UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12 (b)
or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
INTERNET CULINARY CORPORATION
FKA CAPITOL SILVER MINES, INC
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 82-0277068
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
410 BROADWAY, 2ND FLOOR; LAGUANA BEACH, CA 92651
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(949) 376-1554 FAX (49) 376-9117
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
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FORWARD LOOKING STATEMENTS
Internet Culinary Corporation, a developmental stage company
("Internet Culinary Corporation," or the "Company") cautions
readers that certain important factors may affect the
Company's actual results and could cause such results to
differ materially from any forward-looking statements that may
be deemed to have been made in this Form 10-SB or that are
otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-SB that are
not statements of historical fact may be deemed to be forward-
looking statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plans," or
"continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-
looking statements. Factors that may affect the Company's
results include, but are not limited to, the Company's limited
operating history, its ability to produce additional products
and services, its dependence on a limited number of customers
and key personnel, its possible need for additional financing,
its dependence on certain industries, and competition from its
competitors. With respect to any forward-looking statements
contained herein, the Company believes that it is subject to a
number of risk factors, including: the Company's ability to
implement its product strategies to develop its business in
emerging markets; competitive actions; and, general economic
and business conditions. Any forward-looking statements in
this report should be evaluated in light of these important
risk factors. The Company is also subject to other risks
detailed herein or set forth from time to time in the
Company's filings with the Securities and Exchange Commission.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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TABLE OF CONTENTS
Part I 4
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 5
Item 3. Description of Property 12
Item 4. Security Ownership of Management and
Others and Certain Security Holders 13
Item 5. Directors, Executives, Officers and
Significant Employees 13
Item 6. Remuneration of Directors and
Executive Officers 15
Item 7. Interest of Management and Others in
Certain Transactions 15
Item 8. Legal Proceedings 15
Part II 15
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 15
Item 2. Recent Sales of Unregistered Securities 15
Item 3. Description of Securities 15
Item 4. Indemnification of Directors and Officers 15
Part F/S 15
Item 1. Financial Statements 15
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 15
Part III 16
Item 1. Index to Exhibits 16
Item 2. Description of Exhibits 16
Signatures 16
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Part I
Item 1. Description of Business
Internet Culinary Corporation has been formed to manufacture
and market a series of nutritional, naturally flavored raisin
snack food products produced utilizing a patented process.
This process substantially removes the raisin flavor from
raisins and substitutes the natural flavor of fruits. This
flavoring can be of one fruit, or a combination of fruits in
each raisin.
Although other firms are trying to develop processes to
produce flavored raisins, Internet Culinary Corporation is the
only firm that has succeeded in removing the raisin flavor,
and replacing it using all natural ingredients. The demand for
flavored raisins will be extraordinary, and the management of
Internet Culinary Corporation plans to exploit the rights
gained from its patented process to develop a large portion of
the worldwide fruit-flavored and chocolate-covered fruit-
flavored raisin market though an aggressive plan of promotion,
advertisement, expansion, and international licensing
agreements. Internet Culinary Corporation is poised to become
a major player in the food products industry into the next
millennium.
The founder of the company, Jack Mann, developed an affinity
for dried fruit products over a decade ago. Of particular
interest to the founder were the prospects of producing dried
cherries -a generally unavailable commodity due to the high
costs of removing the pits. However, Mr. Mazin's search did
prove successful when he located a food processing company
that produced dried cherries. The product was exceptional, but
the costs associated with producing large runs of dried
cherries were prohibitive. The founder then began deliberating
the production of flavored raisins.
Mr. Mazin hired a food science research team to develop a
process to produce flavored raisins. Soon, samples were
submitted that had all the promising characteristics (texture,
moisture, sweetness) for consumer consumption. However, a
large-scale production process had to be developed - such a
facility had never been developed before with the express
purpose of turning out large quantities of flavored raisins.
Through trial and error, efforts were made to optimize soaking
and absorption times. Other problems included feeding raisins
into small pouches, weight variances, and the stickiness of
the product. After time, these production variables were
isolated and solved by working with several different contract
manufacturers.
The company has successfully developed a method to produce in
volume, fruit flavored raisins from which the raisin taste has
been substantially extracted and replaced with another flavor.
The company is presently capable of producing raisins with the
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following flavors: lemon. orange, pineapple, strawberry,
banana, peach, raspberry, and cherry. Other firms have
attempted to produce flavored raisins, but Internet Culinary
Corporation is the only firm that has been truly successful.
Sun Maid, a California-based grower and marketer of raisins,
presently produces several varieties of flavored dried prunes
(under the brand "Sun Sweet") which involve placing a coating
of flavor on the fruit. The management of Internet Culinary
Corporation believes such processes to be inferior to that of
the company, as the flavor coating cannot completely mask the
flavor of the original fruit. The company's patented process
of raisin flavoring involves the use of citric acid to remove
the raisin flavoring and inserting the substitute flavoring
inside the raisin through the tiny holes in the skin of the
raisin created by the citric acid process.
Item 2. Management's Discussion and Analysis
or Plan of Operation
An in-depth production process has been developed to
facilitate the manufacture of flavored raisins, enabling an
end product that is both appealing to consumers and
sufficiently durable for widespread distribution. The diagram
below briefly illustrates the production process.
Sun-dried raisins are bought from outside channels and enter
into the production process. The raisins are then moved into
the Citric Acid Process, which treats the raisins in a special
manner to substantially remove the raisin flavoring from the
raisins. In addition, this process creates small holes in the
skin of the raisins. The materials are then moved into the
next phase: the Flavoring Process. The raisins are then coated
by all natural fruit flavoring. This flavoring coats the
raisins, but unlike other competing processes, it also enters
the inside of the raisins through the small holes created by
the Citric Acid Process. Once the raisins art flavored, they
are moved to the packaging phase, and then distributed to the
various channels cited later in this plan.
The basic raw materials needed to complete the finished boxes
of Internet Food Corporation are:
Seedless Sun-Dried Raisins
Citric Acid
All Natural Flavors
Webbing (Packets) for Individual packets
Cylindrical and ziplock-type containers for Family Packs
Cardboard Grocery Boxes / Display Boxes
Corrugate Cases
Glue Stretch Wrap
Packaging Tape
In order to facilitate the construction of this unique process
of production, Internet Food Corporation upgraded its facility
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in many ways. The following is a summary of these upgrades:
Flavoring Lab
Plant Heating
Water Heating
Propane System
Electrical Modifications to Entrance and Electrical Room
Mechanical Shop Modifications
Air Compressor Room Modifications
Packaging Room Modifications
Various Tools Purchased to Build Custom Machines
Computer System
Quality Assurance Lab to Ensure Safety and Consistency in
Every Shipment
A computer drafting technician was hired in April of 1996 to
aid Mr. Mazin in designing the semi-automatic custom
production line. This led to a new computer system being
purchased to facilitate the Computer Aided Design software and
algorithms.
Office management created specialized operating forms that are
used by operators on the line to ensure that all production is
being performed under the required standards. All levels and
stages of production are scrutinized at all times and testing
occurs at set intervals to greatly facilitate the production
of defect-free products. Quality control occurs on both an
internal and external basis: the process of production is
constantly being examined to further reinforce the production
of a quality product, while frequent testing allows for
minimal returns of bad products and points the way towards
possible inadequacies in the production process- Production
variables are collected and stored in a database to aid in the
research and development of future products and processes.
The current facility has two manufacturing lines and one
packaging machine to service the product demand. For the
purpose of capacity, the following relationship is standard
towards utilizing the equipment on a one-shift basis (or eight
hour day):
[8 hour periods -2 lines] =25,400 packets per hour
[25,400 packets per hour] x 8 hours = 203,200 packets per day
[203,200 packets per day] x 22 days = 4470,400 packets per
month
[4,470,400 packets per month] x 12 months =53,644,800 packets
per year
For each additional two lines established, the capacity
increases upon the basis of the relationship mentioned above
for the purposes of these projections, it is assumed that the
capacity of the plant will increase in relation to the
machinery and equipment purchases illustrated in the above
diagram.
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Current and Pending Customers
Grocery and Convenience Stores: Seven-Eleven, Ralphs, Lucky,
Vons, Krogers, Safeway, et al.
Family Packs: Costco, Sam's Club, Wall-Mart, Kellogg's, Post,
Sarah Lee, Entanmen's, et al.
Ralph's: has provided a Letter of Intent illustrating its
commitment to purchase 5.4 million packets over the next year
Airlines: there is currently a pending order by United
Airlines for 36 million packets for sample testing over the
next six months.
Benefiting from its patented process for adding fruit
flavoring to raisins, the company has an opportunity to
develop into a $356 million (CDN) company within three years.
The potential revenue from licensing and royalties is already
in evidence due to interest from Mexico and Germany (EEC).
Management believes that there are additional potential
licensing opportunities in Japan, Hong Kong, China, Taiwan,
Central and South America, and other non EEC countries.
To support the management staff and to facilitate interaction
between management and front line operations, a number of
office employees will be hired to enhance the efficiency of
Internet Culinary Corporation operational structure. The
following is a list of the required positions and the times at
which they will enter:
Year l
Two Clerical Employees in Week 1
Repairs and Maintenance Department Manager in Week 9
Two Clerical Employees in Week 10
Two Repairs and Maintenance Workers in Week 23
Two Clerical Employees in Month 7
Year 2
Two Clerical Employees in Month 1
Year 3
Two Clerical Employees in Month 1
Internet Culinary Corporation will face considerable demand
for its products, and the proper scaling-in of direct labor
employees and supervisors is crucial to the growth of the
company. For each shift on a pair of Production Lines, there
is a need for ten employees and two supervisors. Each pair of
Production Lines are purchased three months in advance of
implementation. One week in advance of production, the
required employees are brought in for training. Two shifts
will be implemented before the purchase of additional
Production lines. For every $302,768 in weekly Original sales,
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ten employees and two supervisors are required per shift. For
every $355,600 in weekly Chocolate sales, an additional ten
employees and two supervisors are also required per shift.
Monthly figures are $1,332,179 and $1,564,640, respectively.
Year 1
Week 1 - Five Line Employees and One Supervisor
Week 2- Five Line Employees and One Supervisor
Week 14- Ten Line Employees and Two Supervisors
Week 22- Ten Line Employees and Two Supervisors
Week 23 - Ten Line Employees and Two Supervisors
Month7- Ten Line Employees and Two Supervisors
Month 8 - Ten Line Employees and Two Supervisors
Month 9 - Ten Line Employees and Two Supervisors
Month 11 - Twenty Line Employees and Four Supervisors
Year 2
Month 2- Ten Line Employees and Two Supervisors
Month 4- Ten Line Employees and Two Supervisors
Month 6- Ten Line Employees and Two Supervisors
Month 8- Twenty Line Employees and Four Supervisors
Month 10- Ten Line Employees and Two Supervisors
Month 11 - Ten Line Employees and Two Supervisors
Month 12- Ten Line Employees and Two Supervisors
Year 3
Month 2- Ten Line Employees and Two Supervisors
Month 3 - Ten Line Employees and Two Supervisors
Month 5 - Twenty Line Employees and Four Supervisors
Month 7 - Ten Line Employees and Two Supervisors
Month 8 - Ten Line Employees and Two Supervisors
Month 9 - Ten Line Employees and Two Supervisors
Month 11 - Twenty Line Employees and Four Supervisors
The management of Internet Culinary Corporation plans to
employ a labor force from the local area, Athoville and its
surrounding communities, to fill the necessary positions.
Additionally in the upper management and production sectors in
the company, the management will actively recruit individuals
that will further the management's already considerable
knowledge and experience base in the food products industry.
As the plant evolves its production schedule, additional
employees will be needed to facilitate the marketing,
manufacturing, shipping, and management of the operations.
Market Information
The market for flavored raisins is estimated to be
substantial. Essentially, Internet Food Corporation is
creating its own industry. Management believes that there is
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an extensive market for the products in North America. The
following is a list of the potential outlets for Internet Food
Corporation' products:
Grocery stores - fruit snack category and Family Packs
Convenience stores - single unit packages and Family Packs
Vending machines - single unit packages
Institutional use - schools, universities, government
facilities, etc.
Airlines - single unit packages
Industrial - seasoning and flavoring processes
Management believes that the products have the maximum
potential in the snack food category, providing a sugar-free,
healthy alternative to candies and sugar-added snacks.
Possible competing products could be fruit roll-ups, fruit-
flavored snacks, raisins, and other fruit products.
Suppliers
California produces between 500,000 and 600,000 tons of
raisins per year. Australia and Chile each produce
approximately 400,000 tons of raisins annually. The Mid-
Eastern nations, particularly Turkey, are responsible for the
production of 200,OOO tons of raisins per year. A majority of
the raisins purchased by Internet Food Corporation will
originate from Australia and Chile. Due to the large number of
raisin producers, and the relative lack of consolidation
within the raisin industry, Internet Food Corporation will be
able to obtain the raw materials necessary to facilitate the
fulfillment of the company's mission.
Customers
Internet Food Corporation patented process produces a product
of superlative quality. The segment that will be initially
targeted is the Snack Food market. The next target will be
Family Pack sales to large-scale distribution channels, such
as grocery stores, retailers, and convenience stores. These
raisins will be marketed as a healthy alternative to sweets,
and will be extremely popular. Currently, United Airlines is
in the process of organizing the order of 36 million one-ounce
packets, for use in a six month trial period. This is an
indicator of die widespread demand for flavored raisins.
Internet Food Corporation is very favorably positioned in this
industry due to the fact that it essentially the only
supplier. In addition, another market for flavored raisins
that will be vigorously approached is the cereal and baked
goods producers. These companies can greatly diversify their
product lines with flavored raisins with minimal modifications
to their current production processes.
Competition
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Although other firms have tried to flavor raisins, none have
been able to produce the results that Internet Food
Corporation has accomplished via its patented process. Due to
Internet Food Corporation patents, and the effectiveness of
its process (currently the only method which removes the
raisin flavor and replaces it with fruit flavoring), the firm
does not have competitors that can produce a product that
matches the quality and flavor of Internet Food Corporation.
External Variables
Governmental
Internet Food Corporation' products fall under the auspices of
the Food and Drug Administration of Canada and the United
States.
Legislative
An external benefit is the North American Free Trade
Agreement, which will facilitate materials procurement and
product distribution by the reduction of tariff and other
trade protocols that interfere with intercontinental trade
practices.
Economic
Raisins are a commodity and are a by-product of grapes. Grapes
are utilized first as wines, second as table grapes, and third
to produce raisins. At the completion of year three, an
estimated cumulative total of 43,000 tons of raisins will have
been consumed for production purposes, with an average of
2,294 tons per month during year three alone- Based on these
significant demands, multinational purchasing agreements are a
necessity.
Conclusion
Internet Food Corporation's unique and patented process has
facilitated the creation of a new industry. Flavored Raisins
will be in demand in large amounts, and the duration of the
patents gives Internet Food Corporation a key advantage in
this arena An aggressive program of sales, promotion, and
licensing will profoundly reinforce Internet Food Corporation'
position at the forefront of this dynamic new industry.
Strategy
When Jack Mazin first began the development of the product as
it exists today, he recognized the multi-dimensional marketing
potential that this product line is capable of. The
manufacturing process entails a high degree of custom-made
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machinery, thereby enhancing the flavoring of the product. The
company envisions worldwide market penetration through its own
marketing efforts in conjunction with its licensing arid
royalties efforts.
Marketing Strategy
It is the company's intent to market its products in North
America within the following distribution channels:
Individual Flavored Raisin Packets - a packet consists of one
ounce of flavored raisins. These packets will be distributed
via the following channels:
Airlines
Airline Terminals
Convenience Stores
Grocery Stores
Theme Parks
These packets will be distributed in packs of ~ twelve, or
twenty-four.
Family Packs - these Family Packs hold 1/2, 1, or 2 pound
bundles of raisins.
Raisins will be packaged in cylindrical containers and
ziplock-type bags.
Distribution will be among the following channels:
Grocery Stores - Ralphs, Krogers, Vons, et al
Retailers - Sam's Club, Price/Costco, Wal-Mart
Convenience Stores - Seven Eleven, AM/PM, Pink Dot
Ancillary Markets - flavored raisins distributed in mass
quantities to the following channels:
Cereal Producers (i.e. Kellogg's, Post, and Generic Brands)
Baked Goods Producers (i.e. Sarah Lee, Entanmen's, Duncan
Hines)
Institutional Markets
Schools
Universities
Government Facilities
Advertisement
Effective the first quarter of operations, development of a
comprehensive strategy of consumer advertisements will
commence to enhance the name brand recognition of Internet
Food Corporation.
Joint Ventures
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Because of constraints in issues of capacity, the possibility
exists that a Joint Venture licensing agreement with a cereal
manufacturer (i.e. Kellogg's) will be necessary to meet
production demands.
Licensing Agreements
Because Internet Food Corporation has a patented process with
patent applications for Europe and the Pacific Rim, this
source of revenue on both an initial fee and a continued
royalty basis will substantively add to Internet Food
Corporation bottom line. Management has already contacted
sources from Germany and Mexico, and discussions are currently
underway concerning the initial granting of licenses.
Three Year Plan
The current and projected capacity for the first three years
will incorporate capital expenditures for machinery and
equipment of approximately $7.65 million (CDN). At the
completion of the second year, a determination will be made
where to build a supplemental facility; the leading choices
are Canada or the central United States, Sales volume and
location of major customers will be among several determining
factors.
Future Products
Research and Development will begin within the first six
months of operations, and will incorporate a number of
findings from the studies garnered from the production
process. With the additional flavors that are under
development and variations upon the patented process an even
flintier diversified product base will be established. One of
the many avenues that Research and Development will target is
a yogurt flavoring for the raisins. Yogurt products will
provide a product with a higher moisture content and high
relative durability. Since Internet Food Corporation current
position is based upon technological innovations, the company
will continue to support an aggressive Research and
Development program to remain ahead of the competition and in-
step with consumer demands.
Conclusion
Internet Food Corporation has made the commitment to
excellence in the food products industry by utilizing a number
of distinct advantages. Their patented process is currently
the only effective means of producing fruit flavored raisins,
and the duration of the patent positions the company at the
forefront of this dynamic new industry. Anticipated widespread
demand of fruit flavored raisins is already in evidence, due
to the pending orders from United Airlines of 36 million
packets over a six month trial period and Ralph's Letter of
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Intent for 5.4 million packets over a twelve month period. The
ability to increase capacity to meet demand is enhanced by
worldwide licensing and royalty agreements that will
positively impact the firm's profit structure, and contribute
to the establishment of Internet Food Corporation as a brand
name in the food products industry on a global scale into the
next millennium.
Item 3. Description of Property
To be added
Item 4. Security Ownership of Management and
Others and Certain Security Holders
To be added
Item 5. Directors, Executives, Officers and Significant
Employees
POSITIONS HELD
NAME WITH THE CORPORATION
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Tom Reichman President
Stephen Reeder Vice President,
Secretary & Director
Bob Coberly Treasurer & Director
Scott Brake Assistant Vice
President & Director
Kevin Grace Director
Stacy Freidman Director
Further, Internet Culinary Corporation's management team will
be made up of top-flight professionals in their respective job
classifications. This competent group will be responsible for
the operations of Internet Culinary Corporation facilities
and work toward furthering the mission of the company.
Jack Mazin
Jack Mazin is the founder of Amazin Raisins which the company
merged with and has been its President and CEO since the
formation of the company. Mr. Mazin's management experience
began in 1978 when he was employed at Goldcrest Furniture. Mr.
Mazin, following an aggressive plan of sales expansion' grew
Goldcrest from a $9 million (CDN) firm to a $30 million (CDN)
company in less than ten years. Mr. Mann's offshore buying
program in the far east solidified Goldcrest's position as the
first Canadian manufacturer to successfully bind melamine to
particle board for casegood production.
In 1988, Mr. Mann left Goldcrest to establish the Canadian-
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Moroccan Chamber of Commerce and facilitated a number of trade
deals between the two countries over the course of his
employment at this location,
Also in 1988, Mr. Mann formed RDI (Royal Domain Incorporated)
and pioneered the Internet Culinary Corporation Concept. Mr.
Mann's experience in the manufacturing industry as well as his
background in international trade will greatly benefit the
company and its future endeavors.
It has been determined from the trial production runs of
Internet Culinary Corporation, that a certain number of
people are required to perform the required management duties
of this operation. The following is a list of the required
personnel, and the times at which they will enter:
Year 1
President and Vice President of Sales in Week 1
Human Resources Director in Week 12
Lab Technician in Week 13
Advertising Manager in Week 23
Sales Manager, Comptroller, and Purchasing Manager in Month 7
Production Manager in Month 9
Vice President of Manufacturing in Month 10
Year 2
Senior Chemist in Month 3
Chief Operating Officer in Month 6
Chief Financial Officer in Month 6
To support the management staff and to facilitate interaction
between management and front line operations, a number of
office employees will be hired to enhance the efficiency of
Internet Culinary Corporation operational structure. The
following is a list of the required positions and the times at
which they will enter:
Year l
Two Clerical Employees in Week 1
Repairs and Maintenance Department Manager in Week 9
Two Clerical Employees in Week 10
Two Repairs and Maintenance Workers in Week 23
Two Clerical Employees in Month 7
Year 2
Two Clerical Employees in Month 1
Year 3
Two Clerical Employees in Month 1
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Item 6. Remuneration of Directors and
Executive Officers
Has not yet been established at this time.
Item 7. Interest of Management and Others in
Certain Transactions
To be added
Item 8. Legal Proceedings
To be added
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters
Not available at this time
Item 2. Recent Sales of Unregistered Securities
None
Item 3. Description of Securities
Common shares and Restricted share to be detailed later
Item 4. Indemnification of Directors and Officers
To be added
Part F/S
Item 1. Financial Statements
To be added
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
To be added
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Signatures
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Internet Culinary Corporation
(Registrant)
Date: September 30, 1999 BY: /s/ Tom Reichman
--------------------------
Tom Reichman, President
Part III
Item 1. Index to Exhibits
Article of Incorporation
Bylaws
Merger Agreement (to be added)
Item 2. Description of Exhibits
To be added
ARTICLES OF INCORPORTATION
OF
INTERNET CULINARY CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a
corporation under and by virtue of the laws of the State of
Nevada, do hereby adopt the following Articles of
Incorporation.
1. Name of Company:
INTERNET CULINARY CORPORATION
2. Resident Agent:
The Resident Agent of the company is:
Brian Dvorak
500 N. Rainbow Blvd., Suite 300
Las Vegas, NV 89107
3. Board of Directors:
The company shall initially have one (1) director. He
is: David L. Kagel. This individual shall serves as director
until his successor or successors have been elected and
qualified. The number of directors may be increased or
decreased by a duly adopted amendment to the By-Laws of the
Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation
shall have authority to issue shall consist of 20,000,000
shares of Common Stock having a $.01 par value, and 5,000,000
shares of Preferred Stock having a $.01 par value. The Common
Stock and/or Preferred Stock of the Company may be issued from
time to time without prior approval by the stockholders. The
Common Stock and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board
of Directors. The Board of Directors may issue such shares of
Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall
be stated in the resolution of resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
Corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the Corporation
authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or
to be authorized or issued or to be authorized or issued, and
convertible into shares of the Corporation, nor to any right
of subscription thereto, other
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than to the extent, if any, the Board of Directors in its sole
discretion, may determine from time to time.
6. Director's and Officer's Liability:
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of
a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the
law or (ii) the unlawful payment of dividends. Any repeal or
modification of the Article by stockholders of the Corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer
of the Corporation for acts of omissions prior to such repeal
of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she or a
person with whom he or she is a legal representative, is or
was a director of the Corporation, or who is serving at the
request of the Corporation as a director or officer of another
corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under
the laws 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 a
settlement) reasonably incurred or suffered by him or her in
connection therewith. Such right of indemnification shall be a
contract right and which may be enforced in any manner desired
by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be paid
by the Corporation as incurred and in advance of the final
disposition of the action, suit, or proceeding, under receipt
of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right of 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 bylaw, agreement, vote of stockholders, provision of
law, or otherwise, as well as their rights under this article
Without limiting the application of the foregoing, the
Board of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase or maintain
insurance on behalf of any person who is or was a director or
officer.
8. Amendments:
This Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of
Incorporation or its By-Laws, in the manner now or hereafter
prescribed by statute or the Articles of Incorporation or said
By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
<PAGE>
9. Power of Directors:
In furtherance, and not in limitation of those powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject to the By-Laws, if any adopted by the
shareholders, to make, alter or repeal the By-Laws of
the corporation;
(b) To authorize and cause to be executed mortgages
and liens, with our without limitations as to the
amount, upon the real and personal property of the
corporation.
(c) To authorize the guaranty by the Corporation of
the securities, evidences of indebtedness and
obligations of other persons, corporations or business
entities;
(d) To set apart out of any funds of the Corporation
available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole
Board, to designate one or more committees to consist of
one or more Directors or the Corporation, which, to the
extent provided on the resolution or in the By-Laws of
the Corporation, shall have and may authorize the seal
of the Corporation to be affixed to all papers which may
require it. such committee or committees shall have name
and names as may be stated in the By-Laws of the
Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors
All the corporate powers of the Corporation shall be
exercised by the Board of Directors except as otherwise herein
or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereby set my hand on this 31 day
of August, 1999, hereby declaring and certifying that the
facts stated hereinabove are true.
Signature of Incorporator:
Name: Brian Dvorak
Address: 500 N. Rainbow, Suite 300
Las Vegas, NV 89107
/s/ Brian Dvorak
- --------------------
State of Nevada )
) SS:
County of Clark )
The foregoing instrument was acknowledged before me this 31
day of August, 1999.
/s/ Tina M McCombs
- ---------------------
Notary Public of
said county and state
<PAGE>
Certificate of Acceptance of Appointment of Resident Agent:
I, Brian Dvorak, hereby accept appointment as Resident
Agent for the above-named corporation.
/s/ Brian Dvorak
- --------------------------
Brian Dvorak
Resident Agent
BYLAWS
OF
INTERNET CULINARY CORPORATION
ARTICLE ONE
OFFICES
The principal office of the Corporation in the State of Nevada
shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE TWO
SHAREHOLDERS
SECTION 1. Annual Meeting The annual meeting of the
shareholders shall be held on the first day in the month of
November in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction or such other business as
may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held
on the next business day. If the election of Directors shall
not be held on the day designated herein for any annual
meeting of the shareholders, or at any adjournment thereof the
Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as soon
as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at file request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Nevada, unless otherwise prescribed by statute, as the place
of meeting for any annual meeting or for any special meeting.
A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without
die State of Nevada, unless otherwise prescribed by statute,
as the place for the holding of such meeting. if no
designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting, 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 unless otherwise prescribed by statute, 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. If mailed, snob
notice shall be deemed. to be delivered when deposited in the
United States mail, addressed to the shareholder at his/her
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record. For
the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case
fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding
such meeting. in lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to
the date on which. the particular action requiring such
determination of shareholders is to be taken if the stock
transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination
of shareholders. when a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to
any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge
of the stock transfer books for shares of the Corporation
shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or at any adjournment
thereof, arranged in alphabetical order, with the address of
and the number of shares held by each. Such list shall be
produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder
during the whole time of the meeting for die purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder by his/her duly authorized attorney-in-
fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled
to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by
such officer5 agent or proxy as the Bylaws of such corporation
may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares
held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name. Shares
standing in the name of a receiver may be voted by such
receiver, and the shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name, if authority to do so be contained in
an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred. into
the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred,
Shares of its own stock belonging to the Corporation shall not
be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding
shares at any given time.
SECTION 11. Informal Action By Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at
a meeting of the shareholders, may be taken without a meeting
if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof.
ARTCLE Ill
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be
responsible for the control and management of the affairs,
property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or
reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications, The number of
directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1). Each
director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been
elected and qualified.
SECTION 3. Regular Meeting. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide,
by resolution, the time and place for the holding of
additional regular meetings without notice other than such
resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President
or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place
for holding any special meeting of the Board of Directors
called by them,
SECTION 5. Notice. Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his
business address, or by telegram., if mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the notice be given to the telegraph company.
Any directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened,
SECTION 6. Quorum, A majority of the number of directors fixed
by Section 2 of this Article shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7, Telephonic Meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Action. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by
all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A
director elected to fill a vacancy shall be elected for the
unexpired term of his/her predecessor in office. Any
directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next
election of directors by the shareholders.
SECTION 11. Resignation. Any director may resign at any time
by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with or
without cause at anytime by the affirmative vote of
shareholders holding of record, in the aggregate, at least a
majority of the outstanding shares of stock of the
Corporation, at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation, By resolution of the Board of
Directors, each director may be paid for his/her expenses, if
any, of attendance at each meeting of the Board of Directors,
and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor,
SECTION 14. Contracts. No contract or other transaction
between this Corporation and any other corporation shall be
impaired, affected or invalidated, nor shall any director be
liable in any way by reason of the fact that one or more of
the directors of this Corporation is or are interested in, or
is a director or officer, or are directors or officers of such
other corporations, provided that such facts are disclosed or
made known to the Board of Directors, prior to their
authorizing such transaction. Any director, personally and
individually, may be a party to or may be interested in any
contract or transaction of this Corporation, and no directors
shall be liable in any way by reason of such interest,
provided that the fact of such interest be disclosed or made
known to the Board of Directors prior to their authorization
of such contract or transaction, and provided that the Board
of Directors shall authorize, approve or ratify such contract
or transaction by the vote (not counting the vote of any such
Director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in
determining the presence of a quorum at such meeting. This
Section shall not be construed to impair, invalidate or in any
way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution
adopted by a majority of the entire Board, may from time to
time designate from among its members an executive committee
and such other committees, and alternate members thereof, as
they may deem desirable, with such powers and authority (to
the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of
the Board
SECTION 16. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate mailer is taken
shall be presumed to have assented to the action taken unless
his/her dissent shall be entered into the minutes of the
meeting or unless he/she shall file written dissent to such
action with the person acting as the Secretary of the meeting
before the adjournment thereof; or shall forward such dissent
by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of
such action.
ARTICLE IV
OFFICERS
SECTION ONE. Number. The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary, and a
Treasurer5 each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held
by the same person. Officers may be directors or shareholders
of the Corporation
SECTION 2. Election and Term of Office, The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Each officer shall
hold office until his/her successor shall have been duly
elected and shall have qualified, or until his/her death, or
until he/she can resign or shall have been removed in the
manner hereinafter provided
SECTION 3. Resignation. Any officer may resign at any time by
giving written notice of such resignation to the Board of
Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and the
acceptance of such resignation shall not be necessary to make
it effective,
SECTION 4. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the create contract rights, and such appointment shall
be terminable at will.
SECTION 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION 6. President. The President shall be the principal
executive officer of the Corporation and, subject to the
control of the Board of Directors, shall in general supervise
and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where die
signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the President or
in event of his/her death, inability or refusal to act, the
Vice President shall perform 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 President
shall perform such other duties as from time to time may be
assigned by the President or by the Board of Directors. If
there is more than one Vice President, each Vice President
shall succeed to the duties of the President in order of rank
as determined by the Board of Directors, if no such rank has
been determined, then each Vice President shall succeed to the
duties of the President in order of date of election, the
earliest date having first rank,
SECTION 8. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the
Board of Directors in one or more minute book provided for
that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the corporate records and of the
seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the president certificates for
shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to
the office of the Secretary and such other duties as from time
to time may be assigned by the President or by the Board of
Directors.
SECTION 9. Treasurer. The Treasurer shall; (a) have charge and
custody of and be responsible for all bonds and securities of
the Corporation; (b) receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of
these Bylaws; and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or
by the Board of Directors.
SECTION 10. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by
reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors
shall so require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, finds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations. Whenever
the Corporation is the holder of shares of stock of any other
corporation, any right of power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President or such
other person as the Board of directors may authorize.
ARTICLE V
INDEMNJTY
The Corporation shall indemnify its directors, officers and
employees as follows:
Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against all expenses and
liabilities, including legal fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to
which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been 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 the Corporation, partnership,
joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or
agent at the time such expenses are incurred, except in such
cases wherein the director, officer, employee or agent is
adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her ditties; provided that in the event of
a settlement the indemnification herein shall apply only when
the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is
or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings
which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined
to specific instances,
SECTION 3. Checks, Drafts, etc. All checks drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such a form as shall be
determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary or by such
other officers authorized by law and by the Board of Directors
to do so, and sealed with the corporate seal All certificates
for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled
arid no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and canceled, except that in the case of a lost,
destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by his/her
legal representative, who shall furnish proper evidence: of
authority to transfer, or by his/her attorney thereunto
authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all
purposes. Provided, however, that upon any action undertaken
by the shareholders to elect S Corporation status pursuant to
Section 1362 of the Internal Revenue Code and upon any
shareholders' agreement thereto restricting the transfer of
said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the
Bylaws so long as said agreement is in force arid effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December of
each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law
and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the state of incorporation and the
words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles. of Incorporation or under the
provisions of the applicable Business Corporation Act, a
waiver thereof in 'writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 8 day of
September, 1999.
