SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-9410
SPM GROUP, INC.
(Name of small business issuer in its charter)
Colorado 83-0233011
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5882 South 900 East, Suite 202, Salt Lake City, Utah 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 801-269-9500
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
No par value Common Stock
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
The issuer's revenue for its most recent fiscal year was: $ -0-
The aggregate market value of the issuer's voting stock held as
of March 27, 2000, by non-affiliates of the issuers was
$1,315,856.
As of March 27, 2000, the issuer had 99,861,858 shares of its no
par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: None
<PAGE>
PART I
Item 1. Description of Business.
The Company was incorporated in the state of Colorado on May
1, 1978. Since 1991, the Company has not engaged in any
operations. At the present time, the Company intends to seek,
investigate, and if warranted, acquire an interest in a business
opportunity. The Company does not propose to restrict its search
for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any
business in any industry. The Company has unrestricted
discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities,
economic conditions and other factors.
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 judgment. There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has 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 the
consent, vote, or approval of the Company's shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular
business, industry or geographical location. The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter
into a business or opportunity involving a Astart up@ or new
company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.
In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, trade or
service marks, name identification; and other relevant factors.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
2
<PAGE>
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.
Procedures
As part of the Company=s investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.
Employees
The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.
Item 2. Description of Property.
The Company does not own any property. The Company
currently utilizes office space, free of charge, from officers
and directors of the Company.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "SPMR". As of March
27, 2000, the Company had 1,487 shareholders holding 99,861,858
shares of common stock.
3
<PAGE>
The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission. In addition,
these quotations do not represent actual transactions.
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
1998
First Quarter .001 .001 .015 .015
Second Quarter .001 .000 .015 .015
Third Quarter .0001 .0001 .015 .015
Fourth Quarter .0001 .0001 .015 .015
1999
First Quarter .0001 .0001 .015 .015
Second Quarter .0001 .0001 .015 .015
Third Quarter .0001 .0001 .015 .015
Fourth Quarter .0001 .0001 .015 .015
2000
Jan. 3 through .005 .0001 .05 .015
March 24
The Company has never declared a dividend on its Common
Stock. The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Nevada law. Under
Nevada law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company has $-0- cash .
The Company did not generate any revenue during fiscal year
1999. The Company has no material commitments for capital
expenditures for the next twelve months.
The Company believes that its current cash needs can be met
with advances from officers and directors for at least the next
twelve months. However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by loans from the principals of the
Company, debt financing, equity financing or a combination of
financing options.
Item 7. Financial Statements.
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
4
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
The following tables sets forth as of March 10, 2000, the
name, age, and position of each executive officer and director
and the term of office of each director of the Company.
Name Age Position Director or Officer Since
John Chymboryk 46 President and Director February 2000
Kip Eardley 40 Secretary/Treasurer and February 2000
Director
All Directors hold their positions for one year or until
their successors are duly elected and qualified. All officers
holds their positions at the will of the Board of Directors.
Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:
John Chymboryk, President and Director. Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982. Following graduation he worked for a large
international accounting firm until 1984. He then taught courses
in finance, marketing and management in the business departments
of a Community College from 1984 to 1992. Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses. Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training. Mr. Chymboryk served as Vice
President and was responsible for the financial operations and in
developing and delivering management training. Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line. In 1997, Mr. Chymboryk was
involved in designing, developing and implementing a new
application that assists companies in following up and retaining
their existing customer base.
Kip Eardley, Secretary/Treasurer and Director. Since 1989,
Mr. Eardley has been self employed as the president and owner of
Capital Consulting of Utah, Inc. which is a consulting firm to
various public and private companies. Mr. Eardley is also
president and director of Holmes Microsystems, Inc., a publicly
traded corporation.
To the knowledge of management, during the past five years,
no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent
or similar officer appointed by a court for the business or
property of such person, or any partnership in which he was
a general partner at or within two years before the time of
such filing, or any corporation or business association of
which he was an executive officer at or within two years
before the time of such filing;
(2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic
violations or other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities;
(i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in
any type of business practice; or (iii) engaging
5
<PAGE>
in any activity in connection with the purchase or sale of
any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal
or state authority barring, suspending, or otherwise
limiting for more than 60 days the right of such person to
engage in any activity described above under this Item, or
to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to
have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission
to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Item 10. Executive Compensation.
No compensation has been paid to any officer or director of
the Company in the past three years. There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in
control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth as of March 27, 2000, the
name and the number of shares of the Company's Common Stock, no
par value per share, held of record, or was known by the Company
to own beneficially, more than 5% of the 99,861,858 issued and
outstanding shares of the Company's Common Stock, and the name
and shareholdings of each director and of all officers and
directors as a group.
Title of Name and Address of Amount and Nature of Percentage of Class
Class Beneficial Owner Beneficial Ownership
Common John Chymboryk (1) 56,000,000 (2) 56.07%
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Kip Eardley (1) 56,000,000 (2) 56.07%
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Enumag Holding AG 8,295,964 8.30%
Rochester, MN 55902
Common Officers, Directors and 56,000,000 56.07%
Nominees as a Group:
2 persons
(1) Officer and/or director of the Company.
(2) The shares attributed to John Chymboryk and Kip Eardley are
held in the name of Capital Holdings, L.L.C., a Utah limited
liability corporation of which Mr. Chymboryk and Mr. Eardley are
equal members.
6
<PAGE>
Item 12. Certain Relationships and Related Transactions.
The Company utilizes office space provided by the officers
and directors of the Company at no charge to the Company.
On March 22, 2000, the Company issued 56,000,000 restricted
shares of common stock to Capital Holdings, L.L.C. of which John
Chymboryk and Kip Eardley (officers and directors of the Company)
are equal members. The stock was issued in exchange for the
payment of outstanding transfer agent fee, legal and accounting
fees and for payment of consulting services to a prior officer of
the Company.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
last calendar quarter of 1999.
Exhibits
Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document Location
No. No.
1 (3)(i) Articles of Incorporation Attached
2 (3)(i) Articles of Amendment to the Articles of Attached
Incorporation
3 (3)(i) Articles of Amendment to the Articles of Attached
Incorporation
4 (3)(i) Articles of Amendment to the Articles of Attached
Incorporation
5 (3)(i) Articles of Amendment to the Articles of Attached
Incorporation
6 (3)(i) Articles of Amendment to the Articles of Attached
Incorporation
7 (3)(ii) By Laws Attached
8 (3)(ii) First Amendment to the By Laws Attached
9 (3)(ii) Second Amendment to the By Laws Attached
10 (3)(ii) Third Amendment to the By Laws Attached
11 (3)(ii) Amended and Restated By Laws Attached
12 (3)(ii) Board of Directors Minutes Amending By Laws Attached
13 (27) Financial Data Schedule Attached
7
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SPM GROUP, INC.
Date: March 29, 2000 By: /s/ John Chymboryk
President
Date:March 29, 2000 By: /s/ Kip Eardley
Chief Financial Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: March 29, 2000 By: /s/ John Chymboryk
Director
Date: March 29, 2000 By: /s/ Kip Eardley
Director
8
<PAGE>
SPM Group, Inc.
(A Development Stage Company)
Financial Statements
December 31, 1999, 1998 and 1997
CONTENTS
Independent Auditors' Report F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to the Financial Statements F-7
F-1
<PAGE>
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
Board of Directors
SPM Group, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of SPM Group,
Inc.,(a development stage company), as of December 31, 1999, 1998
and 1997, and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1999,
1998 and 1997. These financial statements are the responsibility
of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. 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
the significant estimates made by management, as well as
evaluating the overall financial statements presentation. I
believe that my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present
fairly, in all material respects, the financial position of SPM
Group, Inc., (a development stage company), as of December 31,
1999, 1998 and 1997, and the results of its operations and its
cash flows for the years ended December 31, 1999, 1998 and 1997,
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has an
accumulated deficit and a negative net worth at December 31,1999,
1998 and 1997. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note #5.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
March 29, 2000
F-2
<PAGE>
SPM Group, Inc.
(A Development Stage Company)
Balance Sheets
December 31, 1999, 1998 and 1997
December December December
31, 1999 31, 1998 31, 1997
Assets
Current Assets $ -0- $ -0- $ -0-
Total Assets $ -0- $ -0- $ -0-
Liabilities & Stockholders' Equity
Current Liabilities $ -0- $ -0- $ -0-
Stockholders' Equity
Common Stock Authorized, 100,000,000
Shares at No Par Value, 43,861,858
Shares Issued & Outstanding 5,607,487 5,607,486 5,607,486
Deficit Accumulated (5,607,486) (5,607,486) (5,607,486)
Total Stockholders' Equity -0- -0- -0-
Total Liabilities &
Stockholders' Equity $ -0- $ -0- $ -0-
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE>
SPM Group, Inc.
(A Development Stage Company)
Statements of Operations
Accumulated from January 1, 1992 (Inception) to December 31, 1999
(Unaudited)
and For the Years Ended December 31, 1999, 1998 and 1997
December December December
Accumulated 31, 1999 31, 1998 31, 1997
Revenue $ -0- $ -0- $ -0- $ -0-
Expenses
General & Administrative 13,711 -0- -0- -0-
Interest 11,649 -0- -0- -0-
Total Expenses 25,360 -0- -0- -0-
Other Income (Expenses)
Gain from Extinguishment
of Debt (361,263) -0- -0- -0-
Total Expenses (335,903) -0- -0- -0-
Income from Operations ($ 335,903) $ -0- $ -0- $ -0-
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE>
SPM Group, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Common Stock Accumulated
Shares Amount Deficit
Balance, January 1, 1992 43,861,858 $ 5,607,846 ($5,943,389)
Net Loss for the Year Ended
December 31, 1992 (1,550)
Balance, December 31, 1992 43,861,858 5,607,846 (5,944,939)
Net Income for the Year Ended
December 31, 1993 337,453
Balance, December 31, 1993 43,861,858 5,607,846 (5,607,486)
No Operations from January 1, 1994
to December 31, 1999 -0-
Balance, December 31, 1999 43,861,858 $ 5,607,846 ($5,607,486)
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE>
SPM Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from January 1, 1992 (Inception) to December 31, 1999
(Unaudited)
and for the Years Ended December 31, 1999, 1998 and 1997
Accumulated 1999 1998 1997
Cash Flows from Operating Activities
Net Income $ 335,903 $ -0- $ -0- $ -0-
Adjustments to Reconcile Net
Income to Net Cash Provided by
Operating Activities;
Non Cash Expenses 25,360 -0- -0- -0-
Gain from Extinguishment of
Debt (361,263) -0- -0- -0-
Net Cash Provided by
Operating Activities -0- -0- -0- -0-
Cash Flows from Investing Activities -0- -0- -0- -0-
Cash Flows from Financing Activities -0- -0- -0- -0-
Net Increase (Decrease)
in Cash -0- -0- -0- -0-
Cash at Beginning of Period -0- -0- -0- -0-
Cash at End of Period $ -0- $ -0- $ -0- $ -0-
Disclosures from Operating Activities
Interest $ 11,649 $ -0- $ -0- $ -0-
Taxes -0- -0 -0- -0-
The accompanying notes are an integral part of these financial
statements.
F-6
<PAGE>
SPM Group, Inc,
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
SPM Group, Inc., was incorporated on May 1, 1978, under the laws
of the state of Colorado. In 1991, SPM Group, Inc., ceased
operations and was considered to be a development stage company
effective January 1, 1992.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the
period when the goods are shipped to the customer.
C. The Company considers all short term, highly liquid
investments that are readily convertible, within three
months, to known amounts as cash equivalents. The Company
currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income
available to common stockholders by the weighted average
number of common shares outstanding during the period.
Diluted Earnings Per Share shall be computed by including
contingently issuable shares with the weighted average
shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive
effect upon earnings per share no diluted earnings per share
shall be presented.
E. Inventories: Inventories are stated at the lower of cost,
determined by the FIFO method or market.
F. Depreciation: The cost of property and equipment is
depreciated over the estimated useful lives of the related
assets. The cost of leasehold improvements is amortized
over the lesser of the length of the lease of the related
assets for the estimated lives of the assets. Depreciation
and amortization is computed on the straight line method.
G. Estimates: The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
NOTE #3 - Income Taxes
The Company has adopted Statements of Financial Accounting
Standards No., 109, Accounting for Income Taxes. The Company has
net operating losses of approximately $6,400,000 which expire
through 2007. In 2000, there was a significant change in control
of the ownership of the Company which will prohibit the use of
net operating losses sustained by the Company in prior years.
F-7
<PAGE>
SPM Group, Inc,
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Stockholders' Equity
Common Stock;
SPM Group, Inc., has authority to issue 100,000,000 shares of
common stock at no par value.
Retained Earnings;
From Inception to December 31, 1991, SPM Group, Inc., incurred
losses of $5,943,389. In 1991, SPM Group, Inc., ceased all
operations and became a development stage company. In 1992, SPM
Group, Inc., incurred minimal operating costs, sustaining a net
loss of $1,550. In 1993, all remaining debts of the Company were
assumed by corporate officers or settled at no cost to the
Company and are reported as gains from extinguishment of debts.
NOTE #5 - Going Concern
The Company currently has no assets or operations from which it
can provide operating capital. Under new management in 2000 the
Company seeks to acquire or merge with an operating entity that
can provide capital and managerial leadership to enable it to
continue in existence.
NOTE #6 - Subsequent Events
In 2000, SPM Group, Inc., was reinstated in the state of
Colorado, and new officers were elected.
In March 2000, SPM Group, Inc., issued 56,000,000 shares of its
common stock, no par value, to a Utah limited liability
corporation in exchange for $5,000 cash and a note of $15,000 to
the previous officer for consulting fees, $7,500 for transfer
agent termination fees, reinstatement and records search and
$4,000 for professional fees.
F-8
<PAGE>
Exhibit No. 1
Form 10-KSB
SPM Group, Inc.
ARTICLES OF INCORPORATION
OF
S P M GROUP, INC.
We, the undersigned natural persons of the age of twenty-one
years or older, acting as incorporators in order to organize and
establish a corporation under and pursuant to the Colorado
Corporation Code, hereby adopt the following Articles of
Incorporation:
ARTICLE I
The name of the corporation is:
S P M Group, Inc.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purposes for which the Corporation is organized are as
follows:
1. To conduct, engage in, and carry on the general business
of: engineering, research, and development of solid waste
utilization systems including marketing and construction of
necessary facilities, equipment, and processes; and
2. To engage in any other lawful activity for which
corporations may be formed under the laws of the State of
Colorado.
ARTICLE IV
1. The aggregate number of shares which the corporation has
authority to issue is five million (5,000,000) shares of common
stock of no par value.
2. The Corporation has the right to impose restrictions
upon the transfer of any shares of its stock or of any interest
therein, from time to time issued, provided that such restrictions
as may be so imposed or notice of the substance thereof must be
set forth upon the face or back of the certificates representing
such shares of stock.
ARTICLE V
Cumulative voting of shares of stock is not authorized.
E-1
<PAGE>
ARTICLE VI
There are no preemptive rights. Specifically, without
limitation, no shareholder of the Corporation will have any
preemptive right to subscribe for any additional share or treasury
shares or for any other security of any class of the Corporation;
nor will any shareholder have any preemptive right to subscribe
for any rights, warrants, options, or script of the Corporation.
ARTICLE VII
The address of the initial registered office of the
Corporation is 220 Steele Park, 50 South Steele Street, Denver,
Colorado 80209 and the name of its original agent at such address
is: Robert Wiegand II.
ARTICLE VIII
The address of the principal place of business of the
Corporation is Unit 1L, Inverness Industrial Park, 14 Inverness
Drive East, Englewood, Colorado 80110.
ARTICLE IX
The number of directors constituting the initial Board of
Directors of the Corporation is three (3), and the names and
addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are
elected and qualify are:
Konrad Ruckstuhl 1019 East Easter Way
Littleton, CO 80122
Judy Ruckstuhl 1019 East Easter Way
Littleton, CO 80122
Robert D. Schmidt 6664 East Baker Place
Denver, CO 80222
ARTICLE X
The Corporation will be entitled to treat the registered
holder of any shares of the Corporation as the owner thereof for
all purposes, including all rights deriving from such shares, and
will not be bound to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares on
the part of any other person including, but without limiting the
generality hereof: a purchaser, assignee, or transferee of such
shares or rights deriving from such shares unless and until such
other person becomes the registered holder of such shares whether
or not the Corporation may have either actual or constructive
notice of the interest of such other person. No one other than the
registered holders of the shares of Corporation will be entitled:
to receive notice of the meeting of the shareholders, to vote at
such meetings, to examine a list of the
E-2
<PAGE>
shareholders, to be paid dividends or other sums payable to
shareholders, or to own, enjoy, and exercise any other property or
rights deriving from such shares against the Corporation.
ARTICLE XI
1. The Corporation will have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee, or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
2. The Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partner ship, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no
indemnification may be made in respect of any claim, issue, or
matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which
such action or suit was brought determine upon application that,
despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court may deem
proper.
3. To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in Sections 1 or 2, or in defense of any claim, issue, or
matter therein, he will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
4. Any indemnification under Sections 1 or 2 (unless
ordered by a court) will be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is
proper in the circumstances because
E-3
<PAGE>
he has met the applicable standard of conduct set forth in
Sections 1 or 2. Such determination will be made (a) by the Board
of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or
proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the
shareholders.
5. Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding as authorized in the manner
provided in Section 4 upon receipt of an under taking by or on
behalf of the director, officer, employee, or agent to repay such
amount unless it be ultimately determined that he is entitled to
be indemnified by the Corporation as authorized in this Article.
6. The indemnification provided by this section will not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and will continue as to a person who has
ceased to be a director, officer, employee, or agent and inure to
the benefit of the heirs, executors, and administrators of such a
person.
7. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee,
or agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article.
ARTICLE XII
The Corporation reserves the right to amend, alter, change,
or repeal any provision contained in, or to add any provision to,
its Articles of Incorporation in any manner now or hereafter
prescribed, or permitted, by the Colorado Corporation Code, and
all rights and powers conferred hereby upon directors and
shareholders are granted subject to this reservation.
ARTICLE XIII
1. No contract or other transaction between the Corporation
and one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors are
directors or officers or are financially interested, will be
either void or voidable because of such relationship or interest
or because such director or directors are present at the meeting
of the board of directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction or because his
or their votes are counted for such purpose, if:
(a) the fact of such relationship or interest is disclosed
or known to the board of directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote
E-4
<PAGE>
or consent sufficient for the purpose without counting the votes
or consents of such interested directors' or
(b) the fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they authorize,
approve, or ratify such contract or transaction by vote or written
consent; or
(c) the contract or transaction is fair and reasonable to
the Corporation.
2. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction.
ARTICLE XIV
Cash, property, share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and
the redemption price of redeemed shares which are not claimed by
the shareholders entitled thereto within one year after the
dividend or redemption price became payable or the shares became
issuable, despite reasonable efforts by the corporation to pay the
dividend or redemption price or deliver the certificates for the
shares to such shareholders within such time, will, at the
expiration of such time, revert in full ownership to the
corporation; and the corporation's obligation to pay such dividend
or redemption price or issue such shares, as the case may be, will
thereupon cease. Notwithstanding the foregoing, the Board of
Directors may, at any time, for any reason satisfactory to it, but
need not, authorize (a) payment of the amount of any cash or
property dividend or redemption price or (b) issuance of any
shares, ownership of which was reverted to the corporation
pursuant to this article, to the entity who or which would be
entitled thereto had such reversion not occurred.
ARTICLE XV
The names and address of the incorporators of the Corporation
are as follows:
Konrad Ruckstuhl 1019 East Easter Way
Littleton, CO 80122
Howard G. Allspach 50 South Steele Street
Denver, CO 80209
Robert Wiegand II 50 South Steele Street
Denver, CO 80209
IN WITNESS WHEREOF, we, the undersigned, being all of the
incorporators designated in Article XV of the annexed and
foregoing Articles of Incorporation, have executed said
Articles of Incorporation as of the 20th day of April, 1978.
/s/ Konrad Ruckstuhl
E-5
<PAGE>
/s/ Howard G. Allspach
/s/ Robert Wiegand II
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 20th
day of April, 1978, by Konrad Ruckstuhl, Howard G. Allspach, and
Robert Wiegand II, known to me to be the persons whose names are
subscribed to the annexed and foregoing Articles of Incorporation,
and ' each did acknowledge and declare that he signed said
Articles of Incorporation as his free and voluntary act and deed
for the uses and purposes therein set forth and that the
statements therein contained are true.
Witness my hand and notarial seal this 20th day of April,
1978.
My commission expires January 20, 1981.
/s/ Notary Public
(SEAL)
E-6
<PAGE>
Exhibit No. 2
Form 10KSB
SPM Group, Inc.
S P M GROUP, INC.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Act,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is S P M Group, Inc.
SECOND: The following amendment was adopted by the
shareholders of the corporation on 25 July 1978, in the manner
prescribed by the Colorado Corporation Act:
Paragraph 1 of Article IV be deleted and the following be
inserted in place thereof:
1. The aggregate number of shares
which the corporation has authority
to issue is twenty million (20,000,000)
shares of common stock of no par value.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 459,002 and the number of shares
entitled to vote thereon was 459,002.
FOURTH: The number of shares voted for such amendment was
459,002; and the number of shares voted against such amendment was
0.
FIFTH: All shares of the corporation are a single class.
SIXTH: There is to be no exchange, reclassification, or
cancellation of issued shares.
SEVENTH: There is no change in the amount of stated capital.
ATTEST: S P M Group, Inc.
/s/ Secretary /s/ Robert D. Schmidt, President
STATE OF COLORADO )
COUNTY OF ARAPAHOE )
E-7
<PAGE>
Before me, Susan J. Hennenfent, a Notary Public in and for
the said County and State, personally appeared Robert D. Schmidt
who acknowledged before me that he is the President of S P M
Group, Inc., a Colorado Corporation, that he signed the foregoing,
and that the statements contained therein are true.
In witness whereof I have hereunto set my hand and seal this
7th day of August, A.D. 1978.
/s/ Notary Public
EIGHTH: The manner in which such amendment effects a change
in the amount of stated capital and the amount of stated capital
as changed by such amendment are as follows:
The amendment set forth above relating to the capital
stock will not affect the amount of stated capital.
S PM GROUP, INC.
/s/ Robert D. Schmidt, President
/s/ Peter A. Pfister, Secretary
STATE OF COLORADO )
) SS
CITY AND COUNTY OF DENVER)
BEFORE ME, the undersigned, a Notary Public, in and for said
County and State, on this 3rd day of October, 1979,
personally appeared Robert D. Schmidt, to me known to be the
person described in and who executed the within and foregoing
instrument of writing on behalf of S P M Group, Inc., as its
President, and acknowledged to me that he duly executed the same
as his free and voluntary act and deed for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal the day and year last above written.
/s/ Notary Public
My Commission Expires July 6, 1983
E-8
<PAGE>
Exhibit No. 3
Form 10KSB
SPM Group, Inc.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
S P M GROUP, INC.
Pursuant to the provisions of the Colorado Corporation Act,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is S' P M Group., Inc.
SECOND: The following amendments were adopted by the
shareholders of the Corporation effective August 31, 1979, in the
manner prescribed by the Colorado Corporation Act:
RESOLVED, that ARTICLE IV of the Articles of Incorporation of
this Corporation be, and it hereby is, amended to read as
follows:
"The authorized capital stock of the Corporation shall
consist of 30,000,000 shares of common stock with no par
value. Each issued and outstanding share of the Corporation's
common stock, no par value, as of August 31, 1979, shall be
exchanged for 2.3 shares of common stock, no par value."
THIRD: The number of shares of the Corporation outstanding at
the time of such adoption was 4,993,478 and the number of shares
entitled to vote thereon was 4,993,478.
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
Class Number of Shares
Common Stock, no par value 4,993,478
FIFTH: The number of shares voted for such amendment was
4,993,478 shares; and the number of shares voted against such
amendment was -0- .
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was:
Class Number of Shares Voted
For Against
Common Stock, no par value 4,993,478 -0-
E-9
<PAGE>
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows:
The manner in which any exchange, reclassification, or
cancellation of issued shares provided for in the amendment
shall be effected is set forth in the amendment set forth
above relating to the capital stock.
E-10
<PAGE>
Exhibit No. 4
Form 10KSB
SPM Group, Inc.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Act
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is SPM GROUP, INC.
SECOND: The following amendment was adopted by the
shareholders of the corporation on 31 August 1979, in the manner
prescribed by the Colorado Corporation Act:
Paragraph 1 of Article IV be deleted and that the following
be inserted in place thereof:
1. The aggregate number of shares which the corporation has
authority to issue is thirty million (30,000,000) shares
of common stock, no par value.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 4,706,392 and the number of shares
entitled to vote thereon was 4,706,392.
FOURTH: There is only one class of stock.
FIFTH: The number of shares voted for such Amendment was
4,706,392 and the number of shares voted against such Amendment
was none.
SIXTH: There is no change in stated capital effected by this
Amendment.
ATTEST: S P M GROUP, INC.
/s/ Robert Wiegand, Secretary /s/ Robert D. Schmidt, President
( S E A L)
STATE OF COLORADO
SS.
CITY AND COUNTY OF DENVER
Before me, the undersigned Notary, personally appeared Robert
D. Schmidt who acknowledged before me that he is the President of
S P M GROUP, INC., a Colorado corporation and that he signed the
foregoing Articles of Amendment as the free and voluntary act and
deed of the corporation and that the facts contained therein are
true.
E-11
<PAGE>
Done and signed this 29th day of November, 1979.
/s/ Howard Allspach
Notary Public
E-12
<PAGE>
Exhibit No. 5
Form 10KSB
SPM Group, Inc.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is S P M GROUP,
INC.
SECOND: The following amendment was adopted by the
shareholders of the corporation on 29 July 1985, in
the manner prescribed by the Colorado Corporation
Code:
Paragraph 1 of Article IV be deleted and that the
following inserted in place thereof:
1. The aggregate number of shares which the
corporation has authority to issue is fifty
million (50,000,000) common shares, of no par
value.
THIRD: The number of shares of the corporation outstanding
at the time of such adoption was 20,089,984 and the
number of shares entitled to vote thereon was
20,089,984
FOURTH: There is only one class of shares.
FIFTH: The number of shares voted for such Amendment was
13,549,785 and the number of shares voted against
such Amendment was 73,150.
SIXTH: There is no change in stated capital effected by
this Amendment.
SPM GROUP, INC.
/s/ Konrad Ruckstuhl, President
ATTEST:
/s/ Robert Wiegand II, Secretary
E-13
<PAGE>
Exhibit No. 6
Form 10KSB
SPM Group, Inc.
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of S P M GROUP, INC.
Pursuant to the provisions of the Colorado Corporation Code,
the undersigned corporation adopts the following Articles of
Amendments to its Articles of Incorporation:
FIRST: The name of the corporation is S P M Group, Inc.
SECOND: The following amendment to the Articles of
Incorporation was adopted on 27 July 1988 as prescribed by the
Colorado Corporation Code, by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for
approval.
Paragraph 1 of Article IV shall be deleted and the following
inserted in place thereof:
4.1. The aggregate number of shares which the
corporation has authority to issue is one hundred million
(100,000,000) common shares no par value.
A new Article XVI shall be added to the articles of
incorporation of this Corporation as follows:
ARTICLE XVI LIMITATION OF LIABILITY
The liability of the directors of this Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under Colorado law.
THIRD: There is no exchange, reclassification, or
cancellation of issued shares provided for in the amendment.
FOURTH: There is no change in the amount of stated capital
by such amendment.
S P M GROUP, INC.
/s/ Mark S. Ledom, President
and /s/ Robert Wiegand II,
Secretary
E-14
<PAGE>
Exhibit No. 7
Form 10KSB
SPM Group, Inc.
BYLAWS
OF
SPM GROUP, INC.
ARTICLE I
Offices
1. Business Offices. The principal office of the
Corporation is as designated in the Articles of Incorporation, or
as otherwise determined by the Board of Directors. The Corporation
may also have one or more offices at such other place or places
within or without the State of Colorado and the United States of
America as the Board of Directors may from time to time determine
or as the business of the Corporation may require.
2. Registered Office. The registered office of the
Corporation is as set forth in the Articles of Incorporation, or
as otherwise determined by the Board of Directors.
ARTICLE II
Shareholders' Meetings
1. Annual Meeting. The annual meetings of shareholders will
be held in each year on the last day of April. If the day so fixed
for such annual meeting be a legal holiday, then such meeting will
be held on the next succeeding business day.
2. Special Meetings. Special meetings of shareholders may
be called at any time by the President, by the Board of Directors,
or by the holders of not less than 1/10th of the outstanding
shares of the Corporation entitled to vote at the meeting.
3. Place of Meeting. Meetings of shareholders may be held
at the principal office of the Corporation or at such other place
or places within or without the State of Colorado and the United
States of America as may be from time to time determined by the
Board of Directors.
4. Notice of Meetings. Notice of each meeting of
shareholders, whether annual or special, must be given not less
than ten days nor more than fifty days prior thereto to each
shareholder of record entitled to vote thereat; provided, however,
that if the authorized shares of the Corporation are proposed to
be increased, at least thirty days notice in like manner must be
given. The notice of all meetings must state the place, day, and
hour thereof. The notice of a special meeting must, in addition,
state the purposes thereof.
E-15
<PAGE>
5. Closing Transfer Books and Fixing Record Date.
A. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders of
any adjournment thereof or entitled to receive payment of any
dividend, or in order to make a determination of share holders for
any other proper purpose, the Board of Directors may provide that
the stock transfer books be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books are
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books must
be closed for at least ten days immediately preceding such
meeting.
B. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring the dividend is
adopted, as the case may be, will be the record date for such
determination of shareholders.
6. Voting List. The officer or agent of the Corporation who
has charge of the stock transfer books of the Corporation should
prepare, at least ten days before every meeting of shareholders, a
complete list of shareholders entitled to vote thereat or any
adjournment thereof, arranged in alphabetical order with the
address of each shareholder and the number of shares held by each.
Such list should be open to the inspection of any shareholder at
the principal office of the Corporation during usual business
hours for a period of at least ten days prior to such meeting; and
such list should be produced and kept at the time and place of the
meeting during the whole time thereof and subject to the
inspection of any shareholder who may be present. Failure to
comply with the requirements of this paragraph shall not affect
the validity of any action taken at such meeting.
7. Organization. The President or Vice President will call
meetings of shareholders to order and act as chairman of such
meetings. In the absence of said officers, any shareholder
entitled to vote thereat or any proxy of any such shareholder may
call the meeting to order and a chairman should be elected. In the
absence of the Secretary and Assistant Secretary of the
Corporation, any person appointed by the Chairman may act as
secretary of such meeting.
8. Quorum. A majority of the shares entitled to vote
represented in person or by proxy constitutes a quorum at all
meetings of shareholders for the transaction of business except as
otherwise provided by statute, by the Articles of Incorporation,
or by these Bylaws. In the absence of a quorum at any meeting, a
majority of those present or represented and entitled to vote may
adjourn the meeting from time to time without further notice until
a quorum be present or represented; no such adjournment may exceed
sixty (60) days.
9. Voting. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. No proxy may be valid after eleven
months from the date of its execution, unless otherwise provided
in the proxy.
When a quorum is present at any meeting, the affirmative vote
of the majority of the shares represented at the meeting and
entitled to vote on the subject matter will be the act of the
E-16
<PAGE>
shareholders, unless the vote of a greater number or voting by
classes is required by statute, the Articles of Incorporation, or
these Bylaws.
ARTICLE III
Board of Directors
1. Number, Election, and Tenure. The business and affairs
of he Corporation will be managed by a Board of Directors which
must consist of not more than seven (7) natural persons who will
be elected at the annual meetings of shareholders by majority
vote, and each director will be elected to serve until the next
succeeding annual meeting and until his successor be elected and
qualify.
2. Organization Meetings. After each annual election of
directors, the Board of Directors will meet for the purpose of
organization, the election of officers, and the transaction of any
other business.
3. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as may
be determined by the Board of Directors.
4. Special Meetings. Special meetings of the Board of
Directors may be called by the President on three (3) days notice
to each director, and must be called by the President or Secretary
in like manner and on like notice on the written request of any
two directors. The purpose of a special meeting of the Board of
Directors need not be stated in the notice thereof.
5. Quorum. A majority of the number of directors fixed by
this Article III (or, in the absence of a fixed number, a majority
of the number of directors properly elected or appointed or
otherwise serving as of either the first, organizational meeting
of the Board of Directors or the last annual meeting of the Board
of Directors) constitutes a quorum at all meetings of the Board of
Directors, and the act of a majority of the directors present at a
meeting at which a quorum is present will be the act of the Board
of Directors. In the absence of a quorum at any such meeting, a
majority of the Directors present may adjourn the meeting from
time to time without further notice until a quorum be present.
6. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors. A director elected to fill a vacancy is elected for the
unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors will
be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a
special meeting of shareholders called for that purpose. A
director chosen to fill a position resulting from an increase in
the number of directors will hold office until the next annual
meeting of shareholders and until his successor be elected and
qualify.
7. Removal of Directors. A. At a meeting called expressly
for that purpose, directors may be removed in the manner provided
in this Paragraph. The entire board of directors or any
E-17
<PAGE>
lesser number may be removed, with or without cause, by a vote of
the holders of the majority of the shares then entitled to vote at
an election of directors.
B. If cumulative voting is allowed by the Articles of
Incorporation and if less than the entire board is to be removed,
then no one of the directors may be removed if the votes of a
sufficient number of shares are cast against his removal which, if
then cumulatively voted at an election of the entire board of
directors or, if there are classes of directors, at an election of
the class of directors of which he is a part, would be sufficient
to elect him.
8. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the directors, may designate
two (2) or more directors to constitute an executive committee,
which committee, to the extent provided in such resolution, will
have and may exercise all of the authority of the Board of
Directors in the management of the Corporation; provided, however,
that such committee may in no case act to the exclusion of the
Board of Directors whether in session or not.
9. Compensation of Directors. Directors who are not
employees of the Corporation may be paid such annual compensation
as may from time to time be fixed by resolution of the Board of
Directors. All directors may be allowed a fixed sum and expenses
incurred for attendance at each regular or special meeting of the
Board of Directors as may be from time to time fixed by resolution
of the Board of Directors. Nothing herein contained may be
construed to preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.
ARTICLE IV
Notices and Action Without Meeting
1. Notices. Whenever under the provisions of a statute or
these Bylaws notice is required to be given to any shareholder, it
must be given in writing, but it may be given by mail, postage
prepaid and addressed to such shareholder at the address that
appears on the books of the Corporation, and such notice will be
deemed to be given at the time when the same is thus mailed.
Whenever under the provisions of a statute or these ByLaws notice
is required to be given to any director, it may be given
personally or by mail, telegram, or telephone; and, if given by
mail or telegram, such notice will be deemed to be given at the
time mailed or sent.
2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of a statute, the Articles of
Incorporation, or these Bylaws such notice may be waived by a
written waiver executed at or after the time stated therein;
notice shall be deemed to be waived by the appearance of such
person or persons at the time stated therein, (or, in the case of
a shareholders' meeting appearance in person or by proxy).
3. Action Without a Meeting. Any action required to, or
which may, be taken at a meeting of the directors, shareholders,
or members of any executive committee of the Corporation may be
taken without a meeting if a consent in writing setting forth the
action so taken be signed by all of the directors, shareholders,
or members of the executive committee, as the case may be,
entitled to vote with respect to the subject matter thereof.
E-18
<PAGE>
ARTICLE V
Officers
1. Election and Tenure. The Board of Directors annually
should elect a Chairman, a President, a Secretary, and a
Treasurer. The Board may also elect or appoint such other officers
and assistant officers as may be determined by the Board. Any two
or more offices may be held by the same person, except the offices
of President and Secretary. Each officer so elected or appointed
will continue in office until his successor be elected or
appointed and qualify, or until resignation, removal, death, or
other disqualification.
2. Resignation, Removal, and Vacancies. A. Any officer may
resign at any time by giving written notice thereof to the Board
of Directors or to the Chairman of the Board. Such resignation
will take effect on the date specified therein and no acceptance
of the same is necessary to render the same effective.
B. Each officer remains always subject to the direction and
guidance of the Board of Directors. Any officer may at any time be
removed by the affirmative vote of a majority of the directors or
by a duly authorized executive committee.
C. If any office becomes vacant for any reason, the vacancy
may be filled by the Board of Directors. An officer elected to
fill a vacancy will hold office for the unexpired term of his
predecessor in office.
3. Chairman. The Chairman is in charge of intercorporate
relationships, procuring new business, developing new processes,
and the entire construction and engineering departments of the
Corporation. He is, when present, the presiding officer at all
meetings of the Board of Directors and shareholders. He may act
for the President whenever the President is absent, whether such
absence is momentary or for an extended period.
4. President. The President is the chief executive officer
of the Corporation, in charge of intra-corporate relationships and
all other phases of operation of the corporation not reserved to
the Chairman. He will act for the Chairman whenever directed by
the Chairman of the Board of Directors. He is the presiding
officer at all corporate meetings not attended by the Chairman. He
performs all other duties as may from time-to-time be assigned him
by the Board of Directors.
5. Vice President. The Vice President performs such duties
and possesses such powers as from time to time may be assigned to
him by the Board of Directors or by the President. In the absence
or inability of the President, the Vice President performs the
duties of the President.
The Board of Directors may elect one or more Vice Presidents
in which event they must be designated "First", "Second", etc.;
the First Vice President may delegate duties and responsibilities
to the Second Vice President and, in the absence of the President,
will succeed first to his duties. Similarly, the Second is senior
to the Third, etc.
E-19
<PAGE>
6. Secretary. The Secretary gives, or causes to be given,
notice of all meetings of shareholders and of the Board of
Directors and attends all such meetings and keeps a record of
their proceedings. The Secretary is the custodian of the seal of
the Corporation and has power to affix the same to all documents,
the execution of which on behalf of the Corporation is authorized
by these Bylaws or by the action of the Board of Directors, and
performs all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to the Secretary
by the Board of Directors or by the President.
7. Treasurer. The Treasurer must give a bond for the
faithful discharge of his duties if, and in such sum, and with
sureties as the Board of Directors may require. The Treasurer has
charge and custody of and be responsible for all funds and
securities of the Corporation and deposit all such funds in the
name of the Corporation in such bank or other depositories as may
be selected by the Board of Directors. The Treasurer collects and
receives and gives receipts for all moneys or securities belonging
to the Corporation. In general, the Treasurer performs all the
duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to the Treasurer by the Board
of Directors or by the President.
8. Assistant Secretaries. The Assistant Secretaries perform
such duties and possess such powers as from time to time may be
assigned to them by the Board of Directors, the President, or the
Secretary.
9. Assistant Treasurers. The Assistant Treasurers perform
such duties and possess such powers as from time to time may be
assigned to them by the Board of Directors, the President, or the
Treasurer. The Assistant Treasurers must give bonds for the
faithful discharge of their duties if, and in such sum and with
such sureties as, the Board of Directors may require.
10. Salaries. Officers of the Corporation are entitled to
such salaries, emoluments, compensation, or reimbursement as may
be fixed or allowed by the Board of Directors.
ARTICLE VI
Execution of Instruments
1. Execution of Instruments. The Chairman and President or
either or them has the power to execute on behalf and in the name
of the Corporation any deed, contract, bond, debenture,
note, or other obligations or evidences of indebtedness, or proxy,
or other instrument requiring the signature of an officer of the
Corporation, except where the signing and execution thereof be
expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. Unless so authorized, no
officer, agent, or employee may have any power or authority to
bind the Corporation in any way, to pledge its credit or to render
it liable pecuniarily for any purpose or in any amount.
2. Checks and Endorsements. All checks and drafts upon the
funds to the credit of the Corporation in any of its depositories
must be signed by such of its officers or agents as shall from
time to time be determined by resolution of the Board of Directors
which may provide for the use of facsimile signatures under
specified conditions, and all notes, bills receivable, trade
acceptances,
E-20
<PAGE>
drafts, and other evidences of indebtedness payable to the
Corporation will, for the purpose of deposit, discount, or
collection, be endorsed by such officers or agents of the
Corporation or in such manner as may from time to time be
determined by resolution of the Board of Directors.
ARTICLE VII
Shares of Stock
1. Certificates of Stock. A. The Certificates of shares of
the Corporation will be in such form not inconsistent with the
Colorado Corporation Code and the Articles of Incorporation as may
be approved by the Board of Directors, and must be numbered and
entered in the books of the Corporation as they are issued. They
must exhibit the holder's name and number of shares and such other
matters as may be required by law; and they must be signed by the
President or a Vice President and the Secretary or an Assistant
Secretary and must be sealed with the seal of the Corporation or a
facsimile thereof.
B. In case any officer who has signed a certificate ceases
to hold such office prior to the issuance or delivery of the
certificate, such certificate may nevertheless be issued and
delivered by the Corporation as though the officer who signed such
certificate, or whose facsimile signature may have been used
thereon, had not ceased to be such officer of the Corporation.
2. Lost and Destroyed Certificates. In case any certificate
of stock of the Corporation be alleged to have been destroyed or
lost, the Corporation may not be required to issue a new
certificate in lieu thereof, except upon receipt of evidence
satisfactory to the Board of Directors of the destruction or loss
of such certificate, and, if so required by the Board of
Directors, upon receipt also of a bond in such sum as the Board
may direct, not exceeding double the value of such stock and, if
so required, with surety or sureties satisfactory to the Board to
indemnify the Corporation against any claim that may be made
against it on account of the alleged destruction or loss of such
certificate.
3. Transfer of Stock. A. Transfers of the shares of the
stock of the Corporation may be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary and upon the surrender of the certificate or
certificates for such shares.
B. The Corporation, under the Articles of Incorporation,
has the right to impose restrictions upon the transfer of any
shares of the stock of the Corporation, or any interest therein,
from time to time issued, and any transfer or transfers of any of
the shares of the stock of the Corporation, or any interest
therein, must be made in accordance with and subject to any such
restrictions from time to time so imposed.
4. Stock Rights and Options. The Corporation may create and
issue, whether or not in connection with the issuance and sale of
any of its shares or other securities, rights or options entitling
the holders thereof to purchase from the corporation shares of any
class. Such rights or options must be evidenced in such manner as
the board of directors may approve and, subject to the provisions
of the Articles of Incorporation, must set forth the terms upon
which, the time within
E-21
<PAGE>
which, and the price at which such shares may be purchased from
the corporation upon the exercise of any such right or option. In
the absence of fraud in the transaction, the judgment of the Board
of Directors as to the adequacy of the consideration received for
such rights or options will be conclusive. The price to be
received for any shares having a par value, other than treasury
shares to be issued upon the exercise of such rights or options,
may not be less than the par value thereof.
ARTICLE VIII
Corporate Seal
1. Corporate Seal. The Corporate seal will be in such form
as may be approved by resolution of the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. The impression of
the seal may be made and attested by either the Secretary or an
Assistant Secretary for the authentication of contracts or other
papers requiring the seal.
ARTICLE IX
Fiscal Year
1. Fiscal Year. The fiscal year of the Corporation will be
such year as may be adopted by the Board of Directors.
ARTICLE X
Corporate Books and Records
1. Corporate Books. Except as otherwise required by
statute, the books and records of the Corporation may be kept
within or without the State of Colorado and the United States of
America, at such place or places as may be from time to time
designated by the Board of Directors.
ARTICLE XI
Emergency Bylaws and Amendments
1. Emergency Bylaws. The Board of Directors may adopt
emergency bylaws, which will, notwithstanding any different
provision elsewhere, be operative during any emergency resulting
from an attack on the United States or any nuclear or atomic
disaster and which may make any provision that may be practical
and necessary for the circumstances of the emergency.
2. Amendments. All bylaws of the Corporation are subject to
alteration, amendment, or repeal, and new bylaws may be added, by
the affirmative vote of a majority of a quorum of the members of
the Board of Directors at any regular or special meeting.
CERTIFICATE
E-22
<PAGE>
The undersigned hereby certifies that he is the duly elected,
qualified, acting, and hereunto authorized Secretary of the
aforesaid Corporation and that the foregoing and annexed Bylaws
constitute a true and complete copy of the Bylaws of said
Corporation as adopted by resolution on 24 April 1978 and
presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of said Corporation.
Date: 24 April 1978
/s/ Judy Ruckstuhl
As Secretary of said
Corporation
(S E A L)
E-23
<PAGE>
Exhibit No. 8
Form 10KSB
SPM Group, Inc.
FIRST AMENDMENT
TO THE
BY-LAWS
OF
S P M GROUP, INC.
ARTICLE II
Shareholder's Meetings
1. Annual Meeting. The annual meeting of shareholders will be
held in each year on the FIRST WEDNESDAY OF MAY. If the day so
fixed for such annual meeting be a legal holiday, then such
meeting will be held on the next succeeding business day.
ARTICLE III
Board of Directors
2. Organization Meetings. After each annual election of
directors, the Board of Directors will meet for the purpose of
organization, the election of officers, and the transaction of any
other business. SUCH MEETING SHALL BE HELD WITHOUT NOTICE AT THE
PLACE OF THE ANNUAL MEETING OF THE SHAREHOLDERS IMMEDIATELY
FOLLOWING THE SHAREHOLDERS' MEETING.
10. NOMINATING COMMITTEE. THE BOARD OF DIRECTORS MAY APPOINT
A NOMINATING COMMITTEE IN ADVANCE OF THE ANNUAL MEETING OF THE
SHAREHOLDERS, WHICH COMMITTEE WILL REPORT TO SUCH ANNUAL MEETING
OF THE SHAREHOLDERS. THE NOMINATING COMMITTEE'S REPORT IS TO
INCLUDE A RECOMMENDATION OF THE NUMBER OF DIRECTORS TO BE ELECTED
AT THAT MEETING AND A SLATE OF CANDIDATES FOR SUCH POSITIONS. THE
RECOMMENDATION OF SUCH COMMITTEE REGARDING THE NUMBER OF DIRECTORS
TO BE ELECTED WILL BE DEEMED ADOPTED BY THE SHAREHOLDERS UNLESS A
MOTION TO THE CONTRARY BE DULY MADE, SECONDED, AND ADOPTED BY THE
SHAREHOLDERS. THE REPORT OF THE COMMITTEE WILL BE DEEMED TO BE A
PROPER PLACING IN NOMINATION OF EACH PERSON NAMED IN THE SLATE OF
CANDIDATES PROPOSED; AND NO FURTHER ACTION TO NOMINATE ANY PERSON
NAMED IN THAT SLATE WILL BE NECESSARY.
CERTIFICATE
The undersigned hereby certifies that he is the duly elected,
qualified, acting, and hereunto authorized Secretary of the
aforesaid Corporation and that the foregoing and annexed first
E-24
<PAGE>
amendment to the By-laws constitutes a true and complete copy of
the said amendments of the By-laws of said Corporation as adopted
by Consent on 30 May 1979 and presently in full force and effect.
Except as specifically amended by the foregoing, the By-laws
adopted by resolution on 24 April 1978 are presently in full force
and effect.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of the said Corporation.
Date: 30 May 1979
/s/ Peter A. Pfister, Secretary
S E A L
E-25
<PAGE>
Exhibit No. 9
Form 10KSB
SPM Group, Inc.
SECOND AMENDMENT
TO THE
BY-LAWS
OF
SPM GROUP, INC.
ARTICLE III
Board of Directors
1. Number, Election, and Tenure. The business and affairs
of the Corporation will be managed by a Board of Directors which
must consist of not more than nine (9) natural persons who will be
elected at the annual meetings of shareholders by majority vote,
and each director will be elected to serve until the next
succeeding annual meeting and until his successor be elected and
qualify.
CERTIFICATE
The undersigned hereby certifies that he is the duly elected,
qualified, acting, and hereunto authorized Assistant Secretary of
the aforesaid Corporation and that the foregoing and annexed
second amendment to the By-laws constitutes a true and complete
copy of the said amendment of the By-laws of said Corporation as
adopted by Resolution of the Corporate Board on October 29, 1981
and presently in full force and effect.
The By-laws adopted by Resolution on April 24, 1978 and First
Amendment to the By-laws adopted by Consent on May 30, 1979 are
presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of said Corporation.
Dated: October 29, 1981
/s/ Nell R. Winter, Assistant
Secretary
S E A L
E-26
<PAGE>
Exhibit 10
Form 10KSB
SPM Group, Inc.
THIRD AMENDMENT
TO THE
BYLAWS
OF
SPM GROUP, INC.
ARTICLE III
Board of Directors
3. 1 Number, Election, and Tenure. The business and affairs
of the corporation will be managed by a board of directors which
will consist of three natural persons who will be elected at the
annual meeting of shareholders by majority vote; and each director
will be elected to serve until the next annual meeting and until
his successor is elected and qualified.
CERTIFICATE
The undersigned hereby certifies that he is the duly elected,
qualified, acting, and hereunto authorized Assistant Secretary of
the aforesaid Corporation and that the foregoing third amendment
to the Bylaws constitutes a true and complete copy of the said
amendment of the Bylaws of said Corporation as adopted by the
Resolution of the Corporate Board on 14 August 1982 and presently
in full force and effect.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of said Corporation.
Dated: 12 March 1984
/s/ Robert Wiegand II,
Secretary
E-27
<PAGE>
Exhibit 11
Form 10KSB
SPM Group, Inc.
AMENDED AND RESTATED
BYLAWS
OF
SPM GROUP, INC.
ARTICLE I
Offices
1.1 Business Offices. The principal office of the Corporation
in the State of Colorado is to be in the County of Arapahoe. The
Corporation may also have one or more offices at such other place
or places within or without the State of Colorado and the United
States of America as the board of directors may from time to time
determine or as the business of the Corporation may require.
1.2 Registered Office. The registered office of the
Corporation is as set forth in the Articles of Incorporation, or
as otherwise determined by the board of directors.
ARTICLE II
Shareholders' Meetings
2.1 Annual Meeting. The annual meetings of shareholders will
held in each year on the last day of April or on such other day as
may be fixed by the board of directors. If the day so fixed for
such annual meeting be a legal holiday, then such meeting will be
held on the next succeeding business day. The meeting is to be
held at such time as may be fixed by the board of directors. If no
annual meeting is held within thirteen months of the previous
annual meeting, any shareholder may apply to the court of general
jurisdiction in the county in which lies either the registered
office or the principal office of the Corporation for an order
requiring such a meeting.
2.2 Special Meetings. Special meetings of shareholders may be
called at any time by the president or the board of directors. At
any time, upon the written request of any two directors or of the
holders of not less than one-tenth (1/10th) of the outstanding
voting power of the Corporation entitled to vote at the meeting,
the Secretary shall call a special meeting of the shareholders to
be held at the registered office of the Corporation at such time
as the Secretary may fix, not less than fifteen nor more than
sixty days after the receipt of such request. If the Secretary
fails or refuses to issue such call, the persons making the
request may do so.
E-28
<PAGE>
2.3 Place of Meeting. Meetings of shareholders may be held at
the principal office of the Corporation or at such other place or
places within or without this State and the United States of
America as may be from time to time determined by the board or set
forth by majority agreement of the shareholders.
2.4 Notice of Meetings. Notice of each meeting of
shareholders, whether annual or special, must be given not less
than ten days nor more than fifty days prior thereto to each
shareholder of record entitled to vote thereat; provided, however,
that if the authorized shares of the Corporation are proposed to
be increased, at least thirty days notice in like manner must be
given, and that if sale of all or substantially all assets is to
be voted upon, at least twenty days notice in like manner must be
given. The notice of all meetings must state the place, day, and
hour thereof. The notice of a special meeting must, in addition,
state the purposes thereof.
2.5 Closing Transfer Books and Fixing Record Date.
(a) For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders of any
adjournment thereof or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the board of directors may provide that
the share transfer books be closed for a stated period but not to
exceed, in any case, fifty days. If the share transfer books are
closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books must
be closed for at least ten days immediately preceding such
meeting.
(b) If the share transfer books are not closed and no record
date is fixed for the determination of shareholders (i) entitled
to notice of or to vote at a meeting of shareholders, the date on
which notice of the meeting is mailed or, if notice is waived, the
close of business on the day before the meeting will be the record
date for such purpose or (ii) for any other purpose, the close of
business on the day on which the resolution of the board of
directors is adopted will be the record date for such purpose.
(c) When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this
section, such determination is to apply to any adjournment
thereof, unless otherwise provided by the board of directors.
2.6 Voting List. The officer or agent of the Corporation who
has charge of the share transfer books of the Corporation should
prepare, at least ten days before every meeting of shareholders, a
complete list of shareholders entitled to vote thereat or any
adjournment thereof, arranged in alphabetical order with the
address of each shareholder and the number of shares held by each.
Such list should be open to the inspection of any shareholder at
the principal office of the Corporation during usual business
hours for a period of at least ten days prior to such meeting; and
such list should be produced and kept at the time and place of the
meeting during the whole time thereof and subject to the
inspection of any shareholder who may be present. Failure to
comply with the requirements of this paragraph shall not affect
the validity of any action taken at such meeting.
E-29
<PAGE>
2.7 Organization. The Chairman will call meetings of
shareholders to order. In the absence of all executive officers,
any shareholder entitled to vote thereat or any proxy of any such
shareholder may call the meeting to order and a chairman must be
elected. In the absence of the Secretary and all Assistant
Secretaries, any person appointed by the chairman may act as
secretary of such meeting.
2.8 Quorum. A majority of the voting power entitled to vote
represented in person or by proxy constitutes a quorum at all
meetings of shareholders for the transaction of business except as
otherwise required by statute, by the Articles of Incorporation,
or by these Bylaws.
2.9 Adjournment. Adjournments of any annual or special
meeting of shareholders may be taken without new notice being
given unless a new record date is fixed for the adjourned meeting;
but any meeting at which directors are to be elected can be
adjourned only from day to day until such directors have been
elected. In the absence of a quorum at any meeting, a majority of
the voting power represented and entitled to vote may adjourn the
meeting from time to time to such time and place as they may
determine (subject, however, to the provisions hereof) until a
quorum be represented; no such adjournment may exceed sixty (60)
days. In the case of any meeting called for the election of
directors, those who attend the second of such adjourned meetings,
although less than a quorum as otherwise fixed herein, shall
nevertheless constitute a quorum for the purpose of electing
directors if they consist of not less than one-third of the voting
power entitled to vote at the meeting.
2.10 Proxies. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. No proxy may be valid after eleven
months from the date of its execution, unless otherwise provided
in the proxy. The proxy representative need not be a shareholder.
Such proxy must be filed with the Secretary of the Corporation
(or, in the absence of the Secretary and all Assistant
Secretaries, with the secretary of the meeting appointed pursuant
to section 2.7) before or at the time of the meeting.
2.11 Actions. When a quorum is present at any meeting, the
affirmative vote of the majority of the voting power represented
at the meeting and entitled to vote on the subject matter will be
the act of the shareholders, unless the vote of a greater number
or voting by classes is required by statute, the Articles of
Incorporation, or these Bylaws.
2.12 Voting of Shares. Unless otherwise provided by these
Bylaws or the Articles of Incorporation, each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
2.13 Voting of Shares by Certain Shareholders.
(a) Shares standing in the name of another corporation may be
voted by such officer, agent, or proxy as the bylaws of such
corporation may prescribe or, in the absence of such provision, as
the board of directors of such other corporation may establish by
resolution. Similarly, shares standing in the name of a
partnership may be voted by such person as is prescribed in the
partnership agreement or, in the absence of such provision, as the
partners may establish by agreement or resolution. Shares standing
in the name of a trust may be voted by such person as is
E-30
<PAGE>
prescribed in the trust agreement or as the trustees may
determine. Shares standing in the name of two or more co-tenants
may be signed by any one of the co-owners, unless an agreement
among them provides otherwise. In the absence of any evidence to
the contrary, any officer of a corporation, any partner of a
partnership, and any trustee of a trust are presumed to have
authority to vote the shares held by such entity, and any co-owner
is presumed to have authority to vote for other owners.
(b) Shares standing in the name of a deceased person, a minor
ward, or an incompetent person may be voted by his personal
representative, or court appointed guardian or conservator, either
in person or by proxy without a transfer of such shares into the
name of such personal representative or court appointed guardian
or conservator. Shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority so to do be contained in an appropriate
order of the court by which such receiver was appointed.
(c) Neither shares of this Corporation belonging to this
Corporation nor shares of this Corporation held by another
corporation if the majority of shares entitled to vote for the
election of directors of such other corporation is held by this
Corporation nor shares of this Corporation held by it in a
fiduciary capacity may be voted, directly or indirectly, at any
meeting; and no such shares are to be counted in determining the
total number of outstanding shares for the purpose of determining
a quorum at any given time. Similarly, shares of this Corporation
held by a partnership or trust, the control of which is held by
this Corporation, may neither be voted nor counted for any purpose
related to a meeting of shareholders; a partnership is controlled
if this Corporation has a majority interest therein or this
Corporation is a member of any management committee thereof or
this Corporation actually and practically directs the affairs of
such, and a trust is controlled if this Corporation is a greater
than 30% beneficiary of either the principal or interest thereof.
(d) Redeemable shares which have been called for redemption
shall not be entitled to vote on any matter and shall not be
deemed outstanding shares on and after the date on which written
notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been deposited with a bank or
trust company with irrevocable instruction and authority to pay
the redemption price to the holders of the shares upon surrender
of certificates therefor.
(e) Except as provided above, the holder of record as of the
record date is the only person entitled to have and to exercise
all rights and privileges incident to the ownership of such shares
notwithstanding any actual or constructive notice to the contrary.
(f) The Corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the secretary or other agent
authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on the
signatory's authority. If the name signed corresponds to the name
of a shareholder, the Corporation acting in good faith in entitled
to accept the vote, consent, waiver, or proxy appointment and to
give it effect as the act of the shareholder.
2.14 Non Cumulative Voting. No cumulative voting is allowed.
2.15 Proposals of Shareholders. Any shareholder (or other
security holder who, by the terms of the security is entitled to
vote on a matter) may present a proposal for action at a
forthcoming
E-31
<PAGE>
meeting of the shareholders (or security holders, if appropriate).
Any such proposal must comply with the requirements of Rule 14a-8
of the Securities and Exchange Commission, as amended, unless the
board of directors, in its sole discretion, waives any of such
requirements.
ARTICLE III
Board of Directors
3.1 General Powers. The business and affairs of the
Corporation will be managed by a board of directors which shall
exercise all of the powers of the Corporation, subject to the
provisions of these Bylaws.
3.2 Number, Election, and Qualifications of Directors.
(a) The number of directors is to be fixed from time to time
by resolution of the Board; but the number is to be not less than
three, unless there are fewer than three shareholders in which
event there need be only as many directors as there are
shareholders.
(b) The Board, or a committee established pursuant to the
third sentence of paragraph 3.9(a), is to nominate candidates for
the office of director. Recommendations from shareholders, which
recommendations are made
(i) by person(s) who is (are) record or beneficial
owner(s) of at least 1% or $1,000 in market value of
shares entitled to be voted at the meeting and has (have
each) held such securities for at least one year,
(ii) which recommendation is made in writing
sufficiently far in advance to be received by the
Corporation prior to the 31st day of January immediately
prior to the annual meeting or at a reasonable time
prior to any special meeting called for the purpose of
electing directors
will be considered by the Board, or the nominating committee, if
established. Directors will be elected at the annual meetings of
shareholders by majority vote, and each director will be elected
to serve until the next succeeding annual meeting and until his
successor be elected and qualify. Should less than all of the
nominees be elected, creating a vacancy, the Chairman may open the
floor to nominations and election or declare that the Board
consists of those elected, with a number of vacant seats.
(c) Directors must be natural persons of not less than 18
years of age, but they need be neither residents of the State of
Colorado nor shareholders of the Corporation.
3.3 Organization Meetings.
(a) Immediately after each annual election of directors, the
Board will meet at the same place as was held the annual meeting
of shareholders (unless moved to another location by
E-32
<PAGE>
resolution), without notice, for the purpose of organization, the
election of officers, and the transaction of any other business.
(b) Regular meetings of the Board may be held without notice
at such time and place within or without this state and the United
States of America as may be determined by the Board.
(c) Special meetings of the Board may be called by the
Chairman on three (3) days notice to each director, and must be
called by the Chairman or Secretary in like manner and on like
notice on the written request of any two directors; and, if they
fail or refuse, then the two directors may call the meeting on
three (3) days written notice. The purpose of a special meeting of
the Board must be stated in the notice thereof.
3.4 Quorum.
(a) A majority of the number of directors fixed by resolution
pursuant to Section 3.2 (or a majority of the incumbent directors,
if greater) constitutes a quorum at all meetings of the Board.
(b) In the absence of a quorum at any such meeting, a
majority of the directors present may adjourn the meeting from
time to time without further notice until a quorum be present.
(c) the act of a majority of the directors present at a
meeting at which a quorum is present will be the act of the Board.
3.5 Removal of Directors.
(a) No decrease in the number of directors is to have the
effect of shortening the term of any incumbent director.
(b) At a shareholders meeting called expressly for that
purpose, the entire Board or any lesser number may be removed,
with or without cause, by a vote of the holders of the majority of
the shares then entitled to vote at an election of directors.
(c) The board of directors may declare vacant the office of a
director if he (i) is declared incompetent or has otherwise been
placed under the protection of a guardian, (ii) is declared a
bankrupt, (iii) becomes incapacitated by illness or other
infirmity, or is otherwise unable to perform his duties, for a
period of six months or longer, or (iv) ceases at any time to have
the qualifications required by the articles or by-laws.
3.6 Resignation. Any director may resign at any time by
giving written notice to the Chairman or the Secretary. The
resignation of any director is to take effect upon receipt of
notice thereof or at such later time as may be specified in such
notice; and, unless otherwise specified therein, the acceptance of
such resignation is not to be necessary to make it effective.
3.7 Vacancies. Any vacancy occurring in the Board may be
filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board. When one or more
directors resign from the Board, effective at a future date, a
majority of the directors then in office,
E-33
<PAGE>
including those who have so resigned, may fill such vacancy or
vacancies, the vote thereof to take effect when such resignation
or resignations shall become effective. A director elected to fill
a vacancy is elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in
the number of directors will be filled by the affirmative vote of
a majority of the directors then in office or by an election at an
annual meeting or at a special meeting of shareholders called for
that purpose. A director chosen to fill a position resulting from
an increase in the number of directors will hold office until the
next annual meeting of shareholders and until his successor be
elected and qualify. A director removed pursuant to paragraph
3.5(b) and a person duly nominated by the Board pursuant to
paragraph 3.2(b) but not elected are not eligible for appointment
as a director by the Board for a period of one year after such
removal or election; they may be elected sooner by vote of the
shareholders.
3.8 Compensation of Directors. Directors who are not
employees of the Corporation may be paid such annual compensation
as may from time to time be fixed by resolution of the Board. All
directors may be allowed a fixed sum and expenses incurred for
attendance at each regular or special meeting of the Board as may
be from time to time fixed by resolution of the Board. Nothing
herein contained may be construed to preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.
3.9 Executive and Other Committees.
(a) The Board, by resolution adopted by a majority of the
directors, may designate two (2) or more directors to constitute
one or more executive committees, which committees, to the extent
provided in the enabling resolution, will have and may exercise
all of the authority of the Board in the management of the
Corporation; provided, however, that such committee may in no case
act to the exclusion of the Board whether in session or not. For
purposes of administering deferred compensation and stock option
and similar plans, the Board, by resolution adopted by a majority
of the directors, may designate two or more persons (who may or
may not be directors) to constitute one or more committees, which
committees, to the extent provided in the enabling resolution,
will have and may exercise all of the authority of the Board in
the administration of such plans. The Board, by resolution adopted
by a majority of a quorum of directors, may establish other
committees comprised of two or more persons (who may or may not be
directors), which committees, to the extent provided in the
enabling resolution, will have and may exercise all of the
authority of the Board to the extent necessary to compile such
reports as may be required of them; for such committees, the Board
may delegate the authority to appoint members.
(b) Furthermore, no committee is to have authority ( i ) to
declare dividends or distributions, (ii) to approve or to
recommend to shareholders actions or proposals required by statute
to be approved by shareholders, (iii) to fill vacancies on the
Board or any committee thereof (other than a committee whose sole
responsibility is to make recommendations), (iv) to amend the
Bylaws, (v) to approve a plan of merger not requiring shareholder
approval, (vi) to reduce earned or capital surplus, (vii) to
authorize or to approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board, or
(viii) to authorize or to approve the issuance or sale of, or any
contract to issue or to sell , shares or designate the terms of a
series of a class of shares, provided that the Board, having acted
regarding general authorization for the issuance or sale of
shares, or any contract therefor, and, in the case of a series,
the designation thereof, may, pursuant
E-34
<PAGE>
to a general formula or method specified by the Board by
resolution or by adoption of a stock option or other plan,
authorize a committee to fix the terms of any contract for the
sale of the shares and to fix the terms upon which such shares may
be issued or sold, including, without limitation, the price, the
dividend rate, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for
other features of a class of shares or a series of a class of
shares, with full power in such committee to adopt any final
resolution setting forth all terms thereof and to authorize the
statement of the terms of a series for filing with the secretary
of state under the statute.
(c) Neither the designation of any such committee, the
delegation thereto of authority, nor action by such committee
pursuant to such authority is alone to constitute compliance by
any member of the Board, not a member of the committee in
question, with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interests of the
Corporation, and with such care as an ordinarily prudent person in
a like position would use under similar circumstances.
(d) Any member of a standing committee is to remain as such
until the next annual meeting of the Board and until his successor
as a member of the committee is designated and qualified, unless
the enabling resolution by which he was designated established a
greater or lesser term. Any member of an ad hoc committee is to
remain as such until the report of the committee is accepted and
the committee is discharged or until he is removed and replaced by
act of the Board. A member of a committee not reelected to the
Board at the annual meeting of shareholders is to nevertheless
remain on the committee until his term expires as above.
(e) In the event that a vacancy occurs on any committee, such
vacancy must be filled by the Board unless an alternate has been
previously named or authority to appoint has been delegated
pursuant to the third sentence of paragraph 3.9(a); but the
Chairman may, if there is no alternate and no delegation of
authority, designate a director to serve on the committee pending
action by the Board.
3.10 Presumption of Assent. A director who is present at a
meeting of the Board at which action on any matter is taken will
be presumed to have assented to the action taken unless his
dissent be entered in the minutes of the meeting or unless he
files his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
unless he forwards such dissent by registered mail to the
Secretary immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor
of such action.
ARTICLE IV
Administration
4.1 Notices.
(a) Whenever under the provisions of a statute or these
Bylaws notice is required to be given to any shareholder, it must
be given in writing, but it may be given by mail , mailgram, or
telegraph. Whenever under the provisions of a statute or these
Bylaws notice is required to be given
E-35
<PAGE>
to any director, it may be given personally or by mail, mailgram,
telegram, or telephone. Any notice sent by mail, mail gram, or
telegram is proper if sent to the address that appears in the
share transfer books of the Corporation or, if sent to other than
a shareholder, to the last known address of such person or, if it
exists, to the address identified by such person as his notice
address. Any notice sent by mail must be sent first-class, postage
pre-paid.
(b) Any notice sent by mail is effective two days after it is
deposited in the United States mail. Any notice sent by mailgram
is effective one day after sending. Any notice sent by telegram is
effective on the day it is telephoned to the recipient (if the
proper telephone number of recipient is provided) and two days
after it is placed in the local mail by the telegraph company (if
it is not telephoned) . Notwithstanding the foregoing, any notice
actually delivered prior to the foregoing effective dates is to be
effective on the date of actual delivery. Any notice given by
telephone is effective on the day that it is given.
(c) Notice need not be given to any person with whom
communication is made unlawful by any law of the United States of
America or by any rule, regulation, proclamation, or executive
order issued under any such law; and any action or meeting taken
or held without notice to any such person is to have the same
force and effect as if notice had been given to him as otherwise
required.
4.2 Waiver of Notice. Whenever any notice is required to be
given under the provisions of a statute, the Articles of
Incorporation, or these Bylaws such notice may be waived by a
written waiver executed before, at, or after the time stated
therein; notice shall be deemed to be waived by the appearance of
such person or persons at the time stated therein, (or, in the
case of a shareholders' meeting appearance in person or by proxy)
unless such appearance is only and expressly for the purpose of
objecting to such notice.
4.3 Action Without a Meeting. Any action required to, or
which may, be taken at a meeting of the directors, shareholders,
or members of any committee of the Corporation may be taken
without a meeting if a consent in writing setting forth the action
so taken be signed by all of the directors, shareholders, or
members of the committee, as the case may be, entitled to vote
with respect to the subject matter thereof and filed with the
records of proceedings of the shareholders, Board, or committee,
as the case may be.
4.4 Participation by Electronic Means. Shareholders,
directors, or members of any committee may participate in a
meeting by means of conference, telephone, or similar
communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation
will constitute presence in person at the meeting.
4.5 Continuation in Absence of Quorum. If a quorum be present
or properly represented at a duly organized meeting, the persons
present may continue to do business, taking action by vote of a
majority of the quorum, until adjournment, notwithstanding the
withdrawal of enough persons to leave less than a quorum or the
refusal of any person to vote.
E-36
<PAGE>
4.6 Voting Power. Voting power means the right vested, by law
or by the Articles or Bylaws, in the shareholders, or in one or
more classes of shareholders, to vote in the determination of any
particular question or matters.
ARTICLE V
Officers
5.1 Election and Tenure. The Board must elect annually a
president, a treasurer, and a secretary. The Board may elect a
chairman, one or more vice-presidents, a treasurer, and such other
officers and assistant officers as may be determined by the Board.
Any two or more offices may be held by the same person, except the
offices of president and secretary. Each officer so elected or
appointed will continue in office until his successor be elected
or appointed and qualify, or until resignation, removal, death, or
other disqualification. The election of an individual to an office
does not, in and of itself, create any contract rights.
5.2 Resignation, Removal, and Vacancies.
(a) Any officer may resign at any time by giving written
notice thereof to the Board or to the Chairman. Such resignation
will take effect on the date specified therein and no acceptance
of the same is necessary to render the same effective.
(b) Any officer may at any time be removed by the affirmative
vote of a majority of the directors or by a duly authorized
executive committee, but such removal is to be without prejudice
to any contract rights of the individual so removed.
(c) If any office becomes vacant for any reason, the vacancy
may be filled by the Board. An officer elected to fill a vacancy
will hold office for the unexpired term of his predecessor in
office.
5.3 Chairman and President. The Chairman presides at all
meetings of the Board and of the shareholders. In the absence of
(or the failure to elect) the Chairman, the President acts as
Chairman and presides at all meetings of the shareholders. Both
officers perform such other duties as may be assigned them by the
Board.
5.4 Chief Executive/Operating Officer.
(a) Either the Chairman or the President may be named the
chief executive officer (CEO) of the Corporation; in the absence
of designation by the Board, the President is to be the CEO of the
Corporation.
(b) Either the Chairman, the President, or any vice-president
may be designated the chief operating officer (COO) of the
Corporation. In the absence of designation by the Board, the
President is to be the COO of the Corporation.
(c) The responsibility of having general charge of the
business, affairs, and property of the Corporation and control
over its officers, agents, and employees and the responsibility
for general
E-37
<PAGE>
and active management of the Corporation and the responsibility
for seeing that all orders and resolutions of the Board are
carried into effect may be divided by the Board between the CEO
and the COO in such manner as they may choose to establish by
resolution. In the absence of any such stated division, the COO is
to be responsible for day-to-day management and for all non-
officer employees below the level of management (elected
officers), while the CEO is to be responsible for all else. The
CEO may delegate any of his responsibilities to the COO or to any
vice-president. The COO may delegate any of his responsibilities
to any vice-president, with the approval of the CEO.
(d) The CEO, COO, President, and vice-presidents are the only
executive officers. Unless otherwise provided by the Board, in the
absence of:
(i) the CEO, the executive officer appointed by written
instructions of the CEO or, if none, the COO is to act
in the stead of the CEO,
(ii) the COO, the CEO may act or designate a vice-
president to act in the stead of the COO,
(iii) both the CEO and COO, the senior vice-president is
to act in their stead, with the authority passing down
through the vice-presidents in their order of seniority.
Upon the return of any officer senior to the one in authority,
such senior officer is to resume his authority.
5.5 Vice-President.
(a) The Board may elect one or more vice-presidents. Should
more than one vice-president be elected, they are to be designated
"first," "second," etc. Alternatively, in conjunction with the
assignment of specific duties, one or more vice-presidents may be
denominated "executive vice-president," in which event any such is
to be senior in rank to all vice-presidents not so designated.
(b) The vice-presidents are to perform such tasks as may be
delegated to them by the Board, the CEO, or the COO. Any senior
vice president may delegate duties and responsibilities to his
junior, subject to the objection of the CEO.
5.6 Treasurer. The Treasurer must give a bond for the
faithful discharge of his duties if, and in such sum, and with
sureties as the Board may require. The Treasurer has charge and
custody of and is responsible for all funds and securities of the
Corporation and must deposit all such funds in the name of the
Corporation in such bank or other depositories as may be selected
by the Board. The Treasurer collects and receives and gives
receipts for all moneys or securities belonging to the
Corporation. In general, the Treasurer performs all the duties
incident to the office of treasurer and such other duties as from
time to time may be assigned to the treasurer by the Board or by
the CEO.
5.7 Secretary. The Secretary gives, or causes to be given,
notice of all meetings of shareholders and of the Board and
attends all such meetings and keeps a record of their proceedings.
The Secretary is the custodian of the seal of the Corporation and
has power to affix
E-38
<PAGE>
the same to all documents, the execution of which on behalf of the
Corporation is authorized by these Bylaws or by the action of the
Board. The Secretary keeps the minutes of the proceedings of all
shareholder and Board meetings in one or more books provided for
that purpose, keeps a register of the post office address of each
shareholder which has been furnished to the Secretary by such
shareholder ( unless this duty be delegated to a transfer agent) ,
and is the custodian of all such corporate records of the
Corporation. Additionally, the Secretary performs all duties
incident to the office of secretary and such other duties as from
time to time may be assigned to the secretary by the Board or by
the CEO.
5.8 Assistant Treasurers. The assistant treasurers perform
such duties and possess such powers as from time to time may be
assigned to them by the Board, the CEO, or the Treasurer. The
assistant treasurers must give bonds for the faithful discharge of
their duties if, and in such sum and with such sureties as, the
Board may require.
5.9 Assistant Secretaries. The assistant secretaries perform
such duties and possess such powers as from time to time may be
assigned to them by the Board, the CEO, or the Secretary.
5.10 Seniority. In the absence of any designation between
vice presidents or assistant officers, the person first elected or
first listed (in the event two or more are elected simultaneously)
is senior to the next, and the second is senior to the third, etc.
5.11 Salaries. Officers of the Corporation are entitled to
such salaries, emoluments, compensation, or reimbursement as may
be fixed or allowed by the Board.
ARTICLE VI
Power to Contract
6.1 Loans. No loans are to be contracted on behalf of the
Corporation and no evidence of indebtedness is to be issued in its
name unless authorized by resolution of the Board. Such authority
may be general or confined to specific instances.
6.2 Contract. Except for matters in the ordinary course of
day-today business, no obligation on behalf of the Corporation and
no evidence of such obligation is to be issued in its name unless
authorized by resolution of the Board. Such authority may be
general or confined to specific instances.
6.3 Execution of Instruments. Subject to the foregoing
limitations, any executive officer has the power to execute on
behalf and in the name of the Corporation any deed, contract,
bond, debenture, note, or other obligations or evidences of
indebtedness, or proxy, or other instrument requiring the
signature of an officer of the Corporation, except where the
signing and execution thereof be expressly delegated by the Board
to some other officer or agent of the Corporation. Unless so
authorized, no officer, agent, or employee may have any power or
authority to bind the Corporation in any way, to pledge its
credit, or to render it liable pecuniarily for any purpose or in
any amount.
E-39
<PAGE>
6.4 Checks and Endorsements. All checks and drafts upon the
funds to the credit of the Corporation in any of its depositories
must be signed by such of its officers or agents as shall from
time to time be determined by resolution of the Board which may
provide for the use of facsimile signatures under specified
conditions, and all notes, bills receivable, trade acceptances,
drafts, and other evidences of indebtedness payable to the
Corporation will, for the purpose of deposit, discount, or
collection, be endorsed by such officers or agents of the
Corporation or in such manner as from time to time be determined
by resolution of the Board.
6.5 Conflicts of Interest.
(a) No contract or other transaction between the Corporation
and one or more of its directors or any other Corporation, firm,
association, or entity in which one or more of its directors are
directors or officers or are financially interested is to be
either void or voidable solely because of such relationship or
interest or solely because such directors are present at the
meeting of the Board or a committee thereof which authorizes,
approves, or ratifies such contract or transaction or solely
because their votes are counted for such purpose if:
(i) The material fact of such relationship or interest is
disclosed or known to the Board or committee which, in good
faith, authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested
directors, or
(ii) The material fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and
they, in good faith, authorize, approve, or ratify such
contract or transaction by vote or written consent, or
(iii) The contract or transaction was fair and reasonable to
the Corporation as of the time it was authorized, approved,
or ratified.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or
a committee thereof which authorizes, approves, or ratifies such
contract or transaction.
(c) All transactions between the Corporation (and its
subsidiaries) and officers, directors, or holders of five per cent
(5%) or more of the outstanding voting shares of the Corporation
must be on terms that are believed to be no less favorable to the
Corporation than could be obtained from unrelated parties.
ARTICLE VII
Shares of Stock
7.1 Certificates of Share.
(a) The certificates of shares of the Corporation will be in
such form not inconsistent with the Colorado Corporation Code and
the Articles of Incorporation as may be approved by the Board,
E-40
<PAGE>
and must be numbered and entered in the books of the Corporation
as they are issued. They must exhibit the name of this Corporation
and that it is incorporated under the laws of the State of
Colorado, the par value of such share or that it is issued without
par value, the holder's name and number of shares, and such other
matters as may be required by law; and they must be signed: (i) by
the chairman or vice-chairman or by the president or a vice-
president and (ii) by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary and must be sealed with
the seal of the Corporation or a facsimile thereof. Any or all of
the signatures upon a certificate may be facsimilies if the
certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or an employee of
the Corporation.
(b) The Corporation is not to issue fractional shares and is
not to be obligated to make any transfer creating a fractional
interest in a share. The Corporation may issue scrip in registered
or bearer form which scrip
(i) is to entitle the holder (in due course if in
registered form) to receive a certificate for a full
share upon the surrender of such scrip aggregating a
full share,
(ii) is to have no voting rights, no dividend rights,
and no participating rights in the event of liquidation,
(iii) is to be void if not exchanged for certificates
representing full shares within one year of the date of
issuance of such scrip, and
(iv) is to be subject to such other conditions or
modifications of the foregoing as may be established by
the Board by resolution.
(c) In case any officer who has signed a certificate or scrip
ceases to hold such office prior to the issuance or delivery of
the certificate, such certificate may nevertheless be issued and
delivered by the Corporation as though the officer who signed such
certificate or whose facsimile signature may have been used
thereon, had not ceased to be such officer of the Corporation.
7.2 Lost and Destroyed Certificates. In case any share
certificate of the Corporation be alleged to have been destroyed
or lost, the Corporation may not be required to issue a new
certificate in lieu thereof, except upon receipt of evidence
satisfactory to the Board of the destruction or loss of such
certificate, and, if so required by the Board, upon receipt also
of a bond in such sum as the Board may direct, not exceeding
double the value of such share and, if so required, with surety or
sureties satisfactory to the Board to indemnify the Corporation
against any claim that may be made against it on account of the
alleged destruction or loss of such certificate.
7.3 Transfer of Shares.
(a) Transfers of the shares of the Corporation may be made
only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary and upon the
surrender of the certificate or certificates for such shares.
E-41
<PAGE>
(b) The Corporation, under the Articles of Incorporation, has
the right to impose restrictions upon the transfer of any shares
of the Corporation, or any interest therein, from time to time
issued, and any transfer or transfers of any of the shares of the
Corporation or any interest therein, must be made in accordance
with and subject to any such restrictions from time to time so
imposed.
7.4 Share Rights and Options. The Corporation may create and
issue, whether or not in connection with the issuance and sale of
any of its shares or other securities, rights or options entitling
the holders thereof to purchase from the Corporation shares of any
class. Such rights or options must be evidenced in such manner as
the Board may approve and, subject to the provisions of the
Articles of Incorporation, must set forth the terms upon which,
the time within which, and the price at which such shares may be
purchased from the Corporation upon the exercise of any such right
or option. In the absence of fraud in the transaction, the
judgment of the Board as to the adequacy of the consideration
received for such rights or options will be conclusive. The price
to be received for any shares having a par value, other than
treasury shares to be issued upon the exercise of such rights or
options, may not be less than the par value thereof.
SPM Group Restated Bylaws
ARTICLE VIII
Emergency Bylaws
8.1 Operative Event. These emergency Bylaws are to be
operative during any emergency in the conduct of the affairs of
the Corporation resulting from an attack on the United States or
any nuclear or atomic disaster. These emergency Bylaws supersede
any different provisions elsewhere in the Colorado Corporation
Code, the Articles of Incorporation, or Bylaws.
8.2 Emergency Meetings.
(a) A meeting of the board of directors may be called by any
officer or director upon such notice as may be reasonable under
the circumstances, which notice need only be given to such
directors as it may be feasible to reach at the time and by such
means as may be feasible at the time.
(b) The director or directors in attendance at the meeting is
(are) to constitute a quorum.
(c) To the extent required to constitute a quorum at any
meeting of the Board, the officers of the Corporation who are
present are to be deemed, in order of rank, and within the same
rank in the order of seniority, directors for that meeting.
8.3 Emergency Powers. The Board may provide and, from time to
time, modify lines of succession in the event that any or all
officers or agents of the Corporation are for any reason rendered
incapable of discharging their duties.
ARTICLE IX
Miscellaneous
E-42
<PAGE>
9.1 Corporate Seal. The corporate seal will be in such form
as is shown in the margin hereof. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise. The impression of the seal may be made and attested
by either the Secretary or an assistant secretary for the
authentication of contracts or other papers requiring the seal.
9.2 Fiscal Year. The fiscal year of the Corporation will be
the calendar year.
9.3 Corporate Books. Except as otherwise required by statute,
the books and records of the Corporation may be kept within or
without the State of Colorado and the United States of America, at
such place or places as may be from time to time designated by the
Board.
9.4 Amendments. All Bylaws of the Corporation are subject to
alteration, amendment , or repeal , and new Bylaws may be added,
by the affirmative vote of a majority of a quorum of the members
of the Board at any regular or special meeting or by the
shareholders at any annual or special meeting, provided notice of
the proposed amendment or repeal be contained in the notice of
such meeting of shareholders.
CERTIFICATE
The undersigned hereby certifies that he is the duly elected,
qualified, acting, and hereunto authorized (Assistant) Secretary
of the aforesaid Corporation and that the foregoing and annexed
Bylaws constitute a true and complete copy of the Bylaws of said
Corporation as adopted by resolution on 11 January 1985 and
presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affixed hereto the seal of said Corporation, on
this 18th day of January, 1988.
/s/ Robert Wiegand II,
(Assistant) Secretary
(S E A L)
E-43
<PAGE>
Exhibit 12
Form 10KSB
SPM Group, Inc.
SPM GROUP, INC.
MINUTES
THE BOARD OF DIRECTORS
31 January 1992
A meeting of the Board of Director of SPM Group, Inc. was held on
31 January 1992. Present at the meeting was Konrad Ruckstuhl,
being the sole remaining director and Robert Wiegand H )by
telephone), corporate secretary, and J.E. Santaularia, invited
shareholder.
Mr. Ruckstuhl advised that all other directors had resigned,
either at the meeting of 26 September 1991 or thereafter. To
accomplish the work of the company, he, as sole remaining
director, appointed Mr. Wiegand and Mr. Santaularia to the Board.
The Board then adopted the following resolutions:
RESOLVED, that the Bylaws of the corporation be amended by the
repeal and replacement of Paragraph 3.2(a) with the
following:
3.2(a) The number of directors is to be fixed from time to
time by resolution of the Board.
RESOLVED, that the number of directors be fixed at three (3),
provided that, should the number of
directors in office be reduced by resignation or incapacity
of a director, the number of directors is to be reduced to
the number actually in office, but not less than one (1).
At this time, the resignation of Mr. Wiegand was accepted.
The remaining directors proceeded with the business of the
corporation.
It was pointed out that the merger with EEC contemplated at the
meeting of 26 September 1991 did not take place.
The Board elected the following officers:
Konrad Ruckstuhl President
Robert Wiegand II Secretary
There being no further business, the meeting was adjourned.
Respectfully,
Robert Wiegand II, Secretary
E-44
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,607,486
<OTHER-SE> (5,607,486)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
