw, agreement, vote of shareholders or disinterested
Directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to person who has ceased to be
a Director, Officer, employee or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person. All rights to indemnification
under this Article VIII shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or served in such
capacity at any time while this Article VIII is in effect. Any repeal or
modification of this Article VIII or any repeal or modification of relevant
provisions of the Nevada Corporation Code or any other applicable laws shall not
in any way diminish any rights to indemnification of such Director, Officer,
employee or agent or the obligations of the Corporation arising hereunder. This
Article VIII shall be binding upon any successor corporation to this
Corporation, whether by way of acquisition, merger, consolidation or otherwise.
8.8. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as Director,
Officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provision of this Article VIII: provided, however, that
such insurance is available on acceptable terms, which determination shall be
made by a vote of the majority of the Directors.
8.9. SAVING CLAUSE. If this Article VIII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, Officer, employee and
agent of the Corporation as to any cost, charge and expense (including
attorney's fees), judgment fine and amount paid in settlement with respect to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by an applicable portion of this Article VII that shall
not have been invalidated and to the full extent permitted by applicable law.
8.10. AMENDMENT. The affirmative vote of at least two-thirds of the total
votes eligible to be cast shall be required to amend, repeal, or adopt any
provision inconsistent with, this Article VIII. No amendment, termination or
repeal of this Article VIII shall affect or impair in any way the rights of any
Director, Officer, employee or agent of the Corporation to indemnification under
the provisions hereof with respect to any action, suit or proceeding arising out
of, or relating to, any actions, transactions or facts occurring prior to the
final adoption of such amendment, termination or appeal.
8.11. SUBSEQUENT LEGISLATION. If the Nevada Corporation Code is amended
after adoption of these Articles to further expand the indemnification permitted
to Directors, Officers, employees or agents of the Corporation, then the
Corporation shall indemnify such persons to the fullest extent permitted by the
Nevada Revised Statutes, as so amended.
9 of 10
<PAGE>
ARTICLE IX
MISCELLANEOUS
9.1. SEAL. The corporate seal of the Corporation shall be circular in form
and shall bear the name of the Corporation. The form of seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
Officer or Director of the Corporation shall have the authority to affix the
corporate seal of the Corporation to any document requiring the same.
9.2. BOOKS AND RECORDS. The Board of Directors shall have power from time to
time to determine whether and to what extent, and at what times and places and
under what conditions and regulations, the accounts and books of the Corporation
(other than stock ledger), or any of them, shall be open to the inspection of
the stockholders. No stockholder shall have any right to inspect any account,
book or document of the Corporation except at a time conferred by statute,
unless authorized by a resolution of the stockholders or the Board of Directors.
9.3. WAIVERS OF NOTICE. Whenever any notice is required to be given by law,
or under the provisions of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or person entitled to such
notice, whether before, at or after the time stated therein, shall be deemed
equivalent of notice.
9.4. AMENDMENTS. The Board of Directors shall have the power to make, alter
or repeal these Bylaws, in whole or in part, at any time and from time to time.
These Bylaws may be altered or repealed, and new Bylaws made, by the
stockholders at any annual or special meeting if notice of the proposed
alteration or repeal or new Bylaws is included in the notice or waiver of notice
of such meeting.
APPROVED AND ADOPTED as of this 1st day of May, 1997.
/s/ Robert E. Nicholson
- - - - - - - - - - - - - -------------------------------
Robert E. Nicholson, President
10 of 10
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDIT
FROM INCEPTION THROUGH DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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