UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 24, 2000
Golden Opportunity Development Corporation
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(Exact name of registrant as specified in its charter)
LOUISIANA
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(State or other jurisdiction of incorporation or organization)
38114T 10 9 87-0067813
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(CUSIP Number) (IRS Employer Identification Number)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073
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(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[ ] Definitive Information Statement
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid: $125.00
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
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Golden Opportunity Development Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Notice of Proposed Action by Written Consent
of a
Majority of the Outstanding Common Stock
to be taken on or about September 4, 2000.
To the Stockholders of Golden Opportunity Development Corporation:
Notice is hereby given that by Written Consent by the holders of a
majority in excess of 80% of the outstanding common stock of Golden Opportunity
Development Corporation (the "Company") it has been proposed that the Company
Change its State of Domicile from the State of Louisiana to the State of Nevada,
and that the Company adopt a 10 for 1 forward split of the outstanding shares of
the Company.
Only stockholders of record at the close of business on August 10, 2000
will be given Notice of the Action by Written Consent. The Company is not
soliciting proxies.
By Order of the Board of Directors
/s/Svetlana Senkovskaia
Secretary of the Company
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GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8072
INFORMATION STATEMENT
ACTION BY A MAJORITY OF STOCKHOLDERS
This Information Statement is furnished to all holders of the Common Stock,
$.001 par value per share, of the Company, in connection with proposed action by
holders of a majority of the issued and outstanding shares of common voting
stock of Golden Opportunity Development Corporation, a Louisiana Corporation
(the "Company") to change the domicile of the Company from the State of
Louisiana to the State of Nevada and to effect a 10 for 1 forward split of the
shares of the Company. This action is proposed to occur on or about September
15, 2000. This Information Statement is first being mailed to stockholders on or
about September 4, 2000.
Only stockholders of record at the close of business on August 10, 2000 are
entitled to notice of the action to be taken. There will be no vote on the
matters by the shareholders of the Company because the proposed action will be
accomplished by the written consent of a majority of the shareholders of the
Company as allowed by Article Eight of the Company's Articles of Incorporation.
The Company has entered into an Agreement and Plan of Merger with Golden
Opportunity Development Corporation, a Nevada Corporation, pursuant to which the
Company will merge with the Nevada corporation for the purpose of changing the
domicile of the Company from the State of Louisiana to the State of Nevada. A
ten (10) for one (1) forward split will be accomplished by the merger and
holders of shares of the Company's $0.001 common stock will be entitled to
receive ten (10) shares of the $0.001 common stock of the Nevada corporation for
each share of the Company's $0.001 common stock upon consummation of the merger.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Company's Common Stock as of August 10, 2000, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided below. As of August 10, 2000, there were 275,423 shares of
Common Stock issued and outstanding.
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<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT OF
CLASS BENEFICIAL OWNER AND NATURE CLASS
OF
BENEFICIAL
OWNERSHIP
<S> <C> <C> <C>
Common Stock Richard D. Surber 188,523 68.4%
($0.001 par value) 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock Svetlana Senkovskaia 2,000 0.7%
($0.001 par value) 427 Lafayette Street
Baton Rouge, Louisiana 70802
Common Stock John Fry 1,000 0.4%
($0.001 par value) 3619 Lakeview Road
Carson City, Nevada 89703
Common Stock A-Z Oil, LLC 20,000 7.3%
($0.001 par value) 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock Pienne Chow Sau Har 49,000 17.8%
($0.001 par value) 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock Diversified Holdings I, Inc. 163,523 59.4%
($0.001 par value) 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock All Officers and Directors as a Group 191,523 69.5%
($0.001 par value)
</TABLE>
CHANGING THE COMPANY'S STATE OF INCORPORATION FROM LOUISIANA TO
NEVADA (the "REINCORPORATION")
By consent of persons holding a majority in excess of 80% of the issued and
outstanding shares of the Company's $0.001 par value voting stock, as allowed by
Article Eight of the Company's Articles of Incorporation, Golden Opportunity
Development Corporation, which presently is a Louisiana corporation, will be
merged with and into Golden Opportunity Development Corporation, a Nevada
corporation, a wholly owned subsidiary organized under Nevada law, with Golden
Opportunity Development Corporation, a Nevada corporation becoming the surviving
corporation. We sometimes refer to Golden Opportunity Development Corporation, a
Nevada corporation as the Nevada corporation. The Nevada corporation's principal
executive office is located at 268 West 400 South, Suite 300, Salt Lake City,
Utah 84101, and its telephone number is (801) 575-8073.
Effective August 22, 2000, the Board of Directors approved the reincorporation
proposal pursuant to the terms of the agreement and plan of merger, which is
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attached as Appendix "A," by which Golden Opportunity Development Corporation
will be merged with and into Golden Opportunity Development Corporation, a
Nevada corporation. Shareholders of Golden Opportunity Development Corporation
common stock are not being requested to consider and approve the reincorporation
proposal and will not vote on the proposal. We have summarized the material
terms of the agreement and plan of merger below. This summary is subject to, and
qualified in its entirety, by reference to the text of the agreement and plan of
merger itself. No vote of holders of outstanding shares of the Company's common
stock, other than those majority shareholders who have approved the proposed
action, is necessary for approval of the reincorporation proposal.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
NO CHANGE IN NAME, BUSINESS OR PHYSICAL LOCATION
The proposed merger will effect a change in the legal domicile of Golden
Opportunity Development Corporation and other changes of a legal nature, the
most significant of which are described below. However, the merger will not
result in any change in our name, business, management, location of our
principal executive offices, assets, liabilities or net worth (other than as a
result of the costs incident to the merger, which are immaterial). Our
management, including all directors and officers, will remain the same after the
merger and will assume identical positions with the Nevada corporation.
THE NEVADA CORPORATION
The Nevada corporation that will be the surviving corporation was incorporated
under the Nevada Revised Statutes ("NRS") on August 23, 2000, exclusively for
the purpose of merging with Golden Opportunity Development Corporation. Prior to
the merger, the Nevada corporation will have no material assets or liabilities
and will not have carried on any business.
The Nevada corporation's articles of incorporation and bylaws are substantially
identical to the current articles of incorporation and bylaws of Golden
Opportunity Development Corporation, except for statutory references necessary
to conform to the NRS and other differences attributable to the differences
between the NRS and the LBCL. A copy of the Nevada corporation's articles of
incorporation and bylaws are attached as Appendix "B" and Appendix "C,"
respectively.
THE AGREEMENT AND PLAN OF MERGER
The agreement and plan of merger provides that Golden Opportunity Development
Corporation will merge with and into the Nevada corporation, with the Nevada
corporation then becoming the surviving corporation. The Nevada corporation will
assume all assets and liabilities of Golden Opportunity Development Corporation,
including obligations under our outstanding indebtedness and contracts. Our
existing Board of Directors and officers will become the board of directors and
officers of the Nevada corporation for identical terms of office. The Nevada
corporation will also assume the name of "Golden Opportunity Development
Corporation" in the merger.
Upon the effective date of the merger, each share of the Company's issued and
outstanding common stock will automatically be converted into ten (10) fully
paid and nonassessable share of common stock, $0.001 par value per share, of the
Nevada corporation. We do not intend to issue new stock certificates to
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shareholders of record upon the effective date of the merger. Instead, each
certificate representing issued and outstanding shares of our common stock
immediately prior to the effective date of the merger will evidence ownership of
shares of common stock of the Nevada corporation after the effective date of the
merger.
PLEASE NOTE: Shareholders need not exchange their existing stock certificates
for stock certificates of the Nevada corporation. However, after consummation of
the merger, any shareholders desiring new stock certificates representing common
stock of the Nevada corporation may submit their existing stock certificates to
Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209, Telephone (303) 282-4800, the surviving corporation's
transfer agent for cancellation, and obtain new certificates.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital consists of 10,000,000 shares of Common Stock,
$0.001 par value. As of August 10, 2000 there were 275,423 shares of Common
Stock outstanding. The holders of Common Stock are entitled to vote on all
matters to come before a vote of the shareholders of the Company. Golden
Opportunity Development Corporation, a Nevada Corporation, the company which
will be the surviving entity of the Merger, is capitalized for 100,000,000
shares of $0.001 par value common stock. The effect of the Merger will be to
increase the number of authorized shares of the Company from 10,000,000 to
100,000,000.
COMPARISON OF SHAREHOLDER RIGHTS UNDER NEVADA AND LOUISIANA
CORPORATE LAW AND CHARTER DOCUMENTS BEFORE AND AFTER
REINCORPORATION
The Company is incorporated in the State of Louisiana, and the surviving
corporation in the merger is incorporated in the State of Nevada. The Company's
shareholders, whose rights are currently governed by the Louisiana Business
Corporation Law ("LBCL") and the Company's articles of incorporation and bylaws,
will, upon consummation of the merger, become shareholders of the Nevada
corporation and their rights will be governed by the Nevada Revised Statutes
("NRS") and the articles of incorporation and bylaws of the Nevada corporation.
Upon the filing with and acceptance by the Secretary of State of Nevada of
Articles of Merger in Nevada, the Company will become Golden Opportunity
Development Corporation, a Nevada Corporation, ("GODC Nevada") and the
outstanding shares of Company Common Stock will be deemed for all purposes to
evidence ownership of, and to represent, shares of GODC Nevada Common Stock.
The Nevada Charter Documents will replace the Company's current Articles of
Incorporation, as amended ("Louisiana Articles") and the Louisiana Bylaws
(together, the "Louisiana Charter Documents") including providing officers,
directors and agents of GODC Nevada with certain indemnification rights in
addition to those currently provided for the Company.
The following is a summary of the material differences between (a) the LBCL and
our current articles of incorporation and bylaws and (b) the NRS and the
articles of incorporation and bylaws of the Nevada corporation. This summary is
not intended to be relied upon as an exhaustive list of all differences or a
complete description of the differences, and is qualified in its entirety by
reference to the LBCL, the NRS, and the articles of incorporation and bylaws of
the Nevada corporation.
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AUTHORIZED CAPITAL STOCK
NEVADA CORPORATION.
The following discussion is qualified in its entirety by reference to the Nevada
Charter Documents. The authorized capital stock of GODC Nevada, upon
effectuation of the transaction set forth in the Merger Agreement is 100,000,000
shares as hereinafter set forth. The description of the classes of shares and a
statement of the number of shares in each class and the relative rights, voting
power, restrictions and preferences granted to and imposed upon the shares of
each class are discussed below.
COMMON STOCK. The total number of shares of Common Stock this Corporation will
have the authority to issue is one hundred million (100,000,000). The Common
Stock will have a stated par value of $0.001 per share. Each share of Common
Stock will have, for all purposes one (1) vote per share. The holders of Common
Stock issued and outstanding have and possess the right to receive notice of
shareholders' meetings and to vote upon the election of directors or upon any
other matter as to which approval of the outstanding shares of Common Stock or
approval of the common shareholders is required or requested.
VOTING RIGHTS WITH RESPECT TO EXTRAORDINARY CORPORATE TRANSACTIONS
NEVADA. Approval of consolidations and sales, leases or exchanges of all or
substantially all of the property or assets of a corporation, requires the
affirmative vote or consent of the holders of a majority of the outstanding
shares entitled to vote thereon.
LOUISIANA. Under the Louisiana Business Corporations Law ("LBCL"), amendments to
the articles of incorporation must be approved by two thirds of the shares
voting, unless these corporations have adopted a provision in their articles of
incorporation calling for a different voting requirement. The Company's articles
of incorporation contained such a provision, adopted March 13, 1999, which has
the effect of requiring a majority vote, rather than a two-thirds vote, for
amendments to the articles of incorporation.
SHAREHOLDERS CONSENT WITHOUT A MEETING
NEVADA. Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if, before or after the action, a
written consent thereto is signed by shareholders holding at least a majority of
the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorized by written
consent need a meeting of shareholders be called or notice given.
LOUISIANA. Any action required or permitted by the LBCL to be taken at a meeting
of the shareholders may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all shareholders, or, if so
provided in the Articles of Incorporation, by those shareholders holding at
least a majority of the voting power or that proportion of total voting control
provided for in the Articles of Incorporation. In no instance where action is
authorized by written consent need a meeting of shareholders be called or notice
given.
The Articles of Incorporation of the Company provide, in Article Eight, that
Consent of a majority of the voting power of the corporation is sufficient to
take action on behalf of the corporation.
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ANTI-TAKEOVER STATUTES
NEVADA. Except under certain circumstances Nevada law prohibits a "business
combination" between the corporation and an "interested shareholder," however
the Nevada Articles expressly elect not to be governed by these provisions as
contained in NRS 87.411 to 78.444 inclusive. To the extent permissible under the
applicable law of any jurisdiction to which the corporation may become subject
by reason of the conduct of business, the ownership of assets, the residence of
shareholders, the location of offices or facilities, or any other item, the
Company has elected not to be governed by the provisions of any statute that (i)
limits, restricts, modified, suspends, terminates, or otherwise affects the
rights of any shareholder to cast one vote for each share of common stock
registered in the name of such shareholder on the books of the corporation,
without regard to whether such shares were acquired directly from the Company or
from any other person and without regard to whether such shareholder has the
power to exercise or direct the exercise of voting power over any specific
fraction of the shares of common stock of the Company issued and outstanding or
(ii) grants to any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the acquisition by any
person or group of persons of shares of the Company. In particular, to the
extent permitted under the laws of the state of Nevada, the Company elects not
to be governed by any such provision, including the provisions of the Nevada
Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the
Nevada Revised Statutes, or any statute of similar effect or tenor.
LOUISIANA. Louisiana law does not specifically address anti-takeover provisions.
QUORUM OF DIRECTORS
NEVADA. A majority of the Board of Directors in office will constitute a quorum
for the transaction of business, but if at any meeting of the Board there be
less than a quorum present, a majority of those present may adjourn from time to
time, until a quorum shall be present, and no notice of such adjournment shall
be required. The Board of Directors may prescribe rules not in conflict with
these Bylaws for the conduct of its business; provided, however, that in the
fixing of salaries of the officers of the corporation, the unanimous action of
all the directors shall be required.
LOUISIANA. A quorum at all meetings of the Board of Directors consists of a
majority of the number of directors then holding office, but a smaller number
may act to fill a vacancy in the Board of Directors created by the Death,
disqualification or Resignation of one or more of the Directors. The act of a
majority of the Directors present at a meeting which a quorum is present shall
be the act of the Board of Directors.
SPECIAL MEETINGS OF SHAREHOLDERS
NEVADA. Special meetings of the shareholders may be held at the office of the
corporation in the State of Nevada, or elsewhere, whenever called by the
President, or by the Board of Directors, or by vote of, or by an instrument in
writing signed by the holders of a majority of the issued and outstanding
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capital stock. Not less than ten (10) nor more than sixty (60) days written
notice of such meeting, specifying the day, hour and place, when and where such
meeting shall be convened, and the objects for calling the same, shall be mailed
in the United States Post Office, or via express or overnight mail, addressed to
each of the shareholders of record at the time of issuing the notice, and at
his, her, or its address last known, as the same appears on the books of the
corporation. 13 The written certificate of the officer or officers calling any
special meeting setting forth the substance of the notice, and the time and
place of the mailing of the same to the several shareholders, and the respective
addresses to which the same were mailed, shall be prima facie evidence of the
manner and fact of the calling and giving such notice.
LOUISIANA. A corporation shall hold a special meeting of shareholders: (a) On
call of its president or board of directors or the person or persons authorized
by the bylaws or resolution of the board of directors to call such a meeting; or
(b) If the corporation receives one or more written demands for the meeting,
stating the purpose or purposes for which it is to be held, signed and dated by
the holders of shares representing at least twenty percent ( or such lesser or
greater proportion as may be fixed in the articles or in a by-law adopted by the
shareholders)of all the votes entitled to be cast on any issue proposed to be
considered at the meeting. Special shareholders' meetings may be held in or out
of this state at the place stated in or fixed in accordance with the bylaws, or,
if not so stated or fixed, at a place stated in or fixed in accordance with a
resolution of the board of directors. If no place is so stated or fixed, special
meetings shall be held at the corporation's principal office. Not less than ten
(10) nor more than sixty (60) days written notice of such meeting, specifying
the day, hour and place, when and where such meeting shall be convened, and the
objects for calling the same, shall be delivered to each of the shareholders of
record at the time of issuing the notice, and at his, her, or its address last
known, as the same appears on the books of the corporation.
INCREASING OR DECREASING AUTHORIZED SHARES
NEVADA. Nevada law allows the Board of Directors of a Corporation, unless
restricted by the Articles of Incorporation, to increase or decrease the number
of authorized shares in the class or series of the corporations shares and
correspondingly effect a forward or reverse split of any such class or series of
the corporation's shares without a vote of the shareholders, so long as the
action taken does not change or alter any right or preference of the shareholder
and does not include any provision or provisions pursuant to which only money
will be paid or script issued to stockholders who hold 10% or more of the
outstanding shares of the affected class and series, and who would otherwise be
entitled to receive fractions of shares in exchange for the cancellation of all
of their outstanding shares.
LOUISIANA. Louisiana law requires amendment of the Articles of Incorporation to
increase or decrease the number of authorized shares of any class.
AMENDMENTS TO CHARTER
NEVADA. The articles of incorporation may be amended in any of the following
respects by a vote of a majority of the shareholders entitled to vote on an
amendment: (a) by addition to its corporate powers and purposes, or diminution
thereof, or both. (b) by substitution of other powers and purposes, in whole or
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in part, for those prescribed by its articles of incorporation, (c) by
increasing, decreasing or reclassifying its authorized stock, by changing the
number, par value, preferences, or relative, participating, optional or other
rights, or the qualifications, limitations or restrictions of such rights, of
its shares, or of any class or series of any class thereof whether or not the
shares are outstanding at the time of the amendment, or by changing shares with
par value, whether or not the shares are outstanding at the time of the
amendment, into shares without par value or by changing shares without par
value, whether or not the shares are outstanding at the time of the amendment,
into shares with par value, either with or without increasing or decreasing the
number of shares, and upon such basis as may be set forth in the certificate of
amendment, (d) by changing the name of the corporation, (e) by making any other
change or alteration in its articles of incorporation that may be desired. If
any proposed amendment would alter or change any preference or any relative or
other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
LOUISIANA. The board of directors may propose an amendment to the articles of
incorporation for submission to the shareholders. For an amendment to the
articles of incorporation to be adopted, such amendment shall be approved by
each voting group entitled to vote separately on the amendment by two-thirds of
all the votes entitled to be cast on the amendment by that voting group unless
the Company's Articles of Incorporation provide otherwise. The Company's
Articles of Incorporation provide for amendment upon the affirmative vote of a
majority of the shareholders voting on the issue.
NOTICE, ADJOURNMENT AND PLACE OF SHAREHOLDERS' MEETINGS
NEVADA. The Board of Directors may designate any place, either within or without
the state of incorporation, as the place of meeting for any annual or special
meeting. A waiver of notice, signed by all shareholders entitled to vote at a
meeting, may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, the place of meeting shall be the registered office of the corporation
in the state of incorporation. Nevada Bylaws provide that the notification of
the annual meeting shall state the purpose or purposes for which the meeting is
called and the date, time, and the place, which may be within or without this
state, where it is to be held. A copy of such notice shall be either delivered
personally to, or shall be mailed with postage prepaid, to each shareholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting.
LOUISIANA. Written 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 (10) days nor more than sixty (60)
days before the date of the meeting, to each shareholder of record entitled to
vote at such meeting. Adjournments of any annual or special meeting may be taken
without new notice being given unless a new record date is fixed for the
adjourned meeting. A meeting to elect directors can only be adjourned from day
to day until such directors have been elected.
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DIRECTORS
NEVADA. The Nevada Certificate provides that the initial number of members of
the Nevada board shall be three (3), and thereafter shall not be less than one
nor more than seven (7), and may, at any time or times, be increased or
decreased by a duly adopted amendment to the Articles of Incorporation, or in
such manner as shall be provided in the Bylaws of the corporation or by an
amendment to the Bylaws of the corporation duly adopted by either the Board of
Directors or the Shareholders.
LOUISIANA. The Louisiana Articles provide only that the affairs of the
Corporation shall be governed by its Board of Directors.
DISSENTERS' RIGHTS
NEVADA. Shareholders are entitled to demand appraisal of their shares in the
case of mergers or consolidations, except where: (i) they are shareholders of
the surviving corporation and the merger did not require their approval under
the Nevada Revised Statutes (NRS); (ii) the corporation's shares are either
listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by The National Association
of Securities Dealers, Inc.; or (iii) the corporation's shares are held of
record by more than 2,000 shareholders. Appraisal rights are available in either
(i), (ii) or (iii) above, however, if the shareholders are required by the terms
of the merger or consolidation to accept any consideration other than (a) stock
of the corporation surviving or resulting from the merger or consolidation, (b)
shares of stock of another corporation which are either listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc. or held of record by more than 2,000 shareholders, (c) cash in lieu of
fractional shares, or (d) any combination of the foregoing appraisal rights are
not available in the case of a sale, lease, exchange or other disposition by a
corporation of all or substantially all of its property and assets.
LOUISIANA. In Louisiana, the rights and restrictions afforded dissenting
shareholders are set out in Section 12-131 of the Revised Statutes of Louisiana.
A shareholder, upon the sale, lease or exchange of all of the Corporation's
assets, or upon the Corporation becoming a party to a merger or consolidation,
unless such action is taken on a vote of at least 80% of the Corporation's total
voting power, will have the right to dissent. The right to dissent does not
exist if the sale of corporate assets is pursuant to a court order from a court
having jurisdiction of the premises or where the sale is for cash where
substantially all of the net proceeds are to be distributed to shareholders, or
where the corporation's shares were, on the record date, listed on a national
securities exchange, or were designated as a national market system security on
an inter-dealer quotation system by the National Association of Securities
Dealers, unless the Articles of the corporation issuing such stock provide
otherwise, or the shares of such shareholders were not converted by the merger
or consolidation solely into shares of the surviving or new corporation.
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DISSENTERS' RIGHTS AS A RESULT OF THE REINCORPORATION MERGER
Shareholders do not have dissenters' rights under Louisiana law as a result of
the proposed reincorporation because it was approved by shareholders owning in
excess of 80% of the shares of the Corporation. Chapter 12, Section 131(A) of
the Louisiana Revised Statutes eliminates any dissenter's rights with respect to
a merger approved by 80% or more of the outstanding shares of the Corporation. A
copy of Section 12- 131 of the Louisiana Revised Statutes is attached hereto as
Appendix D to this Information Statement.
INSPECTION OF BOOKS AND RECORDS
NEVADA. Pursuant to the Bylaws of GODC Nevada, the Board of Directors shall have
power to close the share books of the corporation for a period of not to exceed
sixty (60) days preceding the date of any meeting of shareholders, or the date
for payment of any dividend, or the date for the allotment of rights, or capital
shares shall go into effect, or a date in connection with obtaining the consent
of shareholders for any purpose. In lieu of closing the share transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty
(60) days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital shares shall go into
effect, or a date in connection with obtaining any such consent, as a record
date for the determination of the shareholders entitled to a notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent. If the share transfer books shall be closed or a
record date set for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for, or
such record date shall be, at least ten (10) days immediately preceding such
meeting.
LOUISIANA. Upon five (5) days prior notice, a shareholder, or combination of two
or more shareholders owning at least five percent (5%) of the shares of the
Corporation have the right to inspect the books and records of the Corporation
TRANSACTIONS WITH OFFICERS AND DIRECTORS
NEVADA. Article 10. of the Nevada Charter documents state that the Nevada
Corporation expressly elects NOT to be governed by NRS 78.411 to 78.444
inclusive, which govern combinations with interested shareholders, affiliates
and associates of the Nevada Corporation. The result of this election provides
greater freedom to the Nevada Corporation regarding certain mergers,
consolidations, sales, transfers and other dispositions between itself and
interested shareholders of the Nevada Corporation.
LOUISIANA. The Company Articles in conjunction with the LBCL provide that no
contract or other transaction between the Corporation and one or more of its
directors or any other corporation, firm, association, or entity in which one or
more of its directors are directors or officers or are financially interested
shall either be void or voidable solely because of such relationship or interest
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or solely because such directors are present at the meeting of the board of
directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted for such
purpose if: (a) the fact of such relationship or interest is disclosed or know
to the board of directors or committee which authorizes, approves, or ratifies
the contract or transaction by a vote or consent sufficient for the purposes
without counting the votes or consents of such interested directors; or (b) the
fact that such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or (c) the contact or
transaction is fair and reasonable to the corporation. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction.
ELECTION AND REMOVAL OF DIRECTORS
NEVADA. The Nevada Bylaws provide each director shall hold office until the next
annual meeting of shareholders and until his or her successor shall have been
elected and qualified. Vacancies on the board may be filled by the remaining
directors or the shareholders.
LOUISIANA. The Louisiana Bylaws provide that each director shall hold office
until the next annual meeting of shareholders and until his or her successor
shall have been elected and qualified. Vacancies on the board may be filled by
the remaining directors or the shareholders.
LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION OF OFFICERS AND
DIRECTORS
NEVADA. Pursuant to the Nevada Charter Documents, the corporation shall have the
power to 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 judgment in its favor by reason of the
fact that he or she 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 or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her 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, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
LOUISIANA. The Louisiana Articles provide, to the extent allowable under
Louisiana law, that the corporation shall eliminate or limit the personal
liability of a director to the corporation or to its shareholders for monetary
damages for any action taken or failure to take any action as a director of the
Corporation. The Louisiana Articles also provide, to the fullest extent
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permitted by Louisiana Law, for indemnification of employees, fiduciaries and
employees to the extent provided for in the Bylaws of the Corporation.
INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL INFORMATION
The following portions of the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999 are incorporated herein by reference: "Item
1. Business", "Item 5. Market Information for Common Equity and Related
Shareholder Matters", and "Item 7. Financial Statements."' The following
portions of the Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 2000 are also incorporated herein by reference: "Part I. Item 1:
Financial Statements" and "Part I. Item 2: Management's Discussion and Analysis
of Financial Condition and Results of Operations."' Copies of these documents
are available without charge to any person, including any beneficial holder of
the Company's Common Stock to whom this Proxy Statement was delivered, on
written or oral request to Golden Opportunity Development Corporation 268 West
400 South, Suite 300, Salt Lake City, Utah 84101, Attention: Secretary
(telephone number: (801) 575-8073). Any statement contained in a document all or
a portion of which is incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Proxy Statement to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Proxy Statement except as so modified or superseded.
The Company currently has 10,000,000 authorized shares of Common Stock, par
value $0.001 per share, of which 275,423 shares were outstanding on August 10,
2000.
INCREASE IN CAPITALIZATION
The Company currently has 10,000,000 authorized shares of Common Stock, par
value $0.001 per share, of which 275,423 shares were outstanding on August 10,
2000.
Golden Opportunity Development Corporation a Nevada Corporation, into which the
Company will merge to accomplish its change of domicile, if approved by the
stockholders, is authorized to issue 100,000,000 shares of common stock par
value $0.001. The effect of the merger will be to increase the number of
authorized common shares which may be issued by the Company from 10,000,000 to
100,000,000.
Although currently authorized shares may be sufficient to meet anticipated needs
in the immediate future, the Board considers it desirable that the Company has
the flexibility to issue an additional amount of Common Stock without further
stockholder action, unless otherwise required by law or other regulations. The
availability of these additional shares will enhance the Company's flexibility
in connection with any possible acquisition or merger, stock splits or
dividends, financings and other corporate purposes and will allow such shares to
be issued without the expense and delay of a special stockholders' meeting,
unless such action is required by applicable law or rules of any stock exchange
on which the Company's securities may then be listed.
Presently, the Company has issued only one class of stock, Common Stock, par
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value $0.001 per share. All of such shares are voting shares and have the same
voting rights. However, none of such shares confer any preemptive rights on the
holders thereof to purchase or receive any additional shares of the Company's
Common Stock or any other securities, rights or options for the Company's
securities authorized or acquired by the Company in the future. The Board may
issue the Common Stock authorized by the Company's Charter for such
consideration as may be fixed by the Board and for any corporate purpose without
further action by the stockholders, except as may be required by law. Each share
of Common Stock has equal dividend rights and participates equally upon
liquidation.
FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION
The merger and resulting reincorporation of Golden Opportunity Development
Corporation from Louisiana to Nevada will constitute a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended. Accordingly, for federal income tax purposes, no gain or loss will be
recognized by shareholders upon the conversion of Golden Opportunity Development
Corporation common stock into the Nevada corporation's common stock. Each
shareholder whose shares are converted into the Nevada corporation's common
stock will have the same basis in the common stock of the Nevada corporation as
such shareholder had in the common stock of Golden Opportunity Development
Corporation held immediately prior to the effective date of the merger. The
shareholder's holding period in the Nevada corporation's common stock will
include the period during which the corresponding shares of Golden Opportunity
Development Corporation common stock were held.
PLEASE NOTE: No information is provided in this proxy statement regarding the
tax consequences, if any, under applicable state, local or foreign laws, and
each shareholder is advised to consult his or her personal attorney or tax
advisor as to the federal, state, local or foreign tax consequences of the
proposed reincorporation in view of the shareholder's individual circumstances.
In addition, neither the Company nor GODC Nevada will recognize gain or loss as
a result of the Reincorporation, and GODC Nevada will generally succeed, without
adjustment, to the tax attributes of the Company. Nevada has no corporate income
tax, no taxes on corporate shares, no franchise tax, no personal income tax, no
I.R.S. information sharing agreement, nominal annual fees, minimal reporting and
disclosure requirements, and shareholders are not public record.
The foregoing summary of federal income tax consequences is included for general
information only and does not address all income tax consequences to all of the
Company's shareholders. The Company's shareholders are urged to consult their
own tax advisors as to the specific tax consequences of the Reincorporation with
respect to the application and effect of state, local and foreign income and
other tax laws.
SECURITIES ACT CONSEQUENCES
The shares of the Nevada corporation's common stock to be issued in exchange for
shares of Golden Opportunity Development Corporation common stock are not being
registered under the Securities Act of 1933.
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In that regard, the Nevada corporation is relying on Rule 145(a)(2) under the
Securities Act of 1933, which provides that a merger which has "as its sole
purpose" a change in the domicile of a corporation does not involve the sale of
securities for purposes of the Securities Act of 1933, and on interpretations of
the Rule by the Securities and Exchange Commission which indicate that the
making of certain changes in the Nevada corporation's articles of incorporation
which could otherwise be made only with the approval of the shareholders of
either corporation does not render Rule 145(a)(2) inapplicable.
After the merger, the Nevada corporation will continue to file periodic reports
and other documents with the Securities and Exchange Commission and provide to
its shareholders the same types of information that we have previously filed and
provided. Shareholders holding restricted shares of common stock will have
shares of the Nevada corporation's stock which are subject to the same
restrictions on transfer as those to which their present shares of common stock
are subject, and their stock certificates, if surrendered for replacement
certificates representing shares of the Nevada corporation's common stock will
bear the same restrictive legend as appears on their present stock certificates.
For purposes of computing compliance with the holding period requirement of Rule
144 under the Securities Act of 1933, shareholders will be deemed to have
acquired their shares of the Nevada corporation's common stock on the date they
acquired their shares of Golden Opportunity Development Corporation's common
stock. In summary, the Nevada corporation and its shareholders will be in the
same respective positions under the federal securities laws after the merger as
were Golden Opportunity Development Corporation and its shareholders prior to
the merger.
AMENDMENT TO THE MERGER AGREEMENT; TERMINATION
The Merger Agreement may be terminated and the Reincorporation abandoned,
notwithstanding shareholder approval, by the Board of Directors of the Company
at any time before consummation of the Reincorporation if the Board of Directors
of the Company determines that in its judgment the Reincorporation does not
appear to be in the best interests of the Company or its shareholders. In the
event the Merger Agreement is terminated, the Company would remain as a
Louisiana corporation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
As used herein the term "Company" refers to Golden Opportunity Development
Corporation, its subsidiaries and predecessors, unless the context indicates
otherwise. The Company was incorporated in Louisiana on May 7, 1997 for the
purpose of engaging in any lawful activity for which corporations may be formed
under the Business Corporation Law of Louisiana.
The Company is currently engaged in the business of operating and acquiring
hospitality property. The Company currently owns a 134 unit motel, a restaurant
facility and four adjacent office retail buildings in Baton Rouge, Louisiana
(the "Motel"). The Motel is located next to the Mississippi River, three blocks
from a river boat dock, at 427 Lafayette Street, Baton Rouge, Louisiana. The
Company is also actively seeking to acquire other hospitality properties.
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The Motel
The Motel was acquired on May 31, 1997 by San Pedro Ltd. and the Smith Family
Trust for the purpose of subsequently transferring the property to the Company
for a 100% interest in the Company. The Company acquired the Motel for a One
Million Nine Hundred Thousand Dollar ($1,900,000) note. Principal and interest
on the mortgage are payable in 359 monthly installments of Eleven Thousand Three
Hundred Ninety-One Dollars and Forty-Six Cents ($11,391.46) until July 1, 2027,
when the remaining principal and interest is due in full. These payments are
made to the General Lafayette Inc. c/o James A. Thom III, M.D. and his wife,
Evelyn M Thom 130 Main Street, Baton Rouge, Louisiana, 70081. Additional
consideration paid by the Company for the acquisition of the Motel included
75,000 shares of SynFuel Technology stock. No other liens or encumbrances on the
Motel exist other than the note. The Motel is located in the Parish of East
Baton Rouge, State of Louisiana. The assessed value of the property and the
Motel when it was acquired by the Company in May of 1997 was $200,000. The
current assessed value of the property and Motel remains approximately $200,000.
The Motel currently has an occupancy rate of approximately 58% of its rentable
rooms. However, the Company expects this rate to increase once the renovations
are complete and the Motel becomes a Villager Lodge. The Motel generates average
monthly rental revenues of approximately Twenty-Two Thousand Five Hundred
Forty-Five Dollars ($22,545) and approximately Four Thousand Four Hundred Forty
Dollars ($4,440) are generated from leases on other property . The Motel's
current occupancy rate, based upon the number of available rooms, is as
mentioned above, approximately 58%. The current number of available rooms is 74.
The Motel's low occupancy rate is due in part to the fact that the Motel is in
need of substantial repairs including repairs to sixty (60) rooms that are not
rentable. If these sixty (60) unrentable rooms are added into the calculation of
the Motel's occupancy rate, the Motel would have an occupancy rate of only 32%.
The Company is in the process of renovating approximately one room a month until
it obtains sufficient financing to renovate the entire Motel. At the time the
Company acquired the Motel, approximately 40 rooms were rentable out of a total
of 134 rooms. The neighborhood in which the Motel is located was considered
economically depressed prior to the Company's acquisition of the Motel. However,
the neighborhood over the last couple of years has been in the process of being
revitalized. The Company suspects that the Motel's poor condition was the result
of the Motel's prior inability to generate sufficient revenues to make the
necessary upgrades, repair and improvements to properly maintain the property.
The Motel's inability to generate sufficient revenues historically was most
likely the result of the formerly depressed local economy. The Company has been
unable to find adequate financing to fully renovate the Motel to date.
The Company's current plans are to renovate the Motel in compliance with the
requirements of the Villager Franchise Systems, Inc. uniform franchise offering
circular. The Company has retained the services of an architectural firm in its
effort to begin renovations and thereby, comply with requirements of becoming a
Villager Lodge Extended Stay Living Franchise. In July, 1999, the Company signed
a Franchise Agreement with Villager Lodge. The Company is in the process of
obtaining the necessary financing to begin operations as a Villager Lodge. The
Company expects that the source of such financing will be bank or institutional
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financing, equity offerings and/or private placements. As mentioned above, the
Company is currently financing renovations on a room by room basis with
operating cash flows. The Company expects that initial costs to renovate the
Motel in compliance with the Villager Lodge franchise agreement will be
approximately $2,000 per room during the first year of operation as a Villager
Lodge. The Company expects that after the first year of operations as a Villager
Lodge, additional renovations will need to be made at a cost of approximately
$2,000 to $3,000 per room.
Villager Lodge is a national chain with over ninety (90) locations throughout
the country. Villager Lodge has a toll free 800 number for national reservations
and directory assistance for Villager Lodge locations nation wide. Additionally,
Villager Lodge maintains a national advertising campaign and an Internet website
upon which potential guests can view the Villager Lodge national directory and
make reservations at any Villager Lodge nation wide. Villager lodge has an
Internet web site located at http://www.villager.com.
The estimated minimal initial costs to begin operations as a Villager Lodge is
$250,000. The Company believes that it will need an additional $250,000 to fully
complete the renovation requirements for the Village Lodge. The completion of
renovations and the successful retention of the Villager Lodge franchise is
expected to significantly increase the Motel's rental revenues. However, there
is no guarantee that the Company will obtain the necessary financing to make the
renovations required under the Licensing Agreement with Villager Lodge. In the
event the Company does not obtain the necessary financing, the Company may not
be able to operate as a Villager Lodge franchisee. In the event the Company is
unable to comply with the requirement of the Villager Lodge Franchise Agreement
because of a lack of financing, the Company will continue to operate its Motel
as the General Lafayette Inn. Villager Lodge has agreed to release the Company
from any liability under the Franchise Agreement, if the Company is unable to
obtain sufficient financing.
Results of Operations
Revenues
Revenues for the three and six month periods ended June 30, 2000, were $76,927
and $157,883 respectively as compared to $97,549 and $185,327 for the same
periods in 1999, a decrease of 21% and 15% respectively. The decrease in
revenues was attributable to a decrease in occupancy.
Losses
Net losses for the three and six month periods ended June 30, 2000, were $87,167
and $178,769 respectively as compared to $37,020 and $67,598 for the same
periods in 1999, an increase of $50,147 and $111,170 respectively. The increase
in losses is attributable to a decrease in revenue in conjunction with an
increase in repair expenses as well as a one time charge to correct depreciation
schedules to amended useful life adjustments.
The Company expects to continue to incur losses at least through fiscal 2000 and
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there can be no assurance that the Company will achieve or maintain
profitability or that its revenue growth can be sustained in the future.
Expenses
General and administrative expenses for three and six month periods ended June
30, 2000 were $10,054 and $20,494 respectively as compared to $4,783 and $8,262
for the same periods in 1999. The reason for the $5,271 increase in the three
month period ended June 30, 2000 is primarily attributable to audit costs
incurred to meet the reporting requirements of the Securities Exchange Act of
1934.
Depreciation and amortization expenses for the three and six month periods ended
June 30, 2000 were $25,757 and $36,181, respectively as compared to $12,888 and
$23,628 for the same periods in 1999. The increase was due to recalculation of
depreciation lives and adjustments in amortization schedules and valuations.
The Company expects increases in expenses through 2000 as the Company steps up
its effort to acquire additional properties and works towards finalizing its
efforts to begin operating as a Villager Lodge franchisee.
For the quarters ended June 30, 2000, and June 30, 1999, the Motel's direct
operating costs were $100,832 and $89,026 respectively, an increase of $11,806.
This increase is primarily attributable to expenses relating to needed repairs
and increase in general maintenance to improve the facility in anticipation of
operation as a Villager Lodge franchisee.
Liquidity and Capital Resources
The Company has expended significant resources on renovating the Motel and
maintenance because of the age and poor condition of the facility. The Company
anticipates spending substantial amounts of capital in an effort to comply with
the requirement of becoming a Villager Lodge franchise.
Cash flow provided by operations were $11,801 for the six months ended June 30,
2000, compared to cash flow provided for operations of $ 27,290 for the six
months ended June 30, 1999. This decrease in cash flows provided in operating
activities for the six months ended June 30, 2000 is primarily attributable to
the increase in losses due to the factors previously discussed.
Cash flow used by investing activities were $307 for the six months ended June
30, 2000, compared to cash flow used by investing activities of $ 8,100 for the
six months ended June 30, 1999. This decrease in cash flows used by investing
activities for the quarter ended June 30, 2000 is primarily attributable to not
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performing capital expenditures due to limited funding. Cash flow used in
financing activities was $17,890 for the six months ended June 30, 2000,
compared to cash flows used of $15,475 for the six months ended June 30, 1999.
The Company's cash flow used in financing activities increased due to the fact
that the Company was able to retire more debt than it could in the previous
year.
The Company has funded its cash needs from inception through June 30, 2000 with
revenues generated from its operations and advances from its Parent Company. In
addition, the Company may issue additional shares of its common stock pursuant
to a private placement or registered offering, if necessary to raise additional
capital.
Capital Expenditures
The Company made $307 and $8,100 in capital expenditures on property or
equipment for the six months ended June 30, 2000 and 1999, respectively.
The Company has a working capital deficiency at June 30, 2000 in the amount of
$409,378. However, $384,800 of this working capital deficiency is owed to the
Company's parent. The Company intends to fund the Motel's operations over the
course of the next year with long term bank financing, increasing rental
revenues from increased occupancy rates and/or equity financing in the form of a
private placement offering.
During 2000 the Company expects to spend up to $500,000 or more in capital
improvements on renovations to the Motel. Anticipated capital expenditures will
depend upon financing that is being sought for renovations. It is anticipated
that the cost to make the initial renovations in each room of the Motel will be
approximately $2,000 or $250,000 total. These initial renovations will include
new paint, new carpeting, new door locks and replacing certain fixtures. The
Company anticipates spending an additional $2,000 to $3,000 per room after the
initial renovations are made on new furnishings and updating the exterior of the
building. The Company anticipates the source of these expenditures to come from
equity offerings, bank financing, or loans from insiders and control persons of
the Company. In the event that the Company is unable to obtain the necessary
amount of capital, the Company may choose not to operate as a Villager Lodge and
may operate as an independent motel until financing is obtained.
Income Tax Expense (Benefit)
The Company has an income tax benefit resulting from net operating losses to
offset future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations
over the past three years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.
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Known Trends, Events, or Uncertainties
Lodging Industry Operating Risks. The Company is subject to all operating risks
common to the lodging industry. These risks include, among other things, (i)
competition for guests from other hotels, a number of which may have greater
marketing and financial resources than the Company, (ii) increases in operating
costs due to inflation and other factors, which increases may not have been
offset in recent years, and may not be offset in the future, by increased room
rates, (iii) dependance on business and commercial travelers and tourism, which
business may fluctuate and be seasonal, (iv) increase in energy costs and other
expenses of travel which may deter travelers, and (v) adverse effects of general
and local economic and weather conditions.
Capital Requirements and Availability of Financing. The Company's business is
capital intensive, and it will have significant capital requirements in the
future. The Company's leverage could affect its ability to obtain financing in
the future to undertake remodeling or refinancings on terms and subject to
conditions deemed acceptable to the Company. In the event that the Company's
cash flow and working capital are not sufficient to fund the Company's
expenditures or to service its indebtedness, it would be required to raise
additional funds through the sale of additional equity securities, the
refinancing of all or part of its indebtedness or the sale of assets. There can
be no assurances that any of these sources of funds would be available in an
amount sufficient for the Company to meet its obligations. Moreover, even if the
Company were able to meet its obligations, its leveraged capital structure could
significantly limit its ability to finance its remodeling program and other
capital expenditures to compete effectively or to operate successfully under
adverse economic conditions. Additionally, financial and operating restrictions
contained in the Company's existing indebtedness may limit the Company's ability
to secure additional financing, and may prevent the Company from engaging in
transactions that might otherwise be beneficial to the Company and to holders of
the Company's common stock. The Company's ability to satisfy its obligations
will also be dependant upon its future performance, which is subject to
prevailing economic conditions and financial, business and other factors beyond
the Company's control.
General Real Estate Investment Risks. The Company's investments are subject to
varying degrees of risk generally incident to the ownership of real property.
Real estate values and income from the Company's current properties may be
adversely affected by changes in national or local economic conditions and
neighborhood characteristics, changes in interest rates and in the availability,
cost and terms of mortgage funds, the impact of present or future environmental
legislation and compliance with environmental laws, the ongoing need for capital
improvements, changes in governmental rules and fiscal policies, civil unrest,
acts of God, including earthquakes and other natural disasters which may result
in uninsured losses), acts of war, adverse changes in zoning laws and other
factors which are beyond the control of the Company.
Value and Illiquidity of Real Estate. Real estate investments are relatively
illiquid. The ability of the Company to vary its ownership of real estate
property in response to changes in economic and other conditions is limited. If
the Company must sell an investment, there can be no assurance that the Company
will be able to dispose of it in the time period it desires or that the sales
price of any investment will recoup the amount of the Company's investment.
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Property Taxes. The Company's property is subject to real property taxes. The
real property taxes on this property may increase or decrease as property tax
rates change and as the property is assessed or reassessed by taxing
authorities. If property taxes increase, the Company's operations could be
adversely affected.
Risks of Remodeling / Expansion Strategy. The Company intends to pursue a
strategy of growth through the remodeling of the Motel and may pursue a similar
strategy in acquiring future properties. There can be no assurance that the
Company will obtain adequate financing for the renovations nor can there be any
assurance that renovations undertaken by the Company will be profitable. The
construction of renovations that are not profitable could adversely affect the
Company's profitability. The Company may in the future require additional
financing in order to continue its renovation plans. There is no assurance that
such additional financing, if any, will be available to the Company on
acceptable terms.
Investment in Single Industry/Property. The Company is subject to risks inherent
in investments in a single industry/property. The effects on the Company's
revenues resulting from a downturn in the lodging industry would be more
pronounced than if the Company had diversified its investments outside of the
lodging industry.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company, nor associate of the foregoing persons has any substantial interest,
direct or indirect, in the Company's change of domicile or the forward split of
the Company's shares which differs from that of other shareholders of the
Company. No director of the Company opposes the proposed action of changing
domicile or effecting a forward split of the Company's shares.
10-KSB AND 10-QSB REPORTS
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, AND ITS MOST RECENT
QUARTERLY REPORT ON FORM 10-QSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT QUARTER, WITHOUT CHARGE, UPON RECEIPT
OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE DIRECTED TO CHIEF
FINANCIAL OFFICER, GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION, 268 WEST 400
SOUTH, SUITE 300, SALT LAKE CITY, UTAH 84101.
Dated: _______________
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By Order of the Board of Directors
/s/ Svetlana Senkovskaia
-------------------------
Secretary of the Company
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Appendix "A"
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (hereinafter called the "Merger Agreement") is
made as of August 24, 2000, by and between Golden Opportunity Development
Corporation, a Louisiana corporation ("GODC"), and Golden Opportunity
Development Corporation, a Nevada corporation ("GODC Nevada"). GODC and GODC
Nevada are sometimes referred to as the "Constituent Corporations."
Recitals
A. Whereas, The authorized capital stock of GODC consists of 10,000,000 shares
of Common Stock, $0.001 par value of which 275,423 shares are issued and
outstanding.
B. Whereas, the authorized capital stock of GODC Nevada, upon effectuation of
the transactions set forth in this Merger Agreement, will consist of 10,000,000
shares of Common Stock, $0.001 par value.
C. Whereas, the directors of the Constituent Corporations deem it advisable and
to the advantage of the Constituent Corporations that GODC merge with and into
GODC Nevada upon the terms and conditions herein provided, for the sole purpose
of effecting a change of domicile from the State of Louisiana to the State of
Nevada.
D. Whereas, the merger will have no effect or change in the nature of the
business or management of the resulting business operating through the surviving
corporation.
Agreement
NOW, THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that GODC shall merge
into GODC Nevada on the following terms, conditions and other provisions:
1. TERMS AND CONDITIONS.
1.1 Merger. GODC shall be merged with and into GODC Nevada (the
"Merger"), and GODC Nevada shall be the surviving corporation (the "Surviving
Corporation") effective upon the date when this Merger Agreement is filed with
the Secretary of State of Nevada (the "Effective Date").
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1.2 Succession. On the Effective Date, GODC Nevada shall continue its
corporate existence under the laws of the State of Nevada, and the separate
existence and corporate organization of GODC, except insofar as it may be
continued by operation of law, shall be terminated and cease.
1.3 Transfer of Assets and Liabilities. On the Effective Date, the
rights, privileges, powers and franchises, both of a public as well as of a
private nature, of each of the Constituent Corporations shall be vested in and
possessed by the Surviving Corporation, subject to all of the disabilities,
duties and restrictions of or upon each of the Constituent Corporations; and all
and singular rights, privileges, powers and franchises of each of the
Constituent Corporations, and all property, real, personal and mixed, of each of
the Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to each
of the Constituent Corporations shall be transferred to and vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest, shall be thereafter the property
of the Surviving Corporation as they were of the Constituent Corporations, and
the title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their shareholders, directors and officers shall not be
affected and all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, and any claim
existing or action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the Merger had not taken place
except as they may be modified with the consent of such creditors and all debts,
liabilities and duties of or upon each of the Constituent Corporations shall
attach to the Surviving Corporation, and may be enforced against it to the same
extent as if such debts, liabilities and duties had been incurred or contracted
by it.
1.4 Common Stock of GODC and GODC Nevada. On the Effective Date, by
virtue of the Merger and without any further action on the part of the
Constituent Corporations or their shareholders, (i) each share of Common Stock
of GODC issued and outstanding immediately prior thereto shall be converted into
shares of fully paid and nonassessable shares of the Common Stock of GODC Nevada
at a ratio of 1 GODC share to 10 GODC Nevada shares, and (ii) each share of
Common Stock of GODC Nevada issued and outstanding immediately prior thereto
shall be canceled and returned to the status of authorized but unissued shares.
1.5 Stock certificates. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of the
Common Stock or of the Preferred Stock of GODC shall be deemed for all purposes
to evidence ownership of and to represent the shares of GODC Nevada into which
the shares of GODC represented by such certificates have been converted as
herein provided and shall be so registered on the books and records of the
Surviving Corporation or its transfer agents. The registered owner of any such
outstanding stock certificate shall, until such certificate shall have been
surrendered for transfer or conversion or otherwise accounted for to the
Surviving Corporation or its transfer agent, have and be entitled to exercise
any voting and other rights with respect to and to receive any dividend and
other distributions upon the shares of GODC Nevada evidenced by such outstanding
certificate as above provided.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS.
2.1 Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of GODC Nevada in effect on the Effective Date shall
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continue to be the Articles of Incorporation and Bylaws of the Surviving
Corporation.
2.2 Directors. The directors of GODC immediately preceding the
Effective Date shall become the directors of the Surviving Corporation on and
after the Effective Date to serve until the expiration of their terms and until
their successors are elected and qualified.
2.3 Officers. The officers of GODC immediately preceding the Effective
Date shall become the officers of the Surviving Corporation on and after the
Effective Date to serve at the pleasure of its Board of Directors.
3. MISCELLANEOUS.
3.1 Further Assurances. From time to time, and when required by the
Surviving Corporation or by its successors and assigns, there shall be executed
and delivered on behalf of GODC such deeds and other instruments, and there
shall be taken or caused to be taken by it such further and other action, as
shall be appropriate or necessary in order to vest or perfect in or to conform
of record or otherwise, in the Surviving Corporation the title to and possession
of all the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of GODC and otherwise to carry out the purposes of this
Merger Agreement, and the officers and directors of the Surviving Corporation
are fully authorized in the name and on behalf of GODC or otherwise to take any
and all such action and to execute and deliver any and all such deeds and other
instruments.
3.2 Amendment. At any time before or after approval by the shareholders
of GODC, this Merger Agreement may be amended in any manner (except that, after
the approval of the Merger Agreement by the shareholders of GODC, the principal
terms may not be amended without the further approval of the shareholders of
GODC) as may be determined in the judgment of the respective Board of Directors
of GODC Nevada and GODC to be necessary, desirable, or expedient in order to
clarify the intention of the parties hereto or to effect or facilitate the
purpose and intent of this Merger Agreement.
3.3 Conditions To Merger. The obligations of the Constituent
Corporations to effect the transactions contemplated hereby is subject to
satisfaction of the following conditions (any or all of which may be waived by
either of the Constituent Corporations in its sole discretion to the extent
permitted by law): the Merger shall have been approved by the shareholders of
GODC in accordance with applicable provisions of the Colorado Business
Corporations Act; and GODC, as sole shareholder of GODC Nevada, shall have
approved the Merger in accordance with the General Corporation Law of the State
of Nevada; and any and all consents, permits, authorizations, approvals, and
orders deemed in the sole discretion of GODC to be material to consummation of
the Merger shall have been obtained.
3.4 Abandonment or Deferral. At any time before the Effective Date,
this Merger Agreement may be terminated and the Merger may be abandoned by the
Board of Directors of either GODC or GODC Nevada or both, notwithstanding the
approval of this Merger Agreement by the shareholders of GODC or GODC
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Nevada, or the consummation of the Merger may be deferred for a reasonable
period of time if, in the opinion of the Boards of Directors of GODC and GODC
Nevada, such action would be in the best interest of such corporations. In the
event of termination of this Merger Agreement, this Merger Agreement shall
become void and of no effect and there shall be no liability on the part of
either Constituent Corporation or its Board of Directors or shareholders with
respect thereto, except that GODC shall pay all expenses incurred in connection
with the Merger or in respect of this Merger Agreement or relating thereto.
3.5 Counterparts. In order to facilitate the filing and recording of
this Merger Agreement, the same may be executed in any number of counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved by
the Board of Directors of GODC and GODC Nevada, is hereby executed on behalf of
each said corporation and attested by their respective officers thereunto duly
authorized.
GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION,
a Louisiana Corporation
/s/ Richard D. Surber /s/Svetlana Senkovskaia
By: ____________________________ By________________________________
Richard D. Surber, President and CEO Svetlana Senkovskaia, Secretary
GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
a Nevada Corporation
/s/ Richard D. Surber /s/ Svetlana Senkovskaia
By: _______________________________ By________________________________
Richard D. Surber, President and CEO Svetlana Senkovskaia, Secretary
27
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Appendix "B"
ARTICLES OF INCORPORATION OF GOLDEN OPPORTUNITY DEVELOPMENT
CORPORATION
ARTICLE 1.
Company Name
1.1 The name of this corporation is Golden Opportunity Development
Corporation
ARTICLE 2.
Duration
2.1 The corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE 3.
Principal Office & Registered Agent
3.1 The resident agent and registered office located within the State of
Nevada is:
LaVonne Frost
711 South Carson St. Suite 1
Carson City, Nevada 89701
ARTICLE 4.
Purpose
4.1 The purpose for which the corporation is organized is to engage in any
lawful activity within or without the State of Nevada.
ARTICLE 5.
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Board of Directors
5.1. Number. The members of the governing Board of the Corporation shall be
styled "Directors", and the first Board shall be three (3) in number. The Number
of directors shall not be reduced to less than one (1) nor exceed seven (7) and
may, at any time or times, be increased or decreased in such manner as shall be
provided in the Bylaws of the corporation or by an amendment to the Bylaws of
the corporation duly adopted by either the Board of Directors or the
Shareholders.
5.2 The names and addresses of the first Board of Directors are as follows:
Richard D. Surber
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
John Fry
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Svetlana Senkovskaia
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
ARTICLE 6.
Capital Stock
6.1 The corporation shall have the authority to issue one hundred million
(100,000,000) shares of common stock, $0.001 per value ("Common Stock"). Shares
of any class of stock may be issued, without shareholder action, from time to
time in one or more series as may from time to time be determined the board of
directors. The Corporation's board of directors is hereby expressly granted
authority, without the necessity of shareholder action, and within the limits
set forth in the Nevada business Corporation Law, to:
(a) designate in whole or in part, the preferences, limitations,
and relative rights of any class of shares before the issuance of
any shares of that class;
(b) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or
in part, the preferences, limitations, and relative rights of the
series, all before the issuance of any shares of that series;
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(c) alter or revoke the preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of
shares or any wholly unissued series of any class of shares; and
(d) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the
board of directors, either before or after the issuance of shares
of the series; provided that, the number my not be decreased
below the number of shares of the series then outstanding, or
increased above the total number of authorized shares of the
applicable class of shares available for designation as part of
the series.
6.2 The allocation between the classes, or among the series of each class,
of unhnfited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided, or to the contrary, herein or in the Corporation's bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise deigned by the Corporation's board of directors and
subject to any superior rights as so designated, the Common Stock shall have
unlimited voting rights and shall be entitled to receive the net assets of the
Corporation upon dissolution.
6.3 The capital stock of the Corporation shall be issued as fully paid, and
the private property of the shareholders shall not be subject to pay debts,
obligations, or liabilities of the Corporation, and no paid up stock, and no
stock issued as fully paid up shall ever be assessable or assessed.
6.4 The holders of shares of capital stock of the Corporation shall not be
entitled to preemptive or preferential rights to subscribe to any unissued stock
or any other securities which the Corporation may now or hereafter be authorized
to issue.
6.5 The Corporations's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the board of directors.
6.6 The shareholders shall not possess cumulative voting rights.
ARTICLE 7.
No Further Assessments
7.1 The capital stock, after the amount of the subscription price has been
paid in money, property, or services, as the Board of Directors shall determine,
shall be subject to no further assessment to pay the debts of the corporation,
and no stock issued as fully paid up shall ever be assessable or assessed, and
these Articles
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of Incorporation shall not and cannot be amended, regardless of the vote
therefore, so as to amend, modify or rescind this Article 6., or any of the
provisions hereof.
ARTICLE 8.
Bylaws
8.1 The bylaws of the Corporation shall be adopted by its board of
directors. The power to alter, amend, or repeal the bylaws, or to adopt new
bylaws, shall be vested in the board of directors, except as otherwise may be
specifically provided by law or in the bylaws.
ARTICLE 9.
Shareholder's Meetings
9.1 Meetings of shareholders shall be held at such place within or without
the State of Nevada as may be provided by the Corporation's bylaws. Special
meetings of the shareholders may be called by the president or any other
executive officer of the Corporation, the board of directors, or any member
thereof, or by the record holder or holders, of at least ten percent (1O%) of
all shares entitled to vote at the meeting. Any action otherwise required to be
taken at a meeting of the shareholders, except election of directors, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by shareholders having at least a majority of the voting
power.
ARTICLE 10.
Election Not to be Governed By Provisions of NRS 78.411 to 78.444.
10.1 The Corporation, pursuant to NRS 78.434, hereby elects not to be
governed by the provisions of NRS 78.411 to 78.444, inclusive.
ARTICLE 11.
Indemnification of Officers and Directors
11.1 The Corporation shall indemnify its directors, officers, employee,
fiduciaries and agents to the fullest extent permitted under the Nevada Revised
Statutes.
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11.2 Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person for
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any
By-Law, agreement, vote of stockholders, provision of law or otherwise, as well
as their rights under this Article.
11.3 Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time with respect to indemnification to
provide at all times the fullest indemnification permitted by the law of the
State of Nevada and may cause the corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation
as a director of officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
11.4 The private property of the Stockholders, Directors and Officers shall
not be subject to the payment of corporate debts to any extent whatsoever.
11.5 No director, officer or shareholder shall have any personal liability
to the corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, except that this provision does not eliminate nor
limit in any way the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) The payment of dividends in violation of Nevada Revised Statutes
(N.R.S.) 78.300.
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ARTICLE 12.
Purchase of Corporation's Shares
12.1 The corporation, by action of its directors, and without action by
its shareholders, may purchase its own shares in accordance with the provisions
of the Nevada Corporations Code. Such purchases may be made either in the open
marker or at a public or private sale, in such manner and amounts, from such
holder or holders of outstanding shares of the corporation and at such prices as
the Board of Directors shall from time to time determine.
ARTICLE 13.
Incorporators
13.1 The name and address of the Incorporator of the corporation is as
follows:
Richard D. Surber
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
August, 2000, hereby declaring and certifying that the facts stated hereinabove
are true.
/s/ Richard D. Surber
----------------------------------------
Richard D. Surber, Incorporator and Director
NOTARIZATION OF SIGNATURE OF A DIRECTOR AND THE INCORPORATOR
State of Utah )
)
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County of Salt Lake )
On this 22nd day of July, 2000 before me, Bonnie Tippets, a notary
public, personally appeared Richard D. Surber who is personally known to me to
be the person whose name is subscribed to this instrument and who has
acknowledged that he executed the same as a Director and the Incorporator of
Kelly's Coffee Group, Inc.
/s/ Bonnie Tippets
S ___________________________________
E Notary Public
A 4/14/2001
L ___________________________________
My Commission Expires
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Appendix "C"
BYLAWS
OF
Golden Opportunity Development Corporation, a Nevada Corporation
ARTICLE 1
Offices
Section 1.01 - Principal Office.
The principal and registered office for the transaction of the business
of the Corporation is hereby fixed and located at: 268 West 4OO South, Suite
3OO, Salt Lake City, Utah 84101. The Corporation may have such other offices as
the Corporation's Board of Directors (the "Board") may designate or as the
business of the Corporation may require from time to time.
Section 1.02 - Other Offices.
Branch or subordinate offices may at any time be established by the
Board at any place or places wherein the Corporation is qualified to do
business.
ARTICLE 2
Meetings of Shareholders
Section 2.01 - Meeting Place.
-------------
All annual meetings of shareholders and all other meetings of
shareholders shall be held either at the principal office or at any other place
which may be designated either by the Board, pursuant to authority hereinafter
granted, or by the written consent of all shareholders entitled to vote thereat
given either before or after the meeting and filed with the secretary of the
Corporation.
Section 2.02 - Annual Meetings.
A. The annual meetings of shareholders shall be held on the anniversary
date of the date of incorporation at the hour of two o'clock p.m., provided,
however, that should the day of the annual meeting fall upon a legal holiday,
then any such annual meeting of shareholders shall be held at the same time and
place
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on the next business day thereafter which is not a legal holiday.
B. Written notice of each annual meeting signed by the president or
vice president, or the secretary, or an assistant secretary, or by such
other person or persons as the Board may designate, shall be given to each
shareholder entitled to vote thereat, either personally or by mail or other
means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the Corporation or
given by him to the Corporation for the purpose of notice. ff a shareholder
gives no address, notice shall be deemed to have been given to him if sent
by mail or other means of written communication addressed to the place
where the principal office of the Corporation is situated, or if published
at least once in some newspaper of general circulation in the county in
which said office is located. AU such notices shall be sent to each
shareholder entitled thereto, or published, not less than ten (10) nor more
than sixty (60) days before each annual meeting, and shall specify the
place, the day, and the hour of such meeting, and shall also state the
purpose or purposes for which the meeting is called.
C. Failure to hold the annual meeting shall not constitute dissolution or
forfeiture of the Corporation, and a special meeting of the shareholders may
take the place thereof.
Section 2.03 - Special Meeting.
---------------
Special meetings of the shareholders, for any purpose or purposes
whatsoever, may be called at any time by the President or by the Board, or by
one or more shareholders holding not less than ten percent (10%) of the voting
power of the Corporation. Except in special cases where other express provision
is made by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of shareholders. Notices of any special meeting
shall specify in addition to the place, day, and hour of such meeting, the
purpose or purposes for which the meeting is called.
Section 2.04 - Adjourned Meetings and Notice Thereof.
A. Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum, no other business may be
transacted at any such meeting.
B. When any shareholders' meeting, either annual or special is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. Otherwise, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which such adjournment is
taken.
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Section 2.05 - Entry of Notice.
Whenever any shareholder entitled to vote has been absent from any
meeting of shareholders, whether annual or special, an entry in the minutes to
the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such meeting was given to such
shareholder, as required by law and these Bylaws.
Section 2.06 - Voting.
At all annual and special meetings of shareholders, each shareholder
entitled to vote thereat shall have one vote for each share of stock so held and
represented at such meetings, either in person or by written proxy, unless the
Corporation's Articles of Incorporation ("Articles") provide otherwise, in which
event, the voting rights, powers, and privileges prescribed in the Articles
shall prevail. Voting for Directors and, upon demand of any shareholder, upon
any question at any meeting, shall be by ballot. If a quorum is present at a
meeting of the shareholders, the vote of a majority of the shares represented at
such meeting shall be sufficient to bind the Corporation, unless otherwise
provided in the Bylaws or the Articles.
Section 2.07 - Quorum.
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.08 - Consent of Absentees.
The transactions of any meeting of shareholders, either annual or
special, however called and notice given thereof, shall be as valid as though
done 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 of after the
meeting, each of the shareholders entitled to vote, not present in person or by
proxy, signs a written Waiver of Notice, or a consent to the holding of such
meeting, or an approval of the Minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
Minutes of such meeting.
Section 2.09 - Proxies.
Every person entitled to vote or execute consents shall have the
right to do so either in person or by an agent or agents authorized by a written
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proxy executed by such person or his duly authorized agent and filed with the
secretary of the Corporation; provided however, that no such proxy shall be
valid after the expiration of eleven (I 1) months from the date of its
execution, unless the shareholder executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
Section 2.10 - Shareholder Action Without a Meeting.
------------------------------------
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a written consent thereto is
signed by shareholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such an action at
a meeting, then that proportion of written consents is required. In no instance
where action is authorized by this written consent need a meeting of
shareholders be called or notice given. The written consent must be filed with
the proceedings of the shareholders.
ARTICLE 3
Board of Directors
Section 3.01 - Powers.
Subject to the limitations of the Articles, these Bylaws, and the
provisions of Louisiana corporate law as to action to be authorized or approved
by the shareholders, and subject to the duties of Directors as prescribed by
these Bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be controlled by, the
Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Directors shall have the
following powers:
A. To select and remove all the other officers, agents, and employees
of the Corporation, prescribe such powers and duties for them as are not
inconsistent with law, with the Articles, or these Bylaws, fix their
compensation, and require from them security for faithful service.
B. To conduct, manage, and control the affairs and business of the
Corporation, and to make such rules and regulations therefore not inconsistent
with the law, the Articles, or these Bylaws, as they may deem best.
C. To change the principal office for the transaction of the business
if such change becomes necessary or useful; to fix and locate from time to time
one or more subsidiary offices of the Corporation, as provided in Section 1.02
of Article I hereof, to designate any reasonable place for the holding of any
shareholders' meeting or meetings; and to adopt, make, and use a corporate seal,
and to prescribe the forms of
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certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
D. To authorize the issuance of shares of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.
E. To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefore, m the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation, or other evidences of debt and securities therefore.
F. To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the Board
in management of the business and affairs of the Corporation, except the power
to declare dividends and to adopt, amend, or repeal Bylaws. The Executive
Committee shall be composed of one or more Directors.
Section 3.02 - Number and Qualifications of Directors.
The authorized number of Directors of the Corporation shall not be less
than one (1) nor more than twelve (12).
Section 3.03 - Election and Term of Office,
The Directors shall be elected at each annual meeting of shareholders,
but if any such annual meeting is not held, or the Directors are not elected
thereat, the Directors may be elected at any special meeting of shareholders.
All Directors shall hold office until their respective successors are elected.
Section 3.04 - Vacancies.
A. Vacancies in the Board may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected or appointed shall hold office until his successor is
elected at an annual or a special meeting of the shareholders.
B. A vacancy or vacancies in the Board shall be deemed to exist in case
of the death, resignation, or removal of any Director, or if the authorized
number of Directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.
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C. The shareholders may elect a Director or Directors at any time to
fill any vacancy or vacancies not filled by the Directors.
D. No reduction of the authorized number of Directors shall have the
effect of removing any Director unless also authorized by a vote of the
shareholders.
ARTICLE 4
Meetings of the Board of Directors
Section 4.01 - Place of Meetings.
Regular meetings of the Board shall be held at any reasonable place,
with sufficient notice given, which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation, regular meetings shall be held at the principal
office of the Corporation. Special meetings of the Board may be held either at a
place so designated, or at the principal office. Failure to hold an annual
meeting of the Board shall not constitute forfeiture or dissolution of the
Corporation.
Section 4.02 - Organization Meeting.
Immediately following each annual meeting of shareholders, the Board
shall hold a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of such meeting is
hereby dispensed with.
Section 4.03 - Other Regular Meetings.
----------------------
Other regular meetings of die Board shall be held, whether monthly or
quarterly or by some other schedule, at a day and time as set by the President;
provided however, that should the day of the meeting fall upon a legal holiday,
then such meeting shall be held at the same time on the next business day
thereafter which is not a legal holiday. Notice of all such regular meetings of
the Board is hereby required.
Section 4.04 - Special Meetings.
A. Special meetings of the Board may be called at any time for any purpose
or purposes by the President, or, if he is absent or unable or refuses to act,
by any Vice President or by any two Directors.
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B. Written notice of the time and place of special meetings shall be
delivered personally to each Director or sent to each Director by mail
(including overnight delivery services such as Federal Express) or telegraph,
charges prepaid, addressed to him at his address as it is shown upon the records
of the Corporation, or if it is not shown upon such records or is not readily
ascertainable, at the place in which the regular meetings of the Di-rectors are
normally held. No such notice is valid unless delivered to the Director to whom
it was addressed at least twenty-four (24) hours prior to the time of the
meeting. However, such mailing, telegraphing, or delivery as above provided
herein shall constitute prima facie evidence that such director received proper
and timely notice.
Section 4.05 -- Notice of Adjournment.
Notice of the time and place of an adjourned meeting need not be given
to absent Directors, if the time and place be fixed at the meeting adjourned.
Section 4.06 - Waiver of Notice.
The transactions of any meeting of the Board, however called and
noticed or wherever held, shall be as valid as though a meeting had been duly
held after regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the Directors not present signs a written
waiver of notice or a consent to holding such meeting or an approval of the
Minutes thereof. All such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the Minutes of the meeting.
Section 4.07 - Quorum.
If the Corporation has only one Director, then the presence of that one
Director constitutes a quorum. If the Corporation has only two Directors, then
the presence of both such Directors is necessary to constitute a quorum. If the
Corporation has three or more Directors, then a majority of those Directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. A Director may be present at a
meeting either in person or by telephone. Every act or decision done or made by
a majority of the Directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the Board, unless a greater number be
required by law or by the Articles.
Section 4.08 - Adjournment.
A quorum of the Directors may adjourn any Directors' Meeting to meet
again at a stated day and hour; provided however, that in the absence of a
quorum, a majority of the Directors present at any Directors'
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Meeting, either regular or special, may adjourn such meeting only until the time
fixed for the next regular meeting of the Board.
Section 4.09 - Fees and Compensation.
Directors shall receive a stated salary for their services as Directors
in stock of the Corporation. In addition, by resolution of the Board, a fixed
fee, with or without expenses of attendance, may be allowed for attendance at
each meeting. Nothing stated herein shall be construed to preclude any Director
from serving the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefore.
Section 4.10 - Action Without a Meeting.
------------------------
Any action required or permitted to be taken at a meeting of the Board,
or a committee thereof, may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all the members of the Board or
of the Committee. The written consent must be filed with the proceedings of the
Board or Committee.
ARTICLE 5
Officers
Section 5.01 - Executive Officers.
------------------
The executive officers of the Corporation shall be a President, a
Secretary, and a Treasurer/Chief Financial Officer. The Corporation may also
have, at the direction of the Board, 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 5.03 of this Article. Officers other than the President and the Chairman
of the Board need not be Directors. Any one person may hold two or more offices,
unless otherwise prohibited by the Articles or by law.
Section 5.02 -- Appointment.
The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.03 and 5.05 of this
Article, shall be appointed by the Board, and each shall hold hi s office until
he resigns or is removed or otherwise disqualified to serve, or his successor is
appointed and qualified.
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Section 5.03 - Subordinate Officers.
--------------------
The Board 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 these Bylaws or as
the Board may from time to time determine.
Section 5.04 - Removal and Resignation.
A. Any officer may be removed, either with or without cause, by a
majority of the Directors at the time in office, at any regular or special
meeting of the Board.
B. Any officer may resign at any time by giving written notice to the
Board or to the President or Secretary. Any such resignation shall take effect
on the date such notice is received or at any later time specified therein.
Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5.05 - Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to such office.
Section 5.06 - Chairman of The Board.
The Chairman of the Board, if there be such an officer, shall, if
present, preside at all meetings of the Board, and exercise and perform such
other powers and duties as may be from time to time assigned to him by the Board
or prescribed by these Bylaws.
Section 5.07 - President.
Subject to such supervisory powers, if any, as may be given by the
Board to the Chairman of the Board (if there be such an officer), the President
shall be the Chief Executive Officer of the Corporation and shall, subject to
the control of the Board, have general supervision, direction, and control of
the business and officers of the Corporation. He shall preside at all meetings
of the shareholders and, in the absence of the Chairman of the Board, or if
there be none, at all meetings of the Board. He shall be an ex-officio member of
all the standing committees, including the Executive Committee, if any, and
shall have the general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers and
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duties as may be prescribed by the Board or these Bylaws.
Section 5.08 - Vice President.
--------------
In the absence or disability of the President the Vice Presidents, in
order of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, 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 or these Bylaws.
Section 5.09 - Secretary.
A. The Secretary shall keep, or cause to be kept, at the principal
office or such other place as the Board may direct a book of (i) Minutes of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special how authorized, the notice thereof
given, the names of
those present and absent at Directors' Meetings, the number of shares
present or represented at Shareholders' Meetings, and the proceedings thereof,
and (ii) any waivers, consents, or approvals authorized to be given by law or
these Bylaws.
B. The Secretary shall keep, or cause to be kept, at the principal
office, a share register, or a duplicate share register, showing (i) the name of
each shareholder and his or her address; (ii) the number and class or classes of
shares held by each, and the number and date of certificates issued for the
same; and (iii) the number and date of cancellation of every certificate
surrendered for cancellation.
C. The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board required by these Bylaws or by law
to be given, and he shall keep the seal of the Corporation, if any, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board or these Bylaws.
Section 5.10 - Treasurer/Chief Financial Officer.
A. The Treasurer/Chief Financial Officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus, including earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all times
be open to inspection by any Director.
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B. The Treasurer/Chief Financial Officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board. He shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the President
and Directors, whenever they request it, an account of all of his transactions
as 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 or these Bylaws.
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ARTICLE 6
Miscellaneous
Section 6.01 - Record Date and Closing Stock Books.
-----------------------------------
The Board may fix a time in the future, for the payment of any dividend
or distribution, or for the allotment of rights, or when any change or
conversion or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or distribution, or any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares, and in such case only shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend, distribution, or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date fixed as herein set
forth. The Board may close the books of the Corporation against transfers of
shares during the whole, or any part, of any such period.
Section 6.02 - Inspection of Corporate Records.
-------------------------------
The Share Register or Duplicate Share Register, the Books of Account,
and Records of Proceedings of the Shareholders and Directors shall be open to
inspection upon the written demand of any shareholder or the holder of a voting
trust certificate, at any reasonable time, and for a purpose reasonably related
to his interests as a shareholder or as the holder of a voting trust
certificate, and shall be exhibited at any time when required by the demand of
ten percent (10%) of the shares represented at any shareholders' meeting. Such
inspection may be made in person or by an agent or attorney, and shall include
the right to make extracts. Demand of inspection other than at a Shareholders'
Meeting shall be made in writing upon the President, Secretary, or Assistant
Secretary, and shall state the reason for which inspection is requested.
Section 6.03 - Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board.
Section 6.04 - Annual Report.
-------------
The Board shall cause to be sent to the shareholders, not later than
one hundred twenty (120) days after the close of the fiscal or calendar year, an
annual report.
Section 6.05 - Contracts: How Executed.
-----------------------
The Board, except as otherwise provided in these Bylaws, may authorize
any officer, officers, agent, or agents, to enter into any contract, deed, or
lease, 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 by the Board, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any
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contract or engagement or to pledge its credit or render it liable for any
purpose or for any amount.
Section 6.06 - Certificates of Stock.
A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each shareholder when any such shares are fully
paid up. All such certificates shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the
signature of the President and Secretary or by a facsimile of the
signatures of the President and the written signature of the Secretary or an
Assistant Secretary. Every certificate authenticated by a facsimile of a
signature must be countersigned by a transfer agent or transfer clerk.
Section 6.07 - Representations of Shares of Other Corporations.
-----------------------------------------------
The President or any Vice President and the Secretary or Assistant
Secretary of this Corporation are authorized to vote, represent, and exercise on
behalf of this Corporation, all rights incident to any and all shares of any
other corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.
Section 6.08 - Inspection of Bylaws.
The Corporation shall keep in its principal office for the transaction
of business the original or a copy of these Bylaws, as amended or otherwise
altered to date, certified by the Secretary, which shall be open to inspection
by the shareholders at all reasonable times during office hours.
Section 6.09 - Indemnification.
A. The Corporation shall indemnify its officers and directors for any
liability including reasonable costs of defense arising out of any act or
omission of any officer or director on behalf of the Corporation to the full
extent allowed by the laws of the State of Louisiana, if the officer or director
acted in good faith and in a manner the officer or director reasonably believed
to be in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.
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B. Any indemnification under this section (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 or officer is proper in the
circumstances because the officer or director has met the applicable standard of
conduct. 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, regardless of whether or not such a quorum is
obtainable and a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or by the stockholders.
ARTICLE 7
Amendments
Section 7.01 - Power of Shareholders.
New Bylaws may be adopted, or these Bylaws may be amended or repealed,
by the affirmative vote of the shareholders collectively having a majority of
the voting power or by the written assent of such shareholders.
Section 7.02 - Power of Directors.
Subject to the rights of the shareholders as provided in Section 7.01
of this Article, Bylaws other than a bylaw, or amendment thereof, changing the
authorized number of Directors, may also be adopted, amended, or repealed by the
Board.
Certificate
The undersigned, being a majority of the initial Board of Golden
Opportunity Development Corporation, a corporation duly organized and existing
under and by virtue of the laws of the State of Nevada; certify that the above
and foregoing Bylaws of said corporation were duly and regularly adopted as such
by the Board of Directors of the Corporation at a meeting of said Board, which
was duly held on the 12th day of March, 1999, that the above and foregoing
Bylaws are now in full force and effect.
DATED this 24th day of August, 1999
/s/ Richard D. Surber
------------------------
Richard Surber, Director
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/s/ John Fry
--------------------------------
John Fry, Director
/s/ Svetlana Senkovskia
---------------------------------
Svetlana Senkovskaia, Director
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Appendix "D"
Louisiana Revised Statutes Section 12:131
A. Except as provided in subsection B of this section, if a corporation
has, by vote of its shareholders, authorized a sale, lease or exchange of all of
its assets, or has, by vote of its shareholders, become a party to a merger or
consolidation, then, unless such authorization or action shall have been given
or approved by at least eighty per cent of the total voting power, a shareholder
who voted against such corporate action shall have the right to dissent. If a
corporation has become a party to a merger pursuant to R.S. 12:112(H), the
shareholders of any subsidiaries party to the merger shall have the right to
dissent without regard to the proportion of the voting power which approved the
merger and despite the fact that the merger was not approved by vote of the
shareholders of any of the corporations involved.
B. The right to dissent provided by this Section shall not exist in the case of:
(1) A sale pursuant to an order of a court having jurisdiction in the premises.
(2) A sale for cash on terms requiring distribution of all or substantially all
of the net proceeds to the shareholders in accordance with their respective
interests within one year after the date of the sale.
(3) Shareholders holding shares of any class of stock which, at the record
date fixed to determine shareholders entitled to receive notice of and to vote
at the meeting of shareholders at which a merger or consolidation was acted on,
were listed on a national securities exchange, or were designated as a national
market system security on an inter- dealer quotation system by the National
Association of Securities Dealers, unless the articles of the corporation
issuing such stock provide otherwise or the shares of such shareholders were not
converted by the merger or consolidation solely into shares of the surviving or
new corporation.
C. Except as provided in the last sentence of this subsection, any shareholder
electing to exercise such right of dissent shall file with the corporation,
prior to or at the meeting of shareholders at which such proposed corporate
action is submitted to a vote, a written objection to such proposed corporate
action, and shall vote his shares against such action. If such proposed
corporate action be taken by the required vote, but by less than eighty per
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cent of the total voting power, and the merger, consolidation or sale, lease or
exchange of assets authorized thereby be effected, the corporation shall
promptly thereafter give written notice thereof, by registered mail, to each
shareholder who filed such written objection to, and voted his shares against,
such action, at such shareholder's last address on the corporation's records.
Each such shareholder may, within twenty days after the mailing of such notice
to him, but not thereafter, file with the corporation a demand in writing for
the fair cash value of his shares as of the day before such vote was taken;
provided that he state in such demand the value demanded, and a post office
address to which the reply of the corporation may be sent, and at the same time
deposit in escrow in a chartered bank or trust company located in the parish of
the registered office of the corporation, the certificates representing his
shares, duly endorsed and transferred to the corporation upon the sole condition
that said certificates shall be delivered to the corporation upon payment of the
value of the shares determined in accordance with the provisions of this
section. With his demand the shareholder shall deliver to the corporation, the
written acknowledgment of such bank or trust company that it so holds his
certificates of stock. Unless the objection, demand and acknowledgment aforesaid
be made and delivered by the shareholder within the period above limited, he
shall conclusively be presumed to have acquiesced in the corporate action
proposed or taken. In the case of a merger pursuant to R.S. 12:112(H), the
dissenting shareholder need not file an objection with the corporation nor vote
against the merger, but need only file with the corporation, within twenty days
after a copy of the merger certificate was mailed to him, a demand in writing
for the cash value of his shares as of the day before the certificate was filed
with the secretary of state, state in such demand the value demanded and a post
office address to which the corporation's reply may be sent, deposit the
certificates representing his shares in escrow as hereinabove provided, and
deliver to the corporation with his demand the acknowledgment of the escrow bank
or trust company as hereinabove prescribed.
D. If the corporation does not agree to the value so stated and demanded, or
does not agree that a payment is due, it shall, within twenty days after receipt
of such demand and acknowledgment, notify in writing the shareholder, at the
designated post office address, of its disagreement, and shall state in such
notice the value it will agree to pay if any payment should be held to be due;
Otherwise it shall be liable for, and shall pay to the dissatisfied shareholder,
the value demanded by him for his shares.
E. In case of disagreement as to the fair cash value, or as to whether any
payment is due, after compliance by the parties with the provisions of
subsections C and D of this section, the dissatisfied shareholder, within sixty
days receipt of notice in writing of the corporation's disagreement, but not
thereafter, may file suit against the corporation, or the merged or consolidated
corporation, as the case may be, in the district court of the parish in which
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the corporation or the merged or consolidated corporation, as the case may be,
has its registered office, praying the court to fix and decree the fair cash
value of the dissatisfied shareholder's shares as of the day before such
corporate action complained of was taken, and the court shall, on such evidence
as may be adduced in relation thereto, determine summarily whether any payment
is due, and, if so, such cash value, and render judgment accordingly. Any
shareholder entitled to file such suit may, within such sixty-day period but not
thereafter, intervene as a plaintiff in such suit filed by another shareholder,
and recover therein Judgment against the corporation for the fair cash value of
his shares. No order or decree shall be made by the court staying the proposed
corporate action, and any such corporate action may be carried to completion
notwithstanding any such suit. Failure of the shareholder to bring suit, or to
intervene in such a suit, within sixty days after receipt of notice of
disagreement by the corporation shall conclusively bind the shareholder (1) by
the corporation's statement that no payment is due, or (2) if the corporation
does not contend that no payment is due, to accept the value of his shares as
fixed by the corporation in its notice of disagreement.
F. When the fair value of the shares has been agreed upon between the
shareholder and the corporation, or when the corporation has become liable for
the value demanded by the shareholder because of failure to give notice of
disagreement and of the value it will pay, or when the shareholder has become
bound to accept the value the corporation agrees is due because of his failure
to bring suit within sixty days after receipt of notice of the corporation's
disagreement, the action of the shareholder to recover such value must be
brought within five years from the date the value was agreed upon, or the
liability of the corporation became fixed.
G. If the corporation or the merged or consolidated corporation, as the case may
be, shall -in its notice of disagreement, have offered to pay to the
dissatisfied -shareholder on demand an amount in cash deemed by it to be the
fair cash value of -his shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the amount so offered,
the corporation, or the merged or consolidated corporation, as the case may be,
shall deposit in the registry of the court, there to remain until the final
determination of the cause, the amount so offered, then, if the amount finally
awarded such shareholder, exclusive of interest and costs, be more than the
amount offered and deposited as aforesaid, the costs of the proceeding shall be
taxed against the corporation, or the merged or consolidated corporation, as the
case may be; otherwise the costs of the proceeding shall be taxed against such
shareholder.
H. Upon filing a demand for the value of his shares, the shareholder shall
cease to have any of the rights of a shareholder except the rights accorded by
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this section. Such a demand may be withdrawn by the shareholder at any time
before the corporation gives notice of disagreement, as provided in subsection D
of this section. After such notice of disagreement is given, withdrawal of a
notice of election shall require the written consent of the corporation. If a
notice of election is withdrawn, or the proposed corporate action is abandoned
or rescinded, or a court shall determine that the shareholder is not entitled to
receive payment for, his shares, or the shareholder shall otherwise lose his
dissenter's rights, he shall not have the right to receive payment for his
shares, his share certificates shall be returned to him (and, on his request,
new certificates shall be issued to him in exchange for the old ones endorsed to
the corporation), and he shall be reinstated to all his rights as a shareholder
as of the filing of his demand for value, including any intervening preemptive
rights, and the right to payment of any intervening dividend or other
distribution, or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the interim.
53
