EMC ENERGIES, INC.
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
January 27, 2000
Commission File No. 0-5391
EMC ENERGIES, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 83-0210365
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 S. HIGHLAND DR, SUITE 202
SALT LAKE CITY, UT 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)274-1011
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
CHANGES IN DOMICILE
Item 5. On January 28, 2000 the Company, through a majority shareholder vote,
changed its domicile to Nevada through a merger with Holographic Systems, Inc.,
a Nevada corporation. The Plan of Merger provided for the dissenting
shareholders to be paid the amount, if any, to which they would be entitled
under the Wyoming Corporation Statues with respect to the rights of dissenting
shareholders. The company also changed its par value to $.001 and the amount of
authorized common stock to 100,000,000.
Exhibits and Reports on Form 8-K
Exhibit Number Description
- -------------- -----------
3.(i).1 Articles of Amendment - Wyoming
3.(i).2 Articles of Incorporation Nevada
3.(i).3 Articles of Amendment - Nevada
3.(ii) By-Laws
2 Articles of Merger Wyoming to Nevada
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
EMC ENERGIES, INC.
Date: 2-16-00 By /S/ Jennifer Ngo
President and Director
ARTICLES OF AMENDMENT
(BY THE BOARD OF DIRECTORS OR INCORPORATORS)
1. The name of the corporation is EMC Energies, Inc.
2. Article IV, first paragraph, is amended as follows:
The aggregate number of shares which the corporation shall have authority
to issue is Ten Million (10,000,00) shares of common stock of a par value
of $.001 per shares. No shareholder shall have the pre-emptive right to
acquire unissued or treasury shares of the corporation.
3. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment
if not contained in the amendment itself:
There is not an exchange, reclassification or cancellation of issued
shares.
4. The date of each amendment's adoption is: January 27, 2000.
5. The amendment was adopted by the Board of Directors by shareholder
consent of a majority of the issued and outstanding shares of the corporation.
Date: January 27, 2000 ________/s/_____________
Jennifer Ngo, President
ARTICLES OF INCORPORATION
OF
EMC ENERGIES, INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is EMC Energies, Inc..
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in
and with real and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter into or exercise contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations or corporations either within or out of
the State of Nevada heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property or the corporation's own securities;
hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof; and in connection therewith, assume or guaranty performance
of any liabilities, obligations or contracts of such persons, firms,
associations or corporations and to conduct the whole or any part of any
business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any state of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conductive to or
expedient for the protection or benefit of the corporation.
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of the
following stock: Ten million (10,000,000) common shares, par value $.001 per
share. Each common share shall have equal rights as to voting and in the event
of dissolution and liquidation. There shall be no commutative voting by
shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire any
shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the
amount of the subscription price has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office and registered agent of the
corporation is Gateway Enterprises, 3230 E. Flamingo Road, Suite 156, Las Vegas,
Nevada, zip code 89121, Clark county. The corporation may maintain such other
office, either within or out of the State of Nevada, as the Board of Directors
may from time to time determine or the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall be
one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the name
and address of the person who is to serve as director until the first annual
meeting of shareholders and until successors are elected is:
Jennifer Ngo
4685 S Highland Dr., Ste 202
Salt Lake City, UT 84117
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or
by resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Jennifer Ngo
4685 S Highland Dr., Ste 202
Salt Lake City, UT 84117
Article IX
Controlling Interest
The provisions of NRS 78.378 to 78.3793 inclusive shall not be applied to
any acquisition of a controlling interest in the corporation.
Dated this 27th day of January, 2000.
______/s/_________________
Jennifer Ngo
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of EMC Energies, Inc., Gateway Enterprises,
with the address at 3230 E. Flamingo Road, Suite 156, Las Vegas, Nevada
89121, Clark county, hereby accepts the appointment as Resident Agent of the
above entitled corporation in accordance with NRS 78.090.
FURTHERMORE, the mailing address for the above registered office is
the same as the above address.
In witness whereof, the duly authorized officer has hereunto set his hand
this 27h day of January, 2000.
Gateway Enterprises
Resident Agent
By: _______/s/_________________
______________________________________________________________
NRS 78.090 Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent, who may be either a natural person
or a corporation, resident or located in the state. Every resident agent must
have a street address, where he maintains an office for the service of process,
and may have a separate mailing address such as a post office box, which may be
different from the street address. The address of the resident agent may be any
bank or banking corporation, or other corporation, located and doing business in
this state. This certificate of acceptance must be filed at the time of the
initial filing of the corporate papers.
ARTICLES OF AMENDMENT
TO THE ARTICLE OF INCORPORATION
OF
EMC ENERGIES, INC.
Pursuant to the provisions of the Revised Business Code Sec. 16-10a-1001
et. seq., the Undersigned corporation adopts the following amendment to the
Articles of Incorporation.
1. The following amendment of the Articles of Incorporation was adopted
by the shareholders of the corporation on January 31, 2000, said
articles are hereby amended and shall read as follows:
________________________________________________________________
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of the
following stock: One hundred million (100,000,000) common shares, par value
$.001 per shares. Each common share shall have equal rights as to voting and in
the event of dissolution and liquidation. There shall be no cumulative voting by
shareholders.
________________________________________________________________
2. The number of shares outstanding at the time of adoption was
7,069,972; and the number of shares entitled to vote thereon was the
same.
3. The number of shares represented at the meeting of the shareholders
was 5,000,000. All shares voted in favor of the amendment. The
shares represented a majority of the issued and outstanding shares.
There were no shares voting against the amendment.
Effective the 31st day of January, 2000
__________/s/________________
Jennifer Ngo
President and Secretary
BY-LAWS OF
EMC Energies, Inc.
ARTICLE 1
Corporate Identification
1.01. Name. The corporation shall transact business under the name
of EMC Energies, Inc.
1.02. Corporate Offices. The Corporation shall maintain such
offices, within or without the State of Nevada, as the Board of Directors
may from time to time designate. The location of the principle office may
be changed by the Board of Directors.
1.03. Seal. The Board of Directors shall provide for a corporate
seal, which shall be circular in form and shall have inscribed thereon the
name of the corporation, the state of incorporation, and the words
"Corporate Seal."
1.04. Fiscal Year. The fiscal year of the corporation shall begin
on the 1st day of July, and shall end on the 30th day of June.
ARTICLE 2
Shareholders
2.01. Place of Meetings. Meetings of the shareholders of the
corporation shall be held at the principal office of the corporation,
unless all shareholders entitled to vote agree in writing to meet
elsewhere.
2.02. Annual Meetings. The annual meeting of the shareholders shall
be held at 10:00 o'clock a.m. on the first Tuesday of October each year.
If this day is a legal holiday, then the meeting shall be held on the
first following day that is not a legal holiday. A failure to hold the
annual meeting shall not impair the ability of the corporation to act or
transact business.
2.03. Special Meetings. Special meetings of the shareholders may be
called by the President or by the Board of Directors, and shall be called
by the President upon the signed written request of the holders of ten
percent or more of the outstanding shares of the corporation entitled to
vote at the meeting. Only business within the purpose or purposes
described in the notice of the meeting may be conducted at a special
meeting of the shareholders.
2.04. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the shareholders, may be taken without a meeting
if a consent, in writing, setting forth the action so taken is signed by a
majority of the shareholders who would have been entitled to vote on the
action had a meeting been held.
2.05. Notice of Meetings. Written notice stating the place, day,
and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed to each shareholder who is entitled to vote at the meeting with the
written or printed signature of the President and Secretary subscribed
thereto, not less than ten nor more than sixty days before the date of the
meeting. A waiver of the notice of any meeting, in writing, signed by the
person entitled to the notice, whether before, at, or after the time
stated therein, shall be deemed equivalent of such notice. Attendance by
a shareholder, without objection to the notice, whether in person or by
proxy, at a shareholders' meeting shall constitute a waiver of notice of
the meeting.
2.06. Closing of Transfer Books. For the purposes of determining
the shareholders who are entitled to notice of or to vote at a meeting of
shareholders or an adjournment thereof, or the shareholders who are
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books
shall be closed for a stated period not to exceed fifty days. If the
stock transfer book shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be not more
than fifty days and, in the case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action requiring
such determination of shareholders, is to be taken. If the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
shareholders, or of 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 the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided
in this section, such determination shall apply to any adjournment thereof
except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.
2.07. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order with the address of, and the number of shares held by
each shareholder, which list, for the period between its compilation and
the meeting for which it was compiled, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by
any shareholder at any time during normal business hours. Such list shall
also be produced and kept open at the time and place of the meeting and
shall be subject to inspection by any shareholder during the meeting. The
original stock transfer book shall be prima facie evidence of the
shareholders entitled to examine such list or transfer books or to vote at
any meeting of shareholders.
2.08. Quorum and Voting. A majority of the outstanding shares of
the corporation entitled to vote, when represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to
time (but not to exceed sixty days) without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally scheduled. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of shareholders sufficient to leave less
than a quorum. Unless a greater vote on a particular matter is required
by law, by the Articles of Incorporation, or by these Bylaws, a majority
vote of the shares present and entitled to vote shall carry any action
proposed or voted on at a shareholders' meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the
shareholder's authorized attorney in fact. Such proxy may be filed with
the Secretary of the corporation before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
2.10. Voting of Shares by Certain Holders. 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 provisions, as the Board of Directors of such corporation may
determine, provided, however, that no shares held by another corporation,
the election of whose directors is controlled by this corporation, shall
be entitled to vote.
Shares held by an administrator, executor, guardian, or conservator
may be voted by such person, either in person or by proxy, without a
transfer of such shares into such person's name. Shares standing in the
name of a trustee may be voted by the trustee, either in person or by
proxy, but a trustee shall not be entitled to vote shares so held without
a transfer of such shares into the trustee's name.
Shares standing in the name of a receiver may be voted by the
receiver, and shares held by or under the control of a receiver may be
voted by the receiver without the transfer thereof into the receiver's
name if the authority to do so is contained in an appropriate order of the
court by whom the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares
so transferred.
Shares of its own stock belonging to the corporation or held by it
in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
ARTICLE 3
Board of Directors
3.01. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors, except as otherwise provided
by law or by the Articles of Incorporation.
3.02. Number, Tenure, and Qualifications. The number of directors
of the corporation shall be no less than one and no more than five. The
number of directors may be changed only as provided in the Articles of
Incorporation. Each director shall hold office until the next annual
meeting of the shareholders and until his or her successor shall have been
elected and qualified. Directors need not be residents of any particular
state or shareholders of the corporation.
3.03. Regular Meetings. A meeting of the Board of Directors shall
be held without notice other than this provision immediately after, and at
the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding
of regular meetings without other notice than such resolution.
3.04. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, wherever located, as the place
for holding a special meeting of the Board of Directors called by them.
Written notice of a special meeting shall be given to each director at
least two days prior to a special meeting, except that if the written
notice is mailed to a director or is given by telegram at least four days
prior notice must be given, which notice shall be deemed given when mailed
or telegraphed. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
3.05. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if a written consent setting forth
the action so taken is signed by all of the directors that would have been
entitled to vote on the action had a meeting been held.
3.06. Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such majority be present at a meeting, a
majority of the directors present may adjourn the meeting from time to
time without further notice. The directors present at a meeting may
continue to transact business until adjournment not withstanding the
withdrawal of directors sufficient to leave less than a quorum.
3.07. Voting Requirements. Except as otherwise provided by law, in
the Articles of Incorporation, or in these Bylaws, a majority vote of the
directors present at a meeting at which a quorum is present shall be
required for an act or resolution under consideration to constitute an act
or resolution of the Board of Directors.
3.08. Vacancies. Any vacancy occurring in the Board of Directors
shall be filled by the Board of Directors until an annual meeting is held
and new directors are elected by the shareholders. Any directorship to be
filled by reason of an increase in the number of directors shall be filled
by election at an annual meeting of shareholders or at a special meeting
of shareholders called for that purpose. A director chosen to fill a
vacancy resulting from an increase in the number of directors shall hold
office until the director's successor shall have been elected and
qualified.
3.09. Compensation. By resolution of the Board of Directors the
directors may be paid their expenses, if any, for attendance at any
meeting of the Board of Directors, and, if such compensation is approved
by a majority vote of the shareholders entitled to vote, may be paid a
fixed sum for attendance at any meeting of the Board of Directors or a
stated salary as director. No payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
3.10. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless the dissent of the director shall be entered in the minutes
of the meeting or unless the director shall file a written dissent to such
action before adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of the action dissented to.
3.11. Removal of Directors. At a special meeting of the
shareholders called expressly for that purpose, Directors may be removed
in the manner provided in this section. One or more directors or the
entire Board of Directors may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote at an
election of directors. No director may be removed if the votes cast
against a director's removal would be sufficient to elect the director if
cumulatively voted at an election of the entire Board of Directors. A
director shall be entitled to receive notice of and a hearing with respect
to his or her removal for cause.
3.12. Standards of Conduct. A director shall discharge his or her
duties as a director, including his or her duties as a member of a
committee, in good faith, with the care an ordinarily prudent person in a
like position would exercise under similar circumstances; and in a manner
that he or she reasonably believes to be in the best interests of the
corporation.
In discharging his or her duties a director is entitled to rely on
information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable and competent
in the matters presented;
(2) legal counsel, public accountants, or other persons as
to matters the director reasonably believes are within the person's
professional or expert competence; or
(3) a committee of the board of directors of which the
director is not a member if the director reasonably believes the
committee merits confidence.
A director is not acting in good faith if the director has knowledge
concerning the matter in question that makes otherwise permissible
reliance unwarranted.
A director is not liable for any action taken as a director, or any
failure to take any action, if he or she performed the duties of office in
compliance with this section.
ARTICLE 4
Officers
4.01. Number, Election and Tenure. The officers of the corporation
shall be a President, a Vice President, a Secretary, and a Treasurer, each
of whom shall be elected by the Board of Directors. Such other officers
and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. All officers of the corporation
shall serve at the pleasure of the Board of Directors for the compensation
fixed under Section 4.09 of these Bylaws. Any two or more offices may be
held by the same person, except as otherwise provided by law.
4.02. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed, with or without cause, by the Board of
Directors whenever in its judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
4.03. Vacancies. Whenever a vacancy shall occur in any office by
reason of death, resignation, increase in number of offices of the
corporation, or otherwise, the vacancy shall be filled by the Board of
Directors, and the officer so elected shall hold office as provided in
Section 4.01 of these Bylaws.
4.04. President. The President shall be the principal executive
officer of the corporation, and, subject to the control of the Board of
Directors, shall have general control of the business, affairs, and
property of the corporation, and control over its agents, officers, and
employees. The President shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, and shall perform such
other duties and exercise such other powers as from time to time may be
assigned to the President by these Bylaws or by the Board of Directors.
4.05. Vice President. The Vice President shall perform all duties
incumbent upon the President during the absence or disability of the
President, and shall perform such other duties as from time to time may be
assigned to the Vice President by these Bylaws or by the Board of
Directors.
4.06. The Secretary. The Secretary shall: (a) keep the minutes of
the shareholders' meetings and of the Board of Directors' meetings in one
or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these bylaws as required by
law; (c) be the custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its
seal, is duly authorized; (d) keep a register of the address of each
shareholder, which shall be furnished to the secretary by such
shareholder; (e) sign with the President, or the Vice President,
certificates for shares of the corporation, the issuance of which shall
have been authorized by a resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g)
perform 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
President or the Board of Directors.
4.07. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her
duties in such sum and with such surety or sureties as the Board of
Directors shall determine. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable to
the corporation from any source whatsoever; (c) deposit all monies
received in the name of the corporation in the banks or other depositories
as shall be selected in accordance with the provisions of Article 5 of
these Bylaws; and (d) perform the duties as from time to time may be
assigned to the Treasurer by the President or the Board of Directors.
4.08. Assistant Secretaries and Treasurers. One or more Assistant
Secretaries or Assistant Treasurers may be appointed by the Board of
Directors. Such persons shall have such duties as from time to time may
be assigned to them by the Board of Directors, the President, or the
Secretary or Treasurer, as the case may be.
4.09. Compensation. The compensation of the officers shall be fixed
or approved from time to time by the Board of Directors and no officer
shall be prevented from receiving such compensation by reason of the fact
that the officer is also a director of the corporation.
ARTICLE 5
Contracts, Loans, Checks, Deposits, and Official Books and Records
5.01. Contracts. The Board of Directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific matters.
5.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. The Board of
Directors shall have the following power with respect to the lending of
funds:
(a) Loans of Funds, Generally. To lend money in furtherance
of any of the purposes of the Corporation; to invest and reinvest
the funds of the Corporation from time to time; and to take and hold
any property as security for the payment of funds so loaned or
invested.
(b) Loans to Employees and Directors. If approved by the
holders of a majority of the voting shares, to lend money and use
its credit to assist any employee or director of the Corporation, if
the Board of Directors determines that such loan or assistance may
benefit the Corporation.
5.03. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidence of indebtedness issued in
the name of the corporation shall be signed by such officer or agent of
the corporation and in such manner as shall from time to time be
determined by a resolution of the Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in
such banks or other depositories as the Board of Directors may by
resolution select.
5.05. Official Books and Records. The official books and records of
the corporation shall consist of the minute book, the stock book, the
stock transfer book, and the books and records of account. The Secretary
shall be responsible for their upkeep and safekeeping. Any shareholder,
either in person or by representative, shall have the right to inspect and
make copies or extracts of the official books and records at any
reasonable time for any lawful purpose.
ARTICLE 6
Capital Stock
6.01. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board
of Directors. Such certificates shall be signed by the President or the
Vice President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and the date of
issue, shall be entered on the stock transfer books of the corporation.
All certificates surrendered to the corporation for transfer shall be
canceled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity
to the corporation as the Board of Directors may prescribe.
6.02. Consideration for Shares. The consideration for the issuance
of shares may be paid, in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. When payment of the consideration for which shares are to be
issued shall have been received by the Corporation, such shares shall be
deemed to be fully paid and nonassessable. In the absence of fraud in the
transaction, the judgment of the Board of Directors as to the value of the
consideration received for shares shall be conclusive. No certificate
shall be issued for any share until the share is fully paid.
6.03. Issuance of Shares. Shares of capital stock of the
corporation shall not be issued except on a majority vote of the Board of
Directors. The vote of each director shall appear in the written minutes
of each Board of Directors' meeting in which the issuance of shares was
approved.
6.04. Dividends. The holders of the capital stock of the
Corporation shall be entitled to receive, when and as declared by the
Board of Directors, solely out of unreserved and unrestricted earned
surplus, dividends payable either in cash, in property, or in shares of
capital stock. No dividends shall be paid upon the capital stock in any
medium if the source out of which it is proposed to pay the dividend is
due to or arises from unrealized appreciation in value or from a
revaluation of assets, or if the Corporation is, or is thereby rendered,
incapable of paying its debts as they become due in the usual course of
its business.
6.05. Uncertified Shares. Shares of the capital stock of the
Corporation shall not be issued without a certificate.
ARTICLE 7
Amendments
7.01. Amendment. These Bylaws may be amended or repealed, and new
bylaws may be adopted, by the holders of a majority of the voting shares
at any annual or special meeting or by a majority vote of the Board of
Directors at any regular or special meeting, except that the shareholders
in amending or repealing a particular bylaw may provide that the Board of
Directors may not amend or repeal that bylaw.
Accepted and Adopted by the Board of Directors on the 27th day of
January, 2000.
By: _______/s/____________
Jennifer Ngo, President
ARTICLES OF MERGER
OF
EMC ENERGIES, INC.
(A Wyoming Corporation)
INTO
EMC ENERGIES, INC.
(A Nevada Corporation)
The Undersigned, being sole Director of EMC Energies, Inc., a Wyoming
Corporation, and the sole officer and director of EMC Energies, Inc., a Nevada
Corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by
the Board of Directors of EMC Energies, Inc., a Wyoming corporation,
and EMC Energies, Inc., a Nevada corporation. The Plan of Merger is
located at the registered office of the surviving corporation.
2. Shareholders owning 5,000,000 of the shares of common stock of EMC
Energies, Inc., a Wyoming corporation, voted in favor of such merger
on January 27, 2000, which number of shares is a majority of the
7,069,972 shares outstanding and are sufficient in number for
approval. The sole shareholder of EMC Energies, Inc., a Nevada
corporation, voted for such a plan of merger on January 27, 2000.
3. EMC Energies, Inc., a Nevada corporation, hereby agrees that it
will promptly pay to the dissenting shareholders, if any, of EMC
Energies, Inc., a Wyoming corporation, the amount, if any, to which
they shall be entitled under the provisions of the Wyoming
Corporation Statutes with respect to the rights of dissenting
shareholders.
Effective the 27h day of January, 2000.
EMC ENERGIES, INC. EMC ENERGIES, INC.
A Wyoming Corporation A Nevada Corporation
By: _____/s/__________________ By: ______/s/__________________
Jennifer Ngo, President/Secretary Jennifer Ngo, President/Secretary
