Securities and Exchange Commission
Washington, D. C. 20549
---------------
Form 10-SB
--------------
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BINGHAM CANYON CORPORATION
(Name of registrant in its charter)
NEVADA 51-0292843
(State of incorporation) (I.R.S. Employer Identification No.)
3353 South Main
Suite 584
Salt Lake City, Utah 84115
(801) 323-2395
(Address and telephone number of principal executive offices
and principal place of business)
----------------
Securities registered pursuant to Section 12(b) of the
Act:
None
----------------
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
PART I
Item 1: Description of Business.............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation...........6
Item 3: Description of Property.............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management......6
Item 5: Directors, Executive Officers, Promoters and Control Persons........7
Item 6: Executive Compensation..............................................7
Item 7: Certain Relationships and Related Transactions......................8
Item 8: Description of Securities...........................................8
PART II
Item 1: Market Price for Common Equity and Related Stockholder Matters......8
Item 2: Legal Proceedings...................................................8
Item 3: Changes in and Disagreements with Accountants.......................8
Item 4: Recent Sales of Unregistered Securities.............................9
Item 5: Indemnification of Directors and Officers...........................9
PART F/S
Index to Financial Statements...............................................9
PART III
Item 1: Index to and Description of Exhibits...............................10
2
<PAGE>
FORWARD LOOKING STATEMENTS
In this registration statement references to "Bingham Canyon," "we,"
"us," and "our" refer to Bingham Canyon Corporation
This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within Bingham Canyon's control. These
factors include but are not limited to economic conditions generally and in the
industries in which Bingham Canyon may participate; competition within Bingham
Canyon's chosen industry, including competition from much larger competitors;
technological advances and failure by Bingham Canyon to successfully develop
business relationships.
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
On August 19, 1998, Bingham Canyon Corporation was incorporated in the
state of Nevada. Bingham Canyon merged with Bingham Canyon Corporation, a
Delaware corporation, on August 26, 1999. Bingham Delaware merged with Bingham
Nevada solely to change its domicile from Delaware to Nevada. Bingham Delaware
had no commercial operations at that time and was the subsidiary of VIP
Worldnet, Inc., a Nevada corporation.
We are a development stage company and have suffered losses since our
inception. Our independent auditors have expressed doubt that we can continue as
a going concern unless we obtain financing. We have voluntarily filed this
registration statement to become a reporting company.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire
an interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, or plan to acquire additional assets through
issuance of securities rather than for cash will be potential merger or
acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
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Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be
made upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that the
historical operations of a specific business opportunity may not necessarily be
indicative of the potential for the future because of the possible need to shift
marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. We
will be dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for the
implementation of, required changes.
Our management will analyze the business opportunities, however, none
of our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant to
assist in the investigation and selection of business opportunities. Since our
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors. We have not
established the criteria to be used in selecting such consultants or advisors,
the service to be provided, the term of service, or the total amount of fees
that may be paid. However, because of our limited resources, it is likely that
any such fee we agree to pay would be paid in stock and not in cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional
4
<PAGE>
assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and analysis
of such business opportunities will be extremely difficult and complex.
Potential investors must recognize that, because of our limited capital
available for investigation and management's limited experience in business
analysis, we may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. We may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. We may be required to merge, consolidate or reorganize with other
corporations or forms of business organization. In addition, our present
management and stockholders most likely will not have control of a majority of
our voting shares following a merger or reorganization transaction. As part of
such a transaction, our existing directors may resign and new directors may be
appointed without any vote by our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have significantly
greater experience, resources and managerial capabilities than we do and will be
in a better position than we are to obtain access to attractive business
opportunities. We also will experience competition from other public "blind
pool" companies, many of which may have more funds available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a need
to engage any full-time employees so long as we are seeking and evaluating
business opportunities. We will determine the need for employees based upon the
specific business opportunity.
Reports to Security Holders
Bingham Canyon has voluntarily elected to file this Form 10-SB
registration statement in order to become a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the
effective date of this registration statement, we will be required to comply
with the reporting requirements of the Exchange Act. We will file annual,
quarterly and other reports with the Securities and Exchange Commission ("SEC").
We also will be subject to the proxy solicitation requirements of the Exchange
Act and, accordingly, will furnish an annual report with audited financial
statements to our stockholders.
Available Information
Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation of
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the Public Reference Room by calling the SEC at 1-800-SEC-0300. Copies of this
material also should be available through the Internet by using the SEC's EDGAR
Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We have no assets and have experienced losses from inception. For the
eight month period ended August 31, 2000, we had no cash on hand and total
current liabilities of $27,000. The $27,000 note payable is owed to Mutual
Ventures Corporation for accounting and legal fees incurred during the year
ended 2000 and paid on our behalf by Mutual Ventures. We have no commitments for
capital expenditures for the next twelve months.
As of the date of this Form 10-SB, we have yet to generate positive
cash flow. Since inception, we have primarily financed our operations through
the sale of our common stock and we believe that our current cash needs can be
met by loans from our directors, officers and shareholders for at least the next
twelve months. However, if we obtain a business opportunity, it may be necessary
to raise additional capital. This may be accomplished by selling our common
stock.
Our management intends to actively seek business opportunities during
the next twelve months.
ITEM 3: DESCRIPTION OF PROPERTIES
We do not currently own or lease any property. We utilize office space
in the office of one of our shareholders at no cost. Until we pursue a viable
business opportunity and recognize income, we will not seek independent office
space.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock of each person or group known by us to own beneficially
more than 5% of our outstanding common stock and ownership of our management.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. Except
as indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based on
17,000,000 shares of common stock outstanding as of September 1, 2000.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
VIP Worldnet, Inc. 15,010,450* 88.3%
154 E. Ford Avenue
Salt Lake City, Utah 84115
* VIP Worldnet, Inc. holds 15,000,000 shares and its president and
director, Joanne Clinger, beneficially
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owns 10,450 shares.
MANAGEMENT
Common Stock Beneficially Owned
Name and Address of Number of Shares
Beneficial Owners Common Stock Percentage of Class
John W. Peters 200* **
476 East South Temple, Suite 440
Salt Lake City, Utah 84111
* Includes 200 shares held by spouse.
** Less than 1%
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages,
positions and term of office are set forth below. Biographical information for
each of those persons is also presented below. Our bylaws require at least one
director and up to nine directors who serve for a term of one year and our
executive officers are chosen by our Board of Directors and serve at its
discretion. There are no existing family relationships between or among any of
our executive officers or directors.
<TABLE>
<CAPTION>
Name Age Position Held Director or Officer Since
---- --- ------------- -------------------------
<S> <C> <C> <C>
Brett Mayer 28 President and Director June 30, 2000
John W. Peters 48 Secretary/Treasurer and Director July 19, 1999
</TABLE>
Brett Mayer. From January 1995 to the present Mr. Mayer has been an
account executive for Universal Business Insurance primarily marketing and
selling insurance policies. He received a bachelors degree in economics from the
University of Utah.
John Peters. Since July 1999 Mr. Peters has been the manager of
Development Specialties, Inc. a property management company. Since 1995 to the
present he has been President and Chairman of the Board of Earth Products and
Technologies, Inc, a reporting company. From 1993 to 1995 he was employed as
Earth Products' operations manager. He also is a Director of Skinovation
Pharmaceutical, Inc. a reporting company. Prior business experience includes
President and executive officer of Certified Environmental Laboratories, Inc.
and Vice President of Sales and Marketing for Comco Communications Corp. in
California. Mr. Peters studied business administration at Long Beach Community
College and California Polytechnic State University in San Louis Obispo,
California.
ITEM 6: EXECUTIVE COMPENSATION
Our named executive officers have not received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We have
not entered into employment contracts with our executive officers and their
compensation, if any, will be determined at the discretion of our Board of
Directors.
7
<PAGE>
Compensation of Directors
We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.
Parent Company
VIP Worldnet, Inc. is our parent company and beneficially owns
15,010,450 shares of our common stock. Such shares represent 88.3% of our issued
and outstanding shares.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 100,000,000 shares of common stock, par
value $.001, of which 17,000,000 are outstanding as of September 1, 2000. All
shares of common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock entitles the holder
thereof (i) to one non- cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders, (ii) to participate equally and
to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional shares
of common stock or any other securities.
PART II
ITEM 1: MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We do not have an established public trading market. We have
approximately 84 stockholders of record with 15,011,050 restricted shares, as
that term is defined in Rule 144, and 1,988,950 free trading shares. We do not
have any outstanding options or warrants to purchase our common shares. We have
not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of
the date of this filing.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
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ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
On August 18, 1998, we issued an aggregate of 100 shares to our
founding officers and directors. We sold 50 shares each to Matthew McLelland and
April Marino for $1.00 each. These shares were subsequently canceled and
returned to the corporate treasury. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 4(2) as a
private transaction not involving a public distribution.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of present
and former directors and officers and each person who serves at our request as
our officer or director. Indemnification for a director is mandatory and
indemnification for an officer, agent or employee is permissive. We will
indemnify such individuals against all costs, expenses and liabilities incurred
in a threatened, pending or completed action, suit or proceeding brought because
such individual is our director or officer. Such individual must have conducted
himself in good faith and reasonably believed that his conduct was in, or not
opposed to, our best interest. In a criminal action he must not have had a
reasonable cause to believe his conduct was unlawful. This right of
indemnification shall not be exclusive of other rights the individual is
entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his
negligence or wilful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action is
limited to reasonable expenses incurred in connection with the proceeding. Also,
we are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that directors may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if he
is judged not to have met the standard of conduct.
PART F/S
INDEX TO FINANCIAL STATEMENTS
Bingham Canyon Corporation Financial Statements for August 31, 2000,
December 31, 1999 and 1998.
Auditors report F-1
Balance sheet F-2
Statement of operations F-3
Statement of stockholder's equity F-4
Statement of cash flows F-5
Notes F-6
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Smith
&
Company
A Professional Corporation of Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Bingham Canyon Corporation
(A Development Stage Company)
We have audited the accompanying balance sheets of Bingham Canyon Corporation (a
development stage company) as of August 31, 2000, December 31, 1999 and 1998,
and the related statements of operations, changes in stockholders' equity
(deficit), and cash flows for the periods ended August 31, 2000, December 31,
1999, and 1998, and for the period of February 27, 1986 (date of inception) to
August 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bingham Canyon Corporation (a
development stage company) as of August 31, 2000, December 31, 1999, and 1998,
and the results of its operations, changes in stockholders' equity (deficit),
and its cash flows for the periods ended August 31, 2000, December 31, 1999, and
1998, and for the period of February 27, 1986 (date of inception) to August 31,
2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has at August 31, 2000 a retained deficit of $44,000. The Company
has suffered losses from operations and has a substantial need for working
capital. This raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 2
to the financial statements. The accompanying financial statements do not
include any adjustments that may result from the outcome of this uncertainty.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
September 7, 2000
10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants
o Utah Association of Certified Public Accountants
F-1
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
August 31, December 31,
2000 1999 1998
------------- -------------- -------------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Cash in bank $ 0 $ 0 $ 0
------------- -------------- -------------
$ 0 $ 0 $ 0
============= ============== =============
LIABILITIES & EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related party (Note 4) $ 27,000 $ 27,000 $ 0
------------- -------------- -------------
TOTAL CURRENT LIABILITIES 27,000 27,000 0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding 17,000,000 shares 17,000 17,000 17,000
Deficit accumulated during
the development stage (44,000) (44,000) (17,000)
------------- -------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (27,000) (27,000) 0
------------- -------------- -------------
$ 0 $ 0 $ 0
============= ============== =============
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period 2/27/86
ended Year ended (Date of
August 31, December 31, inception) to
2000 1999 1998 8/31/2000
-------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
GROSS PROFIT 0 0 0 0
General & administrative expenses 0 27,000 0 44,000
-------------- ------------- ------------- -----------------
NET LOSS $ 0 $ (27,000) $ 0 $ (44,000)
============== ============= ============= =================
Net income (loss) per weighted
average share $ .000 $ (.002) $ .000
============== ============= =============
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 17,000,000 17,000,000 17,000,000
============== ============= =============
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
Par Value $0.001 Development
Shares Amount Stage
------------- ------------- -----------------
<S> <C> <C> <C>
Balances at 2/27/86 (Date of inception) 0 $ 0 $ 0
Issuance of common stock (restricted)
at $.001 per share at 4/24/86 17,000,000 17,000
Net loss for period (3,400)
------------- ------------- -----------------
Balances at 12/31/86 17,000,000 17,000 (3,400)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/87 17,000,000 17,000 (6,800)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/88 17,000,000 17,000 (10,200)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/89 17,000,000 17,000 (13,600)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/90 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/91 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/92 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/93 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/94 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/95 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/96 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/97 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/98 17,000,000 17,000 (17,000)
Net loss for year (27,000)
------------- ------------- -----------------
Balances at 12/31/99 17,000,000 17,000 (44,000)
Net income for period 0
------------- ------------- -----------------
Balances at 8/31/00 17,000,000 $ 17,000 $ (44,000)
============= ============= =================
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period 2/27/86
ended Year ended (Date of
August 31, December 31, inception) to
2000 1999 1998 8/31/2000
-------------- ------------- ------------- -----------------
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $ 0 $ (27,000) $ 0 $ (44,000)
Adjustments to reconcile net income
(loss) to cash used by operating
activities:
Amortization 0 0 0 17,000
Accounts payable - related party 0 27,000 0 27,000
-------------- ------------- ------------- -----------------
NET CASH USED BY
OPERATING ACTIVITIES 0 0 0 0
INVESTING ACTIVITIES
Organization costs 0 0 0 (17,000)
-------------- ------------- ------------- -----------------
NET CASH REQUIRED BY
INVESTING ACTIVITIES 0 0 0 (17,000)
FINANCING ACTIVITIES
Proceeds from sale of
common stock 0 0 0 17,000
-------------- ------------- ------------- -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 17,000
-------------- ------------- ------------- -----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 0 0 0 0
Cash and cash equivalents at beginning
of period 0 0 0 0
-------------- ------------- ------------- -----------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 0 $ 0 $ 0
============== ============= ============= =================
</TABLE>
See Notes to Financial Statements.
F-5
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000, December 31, 1999, and 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a. Organization & Consolidation Policy
Bingham Canyon Corporation (the Company), a Nevada
corporation, was incorporated on August 19, 1998. On
August 26, 1999, the Company merged with Bingham Canyon
Corporation, a Delaware corporation ("Bingham Delaware").
The Company is the surviving corporation.
Bingham Delaware was Incorporated as Hystar Aerospace
Marketing Corporation of Delaware on February 27, 1986 to
lease, sell, and market airships and the Burkett Mill, a
waste milling device, which rights were acquired from VIP
Worldnet, Inc., initially the only shareholder. The
technology to further develop the airship and the mill by
the parent company proved to be prohibitive, and shortly
after the acquisition of the marketing rights further
activity ceased. Bingham Delaware has been inactive since
that date.
The merger was recorded under the pooling of interests
method of accounting. Each share of the Company remained
outstanding as one fully paid and non-assessable share of
capital stock of the surviving corporation.
The accompanying financial statements present the
financial condition and results of operations of Bingham
Delaware from its inception through the merger date and
of the surviving entity, the Company, as of the merger
date.
b. Recognition of Revenue
The Company recognizes income and expense on the accrual
basis of accounting.
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common
stock is based on the weighted average number of shares
outstanding at the date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
maturities of three months or less to be cash
equivalents.
e. Provision for Income Taxes
The Company records the income tax effect of transactions
in the same year that the transactions enter into the
determination of income, regardless of when the
transactions are recognized for tax purposes. Tax credits
are recorded in the year realized. Since the Company has
not yet realized income as of the date of this report, no
provision for income taxes has been made.
In February, 1992, the Financial Accounting Standards
Board adopted Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, which supersedes
substantially all existing authoritative literature for
accounting for income taxes and requires deferred tax
balances to be adjusted to reflect the tax rates in
effect when those amounts are expected to become payable
or refundable. The Statement was applied in the Company's
financial statements for the fiscal year commencing
January 1, 1993.
No provision for income taxes have been recorded due to
net operating loss carryforwards totaling approximately
$44,000 that will be offset against future taxable
income. These NOL carryforwards begin to expire in the
year 2001. No tax benefit has been reported in the
financial statements because the Company believes there
is a 50% or greater chance the carryforwards will expire
unused.
F-6
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2000, December 31, 1999, and 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
f. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statement and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
g. Dividend Policy
The Company has not yet adopted any policy regarding
payment of dividends.
h. Organization Costs
The Company amortized its organization costs over a five
year period.
NOTE 2: GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has no assets
and has had recurring operating losses for the past several years and
is dependent upon financing to continue operations. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to find an
operating company to merge with, thus creating necessary operating
revenue.
NOTE 3: CAPITALIZATION
In 1986, the Company issued 17,000,000 shares of common stock for the
marketing rights to a waste milling device. The value of this issuance
was $17,000.
NOTE 4: RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999, the Company incurred $27,000
of professional fees payable to Mutual Ventures Corp. An officer of the
Company is also an employee of Mutual Ventures Corp.
NOTE 5: DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and searching for a
business operation with which to merge, or assets to acquire, in order
to generate significant operations.
F-7
<PAGE>
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Location
<S> <C> <C>
3.1 Articles of Incorporation, dated August 19, 1998 See attached
3.2 Articles of Merger filed August 26, 1999 See attached
3.3 Bylaws of Bingham Canyon See attached
27 Financial Data Schedule See attached
</TABLE>
SIGNATURE
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, who is duly authorized.
Date__13 September 2000______ Bingham Canyon Corporation
By: __/s/__________________________
Brett Mayer, President and Director
10
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
BINGHAM CANYON CORPORATION
The undersigned, natural person of eighteen years or more of
age, acting as incorporator of a Corporation (the "Corporation") under the
Nevada Revised Statutes, adopts the following Articles of Incorporation for the
Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Bingham Canyon Corporation.
ARTICLE II
SHARES
The amount of the total authorized capital stock of the
Corporation is 100,000,000 shares of common stock, par value $.001 per share.
Each share of common stock shall have one (1) vote. Such stock may be issued
from time to time without any action by the stockholders for such consideration
as may be fixed from time to time by the Board of Directors, and shares so
issued, the full consideration for which has been paid or delivered, shall be
deemed the full paid up stock, and the holder of such shares shall not be liable
for any further payment thereof. Said stock shall not be subject to assessment
to pay the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.
The Corporation is authorized to issue 100,000,000 shares of
common stock, par value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
Corporation is 1025 Ridgeview, Suite 400, Reno, Nevada 89509 and the name of its
initial registered agent at such address is Michael J. Morrison.
11
<PAGE>
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
April Marino 5557 Willow Ln.
Murray, Utah 84107
ARTICLE V
DIRECTORS
The members of the governing board of the Corporation shall be
known as directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to less
than one (1). The name and post office address of the first board of directors,
which shall be two in number, are as follows:
NAME ADDRESS
April Marino 5557 Willow Ln.
Murray, UT 84107
Matthew McLelland 373 E. Brambleberry Ln
Draper, UT 84020
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority
to make and alter, or amend, the bylaws, to fix the amount in cash or otherwise,
to be reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine
whether, and to what extent, and at which times and places, and under what
conditions and regulations, the accounts and books of this Corporation, or any
of them, shall be open to inspection of the stockholders; and no stockholder
shall have the right to inspect any account, book or document of this
Corporation except as conferred by the Statutes of Nevada, or authorized by the
directors or any resolution of the stockholders.
12
<PAGE>
C. No sale, conveyance, transfer, exchange or other
disposition of all or substantially all of the property and assets of this
Corporation shall be made unless approved by the vote or written consent of the
stockholders entitled to exercise two-thirds (2/3) of the voting power of the
Corporation.
D. The stockholders and directors shall have the power to hold
their meetings, and keep the books, documents and papers of the Corporation
outside of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future
officer and director of the Corporation and each person who serves at the
request of the Corporation as an officer of director of the Corporation, whether
or not such person is also an officer or director of the Corporation, against
all costs, expenses and liabilities, including the amounts of judgements ,
amounts paid in compromise settlements and amounts paid for services of counsel
and other related expenses, which may be incurred by or imposed on him in
connection with any claim, action, suit, proceeding, investigation or inquiry
hereafter made, instituted or threatened in which he may be involved as a party
or otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the time
of the incurring or imposition of such costs, expenses, or liabilities, except
such costs, expenses or liabilities as shall relate to matters as to which he
shall in such action, suit or proceeding, be finally adjudged to be liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or director,
as to whether or not a director or officer was liable by reason of his
negligence or willful misconduct toward the Corporation or such other
Corporation in the performance of his duties as such officer or director, in the
absence of such final adjudication of the existence of such liability, the board
of directors and each officer and director may conclusively rely upon an opinion
of legal counsel selected by or in the manner designed by the board of directors
The foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit of the heirs, executors,
administrators and assigns of each officer or director.
The undersigned being the individual named in Article III,
above, as the initial registered agent of the Corporation, hereby consents to
such appointment.
---------------------------------------
The undersigned incorporator executed these Articles of
Incorporation, certifying that the facts herein stated are true this 12th day of
August, 1998.
13
<PAGE>
------------------------------------
April Marino
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
On this _12_ day of August, 1998, personally appeared before
me April Marino, personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is signed on the preceding
document, and acknowledged to me that she signed it voluntarily for its stated
purpose.
------------------------------------
NOTARY PUBLIC
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Bingham Canyon Corporation.
I, Michael Morrison with address at Suite 400, Street 1025 Ridgeview, City or
Reno, State of Nevada, 89509, hereby accept appointment as resident agent of the
above-named corporation in accordance with NRS 78.090.
________________ 1998. ________________________________________________
Signature of Resident Agent
14
<PAGE>
Exhibit 3.2
ARTICLES OF MERGER FOR
BINGHAM CANYON CORPORATION,
A NEVADA CORPORATION
Pursuant to the provisions of Section 78.458 of the Nevada
Revised Statutes, Bingham Canyon Corporation, a Nevada corporation ("Bingham
NV"), hereby adopts and files the following Articles of Merger as the surviving
corporation to the merger of Bingham Canyon Corporation, a Delaware corporation
("Bingham DE"), with and into Bingham NV:
FIRST: The name and place of incorporation of each
corporation which is a party to this merger is as follows:
Name Place of Incorporation
Bingham Canyon Corp. Nevada
Bingham Canyon Corp. Delaware
SECOND: The Agreement and Plan of Merger (the "Plan")
governing the merger between Bingham NV and Bingham DE, has been adopted by the
Board of Directors of the Bingham NV and Bingham DE.
THIRD: The approval of the shareholders of Bingham NV and
Bingham DE was required to effectuate the merger. The number of shares of stock
outstanding in each of the corporations (and the number of votes entitled to be
cast) as of the date of the adoption of the Plan was as follows:
Entity Type of Shares Number of Shares
------ -------------- -----------------
Outstanding
Bingham Canyon Corp. (Nevada) Common 100
Bingham Canyon Corp. (Delaware) Common 17,000,000
The number of shares of stock of each corporation which voted
for and against the Plan was as follows:
Entity Type of Shares For Against
------ -------------- --- -------
Bingham Canyon Corp.
(Nevada) Common 100 0
Bingham Canyon Corp.
(Delaware) Common 15,001,000 0
15
<PAGE>
FOURTH: The number of votes cast for the Plan by each voting
group entitled to vote was sufficient for approval of the merger by each such
voting group.
FIFTH: Following the merger there are no amendments to the
Articles of Incorporation of the surviving company.
SIXTH: The complete executed Plan is on file at the registered
office or other place of business of Bingham NV.
SEVENTH: A copy of the Plan will be furnished by Bingham NV,
on request and without cost, to any shareholder of either corporation
which is a party to the merger.
EIGHTH: The merger will be effective upon the filing of the
Articles of Merger.
DATED this 30th day of September, 1998.
BINGHAM CANYON CORPORATION, a Nevada corporation
By_______________________________________
April Marino, President
By________________________________________
Matthew McLelland, Secretary/Treasurer
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 30th day of September, 1998, personally appeared before
me April Marino and Matthew McLelland personally known to me or proved to me on
the basis of satisfactory evidence, and who, being by me duly sworn, did say
that they are the President and Secretary/Treasurer, respectivley, of Bingham
Canyon Corporation, a Nevada corporation and that said document was signed by
them on behalf of said corporation by authority of its bylaws, and said April
Marino and Matthew McLelland acknowledged to me that said corporation executed
the same.
16
<PAGE>
-------------------------------------------
NOTARY PUBLIC
BINGHAM CANYON CORPORATION., a Delaware Corporation
By_________________________________________
April Marino, President
By_________________________________________
Matthew McLelland, Secretary/Treasurer
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 30th day of September, 1998, personally appeared before
me April Marino and Matthew McLelland personally known to me or proved to me on
the basis of satisfactory evidence, and who, being by me duly sworn, did say
that they are the President and Secretary/Treasurer, respectively, of Bingham
Canyon Corporation, a Arkansas corporation and that said document was signed by
them on behalf of said corporation by authority of its bylaws, and said April
Marino and Matthew McLelland acknowledged to me that said corporation executed
the same.
-------------------------------------------
NOTARY PUBLIC
17
<PAGE>
Exhibit 3.3
BYLAWS
OF
BINGHAM CANYON CORPORATION
ARTICLE 1. OFFICES
1.1 Business Office. The principal office of the corporation
shall be located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. 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.
1.2 Registered Office. The registered office of the
corporation shall be located within the State of Nevada and may be, but need not
be, identical with the principal office. The address of the registered office
may be changed from time to time.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting. The annual meeting of the
shareholders shall be held on the 1st day of January in each year, beginning
with the year 2000 at the hour of 2:00 p.m., or at such other time on such other
day within such month as shall be fixed by the board of directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Nevada, such meeting shall be held on the next
succeeding business day.
2.2 Special Shareholder Meeting. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-fourth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
2.3 Place of Shareholder Meeting. The board of directors may
designate any place, either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made by either the directors or unanimous action
of the voting shareholders, the place of meeting shall be at 525 South 300 East,
Salt Lake City, Utah 84111.
2.4 Notice of Shareholder Meeting. Written notice stating the
date, time, and place of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the board
of directors, or other persons calling the meeting, to each shareholder of
record entitled to vote at such meeting and to any other shareholder entitled by
the Nevada Revised Statutes (the "Statutes") or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 3 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.
s:\dwj\70630
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<PAGE>
If any shareholder meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time and place, if the
new date, time and place is announced at the meeting before adjournment. But if
the adjournment is for more than 30 days or if a new record date for the
adjourned meeting is or must be fixed, then notice must be given pursuant to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.
2.5 Waiver of Notice. A shareholder may waive any notice
required by the Statutes, the articles of incorporation, or these bylaws, by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or
transacting business at the meeting because of lack of notice
or effective notice; and
(b) waives objection to consideration of a
particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is
presented.
2.6 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any
distribution, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken. If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders, the
record date for determination of such shareholders shall be at the close of
business on the day the first notice is delivered to shareholders. If no record
date is fixed by the board for the determination of shareholders entitled to
receive a distribution, the record date shall be the date the board authorizes
the distribution. With respect to actions taken in writing without a meeting,
the record date shall be the date the first shareholder signs the consent.
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 unless the board of
directors fixes a new record date which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
2.7 Shareholder List. After fixing a record date for a
shareholder meeting, the corporation shall prepare a list of the names of its
shareholders entitled to be given notice of the meeting. The shareholder list
must be available for inspection by any shareholder, beginning on the earlier of
10 days before the meeting for which the list was prepared or 2 business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, and any adjournment thereof. The list shall be
available at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting is to be held.
2.8 Shareholder Quorum and Voting Requirements.
------------------------------------------
2.8.1 Quorum. Except as otherwise required by the Statutes or
the articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a matter, other
than the election of directors, is approved if the votes cast favoring the
action exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.
s:\dwj\70630
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<PAGE>
2.8.2 Voting of Shares. Unless otherwise provided in the
articles of incorporation or these bylaws, each outstanding share, regardless of
class, is entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
2.9 Quorum and Voting requirements of Voting Groups. If the
articles of incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.
Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation or the Statutes
provide otherwise, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on that
matter.
If the articles of incorporation or the Statutes provide for
voting by two or more voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted separately. Action
may be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless the articles of incorporation or the Statutes require a greater number of
affirmative votes.
2.10 Greater Quorum or Voting Requirements. The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by these
bylaws. An amendment to the articles of incorporation that adds, changes, or
deletes a greater quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
2.11 Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. All proxies are revocable unless they meet specific requirements of
irrevocability set forth in the Statutes. The death or incapacity of a voter
does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.
2.12 Corporation's Acceptance of Votes.
---------------------------------
2.12.1 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the shareholder.
2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder if:
s:\dwj\70630
-20-
<PAGE>
(a) the shareholder is an entity as defined
in the Statutes and the name signed purports to be that of an
officer or agent of the entity;
(b) the name signed purports to be that of
an administrator, executor, guardian, or
conservatorrepresenting the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable
to the corporation has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment
revocation;
(c) the name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder and, if
the corporation requests, evidence of this status acceptable
to the corporation has been presented with respect to the
vote, consent, waiver, proxy appointment, or proxy appointment
revocation; or
(d) the name signed purports to be that of a
pledgee, beneficial owner, or attorney-in-fact of the
shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to
the vote, consent, waiver, proxy appointment or proxy
appointment revocation; or
(e) two or more persons are the shareholder
as co-tenants or fiduciaries and the name signed purports to
be the name of at least one of the co-owners and the person
signing appears to be acting on behalf of all co-tenants or
fiduciaries.
2.12.3 If shares are registered in the names of two or more
persons, whether fiduciaries, members of a partnership, co-tenants, husband and
wife as community property, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise, or if two or more persons (including
proxy holders) have the same fiduciary relationship respecting the same shares,
unless the secretary of the corporation or other officer or agent entitled to
tabulate votes is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect:
(a) if only one votes, such act binds all;
(b) if more than one votes, the act of the
majority so voting bind all;
(c) if more than one votes, but the vote is
evenly split on any particular matter, each fraction may vote
the securities in question proportionately.
If the instrument so filed or the registration of the shares
shows that any tenancy is held in unequal interests, a majority or even split
for the purpose of this Section shall be a majority or even split in interest.
2.12.4 The corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
2.12.5 The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection.
2.12.6 Corporate action based on the acceptance or rejection
of a vote, consent, waiver, proxy appointment or proxy appointment revocation
under this Section is valid unless a court of competent jurisdiction determines
otherwise.
s:\dwj\70630
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<PAGE>
2.13 Action by Shareholders Without a Meeting.
----------------------------------------
2.13.1 Written Consent. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shareholders entitled to vote with
respect to the subject matter thereof were present and voted. Action taken under
this Section has the same effect as action taken at a duly called and convened
meeting of shareholders and may be described as such in any document.
2.13.2 Post-Consent Notice. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by such approval to (i) those shareholders
entitled to vote who did not consent in writing, and (ii) those shareholders not
entitled to vote. Any such notice must be accompanied by the same material that
is required under the Statutes to be sent in a notice of meeting at which the
proposed action would have been submitted to the shareholders for action.
2.13.3 Effective Date and Revocation of Consents. No action
taken pursuant to this Section shall be effective unless all written consents
necessary to support the action are received by the corporation within a
sixty-day period and not revoked. Such action is effective as of the date the
last written consent is received necessary to effect the action, unless all of
the written consents specify an earlier or later date as the effective date of
the action. Any shareholder giving a written consent pursuant to this Section
may revoke the consent by a signed writing describing the action and stating
that the consent is revoked, provided that such writing is received by the
corporation prior to the effective date of the action.
2.13.4 Unanimous Consent for Election of Directors.
Notwithstanding subsection (a), directors may not be elected by written consent
unless such consent is unanimous by all shares entitled to vote for the election
of directors.
2.14 Voting for Directors. Unless otherwise provided in the
articles of incorporation, every shareholder entitled to vote for the election
of directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right to
vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority, and the business
and affairs of the corporation shall be managed under the direction, of the
board of directors.
3.2 Number, Tenure and Qualification of Directions. The
authorized number of directors shall be two (2); provided, however, that if the
corporation has less than two shareholders entitled to vote for the election of
directors, the board of directors may consist of a number of individuals equal
to or greater than the number of those shareholders. The current number of
directors shall be within the limit specified above, as determined (or as
amended form time to time) by a resolution adopted by either the shareholders or
the directors. Each director shall hold office until the next annual meeting of
shareholders or until the director's earlier death, resignation, or removal.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified, or until there is a decrease in the
number of directors. Directors do not need to be residents of Nevada or
shareholders of the corporation.
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3.3 Regular Meetings of the Board of Directors. 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, for the purpose of appointing officers and transacting such other
business as may come before the meeting. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
3.4 Special Meetings of the Board of Directors. Special
meetings of the board of directors may be called by or at the request of the
president or any director. The person authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors.
3.5 Notice of, and Waiver of Notice for, Special Director
Meeting. Unless the articles of incorporation provide for a longer or shorter
period, notice of the date, time, and place of any special director meeting
shall be given at least two days previously thereto either orally or in writing.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing and signed by the director entitled to
the notice. 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 and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
3.6 Director Quorum and Voting.
--------------------------
3.6.1 Quorum. A majority of the number of directors prescribed
by resolution shall constitute a quorum for the transaction of business at any
meeting of the board of directors unless the articles of incorporation require a
greater percentage.
Unless the articles of incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
A director who is present at a meeting of the board of
directors or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless: (1) the director
objects at the beginning of the meeting (or promptly upon his arrival) to
holding or transacting business at the meeting and does not thereafter vote for
or assent to any action taken at the meeting; and (2) the director
contemporaneously requests his dissent or abstention as to any specific action
be entered in the minutes of the meeting; or (3) the director causes written
notice of his dissent or abstention as to any specific action be received by the
presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action taken.
3.7 Director Action Without a Meeting. Any action required or
permitted to be taken by the board of directors at a meeting may be taken
without a meeting if all the directors consent to such action in writing. Action
taken by consent is effective when the last director signs the consent, unless,
prior to such time, any director has revoked a consent by a signed writing
received by the corporation, or unless the consent specifies a different
effective date. A signed consent has the effect of a meeting vote and may be
described as such in any document.
3.8 Resignation of Directors. A director may resign at any
time by giving a written notice of resignation to the corporation. Such
resignation is effective when the notice is received by the corporation, unless
the notice specifies a later effective date.
3.9 Removal of Directors. The shareholders may remove one or
more directors at a meeting called for that purpose if notice has been given
that a purpose of the meeting is such removal. The removal may be
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with or without cause unless the articles of incorporation provide that
directors may only be removed with cause. If a director is elected by a voting
group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him. A director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.
3.10 Board of Director Vacancies. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:
(a) the board of directors may fill the
vacancy; or
(b) if the board of directors remaining in
office constitute fewer than a quorum of the board, they may
fill the vacancy by the affirmative vote of a majority of all
the directors remaining in office.
If the vacant office was held by a director elected by a
voting group of shareholders:
(a) if there are one or more directors
elected by the same voting group, only such directors are
entitled to vote to fill the vacancy if it is filled by the
directors; and
(b) only the holders of shares of that
voting group are entitled to vote to fill the vacancy if it is
filled by the shareholders.
A vacancy that will occur at a specific later date (by reason
of a resignation effective at a later date) may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.
3.11 Director Compensation. By resolution of the board of
directors, each director may be paid his 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.
3.12 Director Committees.
-------------------
3.12.1 Creation of Committees. Unless the article sof
incorporation provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them. Each
committee must have one or more members, who shall serve at the pleasure of the
board of directors.
3.12.2 Selection of Members. The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such action.
3.12.3 Required Procedures. Those Sections of this Article 3
which govern meetings, actions without meetings, notice and waiver of notice,
quorum and voting requirements of the board of directors, apply to committees
and their members.
3.12.4 Authority. Unless limited by the articles of
incorporation, each committee may exercise those aspects of the authority of the
board of directors which the board of directors confers upon such committee in
the resolution creating the committee. Provided, however, a committee may not:
(a) authorize distributions;
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(b) approve or propose to shareholders
action that the Statutes require be approved by shareholders;
(c) fill vacancies on the board of directors
or on any of its committees;
(d) amend the articles of incorporation
pursuant to the authority of directors to do so;
(e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring
shareholder approval;
(g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by
the board of directors; or
(h) authorize or approve the issuance or
sale or contract for sale of shares or determine the
designation and relative rights, preference,s and limitations
of a class or series of shares, except that the board of
directors may authorize a committee (or an officer) to do so
within limits specifically prescribed by the board of
directors.
ARTICLE 4. OFFICERS
4.1 Number of Officers. The officers of the corporation shall
be a president, a secretary and a treasurer, each of whom shall be appointed by
the board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may also be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. If no term is specified, they shall hold
office until the first meeting of the directors held after the next annual
meeting of shareholders. If the appointment of officers shall not be made at
such meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor shall have been
duly appointed and shall have qualified until his death, or until he shall
resign or is removed.
The designation of a specified term does not grant to the
officer any contract rights, and the board may remove the officer at any time
prior to the termination of such term.
4.3 Removal of Officers. Any officer or agent may be removed
by the board of directors at any time, with or without cause. Such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
4.4 Resignation of Officers. Any officer may resign at any
time, subject to any rights or obligations under any existing contracts between
the officers and the corporation, by giving notice to the president or board of
directors. An officer's resignation shall take effect at the time specified
therein, and the acceptance of such resignation shall not be necessary to make
it effective.
4.5 President. Unless the board of directors has designated
the chairman of the board as chief executive officer, the president shall be the
chief 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. Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds,
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mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board f 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.
4.6 Vice Presidents. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designate at the time of their election, or in the
absence of any designation, then in the order of their appointment) 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.
4.7 Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders, the board of directors, and any committees
of the board in one or more books 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; (d) when requested
or required, authenticate any records of the corporation; (e) keep a register of
the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the corporation; and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to the
supervision of the secretary.
4.8 Treasurer. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositaries as shall be
selected by the board of directors; 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 by the president or by the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his or her duties in such sum and with such surety or sureties as
the board of directors shall determine. Assistant treasurers, if any, shall have
the same powers and duties, subject to the supervision of the treasurer.
4.9 Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS, AND EMPLOYEES
5.1 Indemnification of Directors. Unless otherwise provided in
the articles of incorporation, the corporation shall indemnify any individual
made a party to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as such
are defined in subsection (a) of this Section 5.1.
5.1.1 Determination of Authorization. The corporation shall
not indemnify a director under this Section unless:
(a) a determination has been made in
accordance with the procedures set forth in the Statutes that
the director met the standard of conduct set forth in
subsection (b) below, and
(b) payment has been authorized in
accordance with the procedures set forth in the Statutes based
on a conclusion that the expenses are reasonable, the
corporation has the financial ability to make the payment, and
the financial resources of the corporation should be devoted
to this use rather than some other use by the corporation.
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5.1.2 Standard of Conduct. The individual shall demonstrate
that:
(a) he or she conducted himself in good
faith; and
(b) he or she reasonably believed:
(i) in the case of conduct
in his official capacity with the
corporation, that his conduct was in its
best interests;
(ii) in all other cases,
that his conduct was at least not opposed to
its best interests; and
(iii) in the case of any
criminal proceeding, he or she had no
reasonable cause to believe his conduct was
unlawful.
5.1.3 Indemnification in Derivative Actions Limited.
Indemnification permitted under this Section in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
5.1.4 Limitation on Indemnification. The corporation shall not
indemnify a director under this Section of Article 5:
(a) in connection with a proceeding by or in
the right of the corporation in which the director was
adjudged liable to the corporation; or
(b) in connection with any other proceeding
charging improper personal benefit to the director, whether or
not involving action in his or her official capacity, in which
he or she was adjudged liable on the basis that personal
benefit was improperly received by the director.
5.2 Advance of Expenses for Directors. If a determination is
made following the procedures of the Statutes, that the director has met the
following requirements, and if an authorization of payment is made following the
procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:
(a) the director furnishes the corporation a
written affirmation of his good faith belief that he has met
the standard of conduct described in this section;
(b) the director furnishes the corporation a
written undertaking, executed personally or on his behalf, to
repay the advance if it is ultimately determined that he did
not meet the standard of conduct;
(c) a determination is made that the facts
then known to those making the determination would not
preclude indemnification under this Section or the Statutes.
5.3 Indemnification of Officers, Agents and Employees Who Are
Not Directors. Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer, employee,
or agent of the corporation, who is not a director of the corporation, to the
same extent as to a director, or to any greater extent consistent with public
policy, as determined by the general or specific actions of the board of
directors.
5.4 Insurance. By action of the board of directors,
notwithstanding any interest of the directors in such action, the corporation
may purchase and maintain insurance on behalf of a person who is or was a
director,
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officer, employee, fiduciary or agent of the corporation, against any liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have the power to indemnify such person
under the applicable provisions of the Statutes.
ARTICLE 6. STOCK
6.1 Issuance of Shares. The issuance or sale by the
corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, unless otherwise provided by statute. The board of directors may
authorize the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts or arrangements for services to be
performed, or other securities of the corporation. Shares shall be issued for
such consideration expressed in dollars as shall be fixed from time to time by
the board of directors.
6.2 Certificates for Shares.
-----------------------
6.2.1 Content. Certificates representing shares of the
corporation shall at minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the State of Nevada; the
name of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents; and be in such
form as determined by the board of directors. Such certificates shall be signed
(either manually or by facsimile) by the president or a vice president and by
the secretary or an assistant secretary and may be sealed with a corporate seal
or a facsimile thereof. Each certificate for shares shall be consecutively
numbered or otherwise identified.
6.2.2 Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences and limitations applicable
to each class and the variations in rights, preferences and limitations
determined for each series (and the authority of the board of directors to
determine variations for future series) must be summarized on the front or back
of each certificate. Alternatively, each certificate may state conspicuously on
its front or back that the corporation will furnish the shareholder this
information on request in writing and without charge.
6.2.3 Shareholder List. 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.
6.2.4 Transferring Shares. All certificates surrendered to the
corporation for transfer shall be canceled and 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 cash 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.
6.3 Shares Without Certificates.
---------------------------
6.3.1 Issuing Shares Without Certificates. Unless the articles
of incorporation provide otherwise, the board of directors may authorize the
issue of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.
6.3.2 Information Statement Required. Within a reasonable time
after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing, at a minimum, the
information required by the Statutes.
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6.4 Registration of the Transfer of Shares. Registration of
the transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation. In order to register a transfer, the record
owner shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand in the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
6.5 Restrictions on Transfer or Registration of Shares. The
board of directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.
A restriction on the transfer or registration of transfer of
shares may be authorized:
(a) to maintain the corporation's status
when it is dependent on the number or identity of its
shareholders;
(b) to preserve entitlements, benefits or
exemptions under federal or local laws; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of
shares may:
(a) obligate the shareholder first to offer
the corporation or other persons (separately, consecutively or
simultaneously) an opportunity to acquire the restricted
shares;
(b) obligate the corporation or other
persons (separately, consecutively or simultaneously) to
acquire the restricted shares;
(c) require as a condition to such transfer
or registration, that any one or more persons, including the
holders of any of its shares, approve the transfer or
registration if the requirement is not manifestly
unreasonable; or
(d) prohibit the transfer or the
registration of transfer of the restricted shares to
designated persons or classes of persons, if the prohibition
is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.
6.6 Corporation's Acquisition of Shares. The corporation may
acquire its own shares and the shares so acquired constitute authorized but
unissued shares.
If the articles of incorporation prohibit the reissue of
acquired shares, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the articles of incorporation,
which amendment may be adopted by the shareholders or the board of directors
without shareholder action. The articles of amendment must be delivered to the
Secretary of State and must set forth:
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(a) the name of the corporation;
(b) the reduction in the number of
authorized shares, itemized by class and series;
(c) the total number of authorized shares,
itemized by class and series, remaining after reduction of the
shares; and
(d) a statement that the amendment was
adopted by the board of directors without shareholder action
and that shareholder action was not required.
ARTICLE 7. DISTRIBUTIONS
7.1 Distributions to Shareholders. The board of directors may
authorize, and the corporation may make, distributions to the shareholders of
the corporation subject to any restrictions in the corporation's articles of
incorporation and in the Statutes.
7.2 Unclaimed Distributions. If the corporation has mailed
three successive distributions to a shareholder at the shareholder's address as
shown on the corporation's current record of shareholders and the distributions
have been returned as undeliverable, no further attempt to deliver distributions
to the shareholder need be made until another address for the shareholder is
made known to the corporation, at which time all distributions accumulated by
reason of this Section, except as otherwise provided by law, be mailed to the
shareholder at such other address.
ARTICLE 8. MISCELLANEOUS
8.1 Inspection of Records by Shareholders and Directors. A
shareholder or director of a corporation is entitled to inspect and copy, during
regular business hours at the corporation's principal office, any of the records
of the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy. The scope of such inspection right shall be as provided under
the Statutes.
8.2 Corporate Seal. The board of directors may provide a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the corporation, the state of incorporation,
and the words "Corporate Seal."
8.3 Amendments. The corporation's board of directors may amend
or repeal the corporation's bylaws at any time unless:
(a) the articles of incorporation or the
Statutes reserve this power exclusively to the shareholders in
whole or part; or
(b) the shareholders in adopting, amending,
or repealing a particular bylaw provide expressly that the
board of directors may not amend or repeal that bylaw; or
(c) the bylaw either establishes, amends, or
deletes, a greater shareholder quorum or voting requirement.
Any amendment which changes the voting or quorum requirement
for the board must meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirements then in effect or proposed to be adopted, whichever are greater.
8.4 Fiscal Year. The fiscal year of the corporation shall be
established by the board of directors.
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DATED this _12_ day of August, 1998.
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Secretary
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