UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTERNET LAW LIBRARY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Incorporation or Organization)
82-0277987
(I.R.S. Employer Identification Number)
4301 Windfern Road
Houston, Texas
(Address of principal executive offices)
77041
(Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box.[ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following
box. [X]
Securities Act registration statement file numbers to which this form
relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
Item 1. Description of Registrant's Securities to be Registered.
For a full description of the Common Stock, par value $.001 per
share, of Internet Law Library, Inc. (the "Company") being
registered hereby, reference is made to the information contained
under the caption "Description of Capital Stock" in the Prospectus
that forms part of the Company's Registration Statement
(Registration No. 333-75625) filed with the Securities and Exchange
Commission on April 2, 1999. The information contained in the
foregoing Registration Statement, as amended (the "Registration
Statement") and the Prospectus, is incorporated herein by
reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration
statement:
Exhibit
No. Identification of Exhibit
1 Certificate of Incorporation of Planet Resources, Inc.
filed with the Secretary of State of the State of Delaware
on November 13, 1995.
2 Certificate of Amendment of Planet Resources, Inc. filed with
the Secretary of State of the State of Delaware on July 8, 1999.
3 Bylaws of Planet Resources, Inc., as amended on March 26, 1999.
4 Form of certificate representing Common Stock.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrants have duly
caused this Registration Statement on Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized.
INTERNET LAW LIBRARY, INC.
Dated: September 15, 1999
By: Hunter M. A. Carr
Chairman and Chief Executive Officer
Exhibit 1
Certificate of Incorporation of Planet Resources, Inc.,
filed with the Secretary of State of Delaware on November 13, 1995
CERTIFICATE OF INCORPORATION
OF
PLANET RESOURCES, INC.
ARTICLE I
Name
The name of the Corporation is Planet Resources, Inc. (herein the
"Corporation").
ARTICLE 11
Registered Office and Agent
The address of its registered office in the State of Delaware is the
Corporation Trust Center at 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware. The name of
its registered agent at such address is The Corporation Trust
Company.
ARTICLE III
Powers
The purpose for which the Corporation is organized is to transact all
lawful business for which corporations may be incorporated
pursuant to the laws of the State of Delaware. The Corporation shall
have all the powers of a corporation organized under the General
Corporation Law of the State of Delaware.
ARTICLE IV
Term
The Corporation is to have perpetual existence.
ARTICLE V
Capital Stock
The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 11,000,000 of which
10,000,000 are to be shares of common stock, $.001 par value per
share, and of which 1,000,000 are to be shares of serial preferred
stock, $.001 par value per share. The shares may be issued by the
Corporation from time to time as approved by the board of directors
of the Corporation without the approval of the stockholders except
as otherwise provided in this-Article V or the rules of a national
securities exchange if applicable. The consideration for the issuance
of the shares shall be paid to or received by the Corporation in full
before their issuance and shall not be less than the par value per
share. The consideration for the issuance of the shares shall be cash,
services rendered, personal property (tangible or intangible), real
property, leases of real property or any combination of the
foregoing. In the absence of actual fraud in the transaction, the
judgment of the board of directors as to the value of such
consideration shall be conclusive. Upon payment of such
consideration such shares shall be deemed to be fully paid and
nonassessable. In the case of a stock dividend, the part of the
surplus of the Corporation which is transferred to stated capital upon
the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and
series (if any) of capital stock, and the qualifications, limitations
or restrictions thereof, are as follows:
A. Common Stock. Except as provided in this Certificate, the
holders of the common stock shall exclusively posses all voting
power. Subject to the provisions of this Certificate, each holder of
shares of common stock shall be entitled to one vote for each share
held by such holders.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class or
series of stock having preference over the common stock as to the
payment of dividends, the full amount of dividends and sinking fund
or retirement fund or other retirement payments, if any, to which
such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock, and on any
class or series of stock entitled to participate therewith as to
dividends, out of any assets legally available for the payment of
dividends, but only when and as declared by the board of directors
of the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set
aside for payment, to the holders of the outstanding shares of any
class having preference over the common stock in any such event,
the full preferential amounts to which they are respectively entitled,
the holders of the common stock and of any class or series of stock
entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision
for payment of all debts and liabilities of the Corporation,
to receive the remaining assets of the Corporation available for
distribution, in cash or in kind.
Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects with,
all the other shares of common stock of the Corporation.
B. Serial Preferred Stock. Except as provided in this Certificate, the
board of directors of the Corporation is authorized, by resolution or
resolutions from time to time adopted, to provide for the issuance of
serial preferred stock in series and to fix and state the powers,
designations, preferences and relative, participating, optional or
other special rights of the shares of each such series, and the
qualifications, limitation or restrictions thereof, including, but not
limited to determination of any of the following:
(1) the distinctive serial designation and the number of shares
constituting such series;
(2) the rights in respect of dividends, if any, to be paid on the
shares of such series, whether dividends shall be cumulative and,
if so, from which date or dates, the payment or date or dates for
dividends, and the participating or other special rights, if any,
with respect to dividends;
(3) the voting powers, full or limited, if any, of the shares of such
series;
(4) whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions upon
which such shares may be redeemed;
(5) the amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation;
(6) whether the shares of such series shall be entitled to the
benefits of a sinking or retirement fund to be applied to the purchase
or redemption of such shares, and, if so entitled, the amount of such
fund and the manner of its application, including the price or prices
at which such shares may be redeemed or purchased through the
application of such funds;
(7) whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the
Corporation and, if so convertible or exchangeable, the conversion
price or prices, or the rate or rates of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;
(8) the subscription or purchase price and form of consideration for
which the shares of such series shall be issued; and
(9) whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of
serial preferred stock and whether such shares may be reissued as
shares of the same or any other series of serial preferred stock.
Each share of each series of serial preferred stock shall have the
same relative powers, preferences and rights as, and shall be
identical in all respects with, all the other shares of the Corporation
of the same series, except the times from which dividends on
shares which may be issued from time to time of any such series
may begin to accrue.
ARTICLE VI
Preemptive Rights
No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or
series of stock or of other securities of the Corporation shall have
any preemptive right to purchase or subscribe for any unissued
stock of any class or series, or any unissued bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock or carrying any right to purchase stock may
be issued pursuant to resolution of the board of directors of
the Corporation to such persons, firms, corporations or
associations, whether or not holders thereof, and upon such terms
as may be deemed advisable by the board of directors in the
exercise of its sole discretion.
ARTICLE VII
Repurchase of Shares
The Corporation may from time to time, pursuant to authorization
by the board of directors of the Corporation and without action by
the stockholders, purchase or otherwise acquire shares of any class,
bonds, debentures, notes, scrip, warrants, obligations, evidences or
indebtedness, or other securities of the Corporation in such manner,
upon such terms, and in such amounts as the board of directors shall
determine; subject, however, to such limitations or restrictions, if
any, as are contained in the express terms of any class of shares of
the Corporation outstanding at the time of the purchase or
acquisition in question or as are imposed by law.
ARTICLE VIII
Meetings of Stockholders; Cumulative Voting
A. No action that is required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in
lieu of a meeting of stockholders, unless the action to be effected by
written consent of stockholders and the taking of such action by
such written consent have expressly been approved in advance by
the board of directors of the Corporation.
B. Special meeting of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the board of
directors of the Corporation, or by a committee of the board of
directors which as been duly designated by the board of directors
and whose powers and authorities, as provided in a resolution of the
board of directors or in the bylaws of the Corporation, include the
power and authority to call such meetings but such special meetings
may not be called by another person or persons.
C. There shall be no cumulative voting by stockholders of any
class or series in the election of directors of the Corporation.
D. Meetings of stockholders may be held at such place as the
bylaws may provide.
ARTICLE IX
Notice for Nominations and Proposals
A. Nominations for the election of directors and proposals for any
new business to be taken up at any annual or special meeting of
stockholders may be made by the board of directors of the
Corporation or by any stockholder of the Corporation entitled to
vote generally in the election of directors. In order for a stockholder
of the Corporation to make any such nominations and/or proposals
at an annual meeting or such proposals at a special meeting, he or
she shall give notice thereof in writing, delivered or mailed by first
class United States mail, postage prepaid, to the Secretary of the
Corporation of less than thirty days nor more than sixty days prior to
any such meeting; provided, however, that if less than forty days'
notice of the meeting is given to stockholders, such written notice
shall be delivered or mailed, as prescribed, to the Secretary of the
Corporation not later than the close of the tenth day following the
day on which notice of the meeting was mailed to stockholders.
Each such notice given by a stockholder with respect to nominations
for the election of directors shall set forth (1) the name, age,
business address and, if known, residence address of each nominee
proposed in such notice, (2) the principal occupation or employment
of each such nominee, and (3) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination shall promptly
provide any other information reasonably requested by the
Corporation.
B. Each such notice given by a stockholder to the Secretary with
respect to business proposals to bring before a meeting shall set
forth in writing as to each matter. (1) a brief description of the
business desired to be brought before the meeting and the reasons
for conducting such business at the meeting; (2) the name and
address, as they appear on the Corporation's books, of the
stockholder proposing such business; (3) the class and
number of shares of the Corporation which are beneficially owned
by the stockholder, and (4) any material interest of the stockholder
in such business. Notwithstanding anything in this Certificate to the
contrary, no business shall be conducted at the meeting except in
accordance with the procedures set forth in this Article.
C. The Chairman of the annual or special meeting of stockholders
may, if the facts warrant, determine and declare to such meeting that
a nomination or proposal was not made in accordance with the
foregoing procedure, and, if he should so determine, he shall so
declare to the meeting and the defective nomination or proposal
shall be disregarded and laid over for action at the next succeeding
adjourned, special or annual meeting of the stockholders taking
place thirty days or more thereafter. This provision shall not require
the holding of any adjourned or special meeting of stockholders for
the purpose of considering such defective nomination
or proposal.
ARTICLE X
Directors
A. Number, Vacancies. The number of directors of the Corporation
shall be such number, not less than one nor more than 15 (exclusive
of directors, if any, to be elected by holders of preferred stock of
the Corporation), as shall be provided from time to time in a
resolution adopted by the board of directors, provided that no
decrease in the number of directors shall have the effect of
shortening the term of any incumbent director, and provided further
that no action shall be taken to decrease or increase the number of
directors from time to time unless at least two-thirds of the
directors then in office shall concur in said action. Exclusive of
directors, if any, elected by holders of preferred stock vacancies
in the board of directors of the Corporation, however caused, and
newly created directorships shall be filled by a vote of two-thirds
of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of the class to
which the director has been chosen expires and when the director's
successor is elected and qualified. The board of directors shall be
classified in accordance with the provisions of Section B of this
Article X.
B. Classified Board. The board of directors of the Corporation
(other than directors which may be elected by the holders of
preferred stock), shall be divided into three classes of directors
which shall be designated Class 1, Class H and Class 1H. The
members of each class shall be elected for a term of three years and
until their successors are elected and qualified. Such classes shall be
as nearly equal in number as the then total number of directors
constituting the entire board of directors shall permit, exclusive of
directors, if any, elected by holders of preferred stock, with the
terms of office of all members of one class expiring each year.
Should the number of directors not be equally divisible by three, the
excess director or directors shall be assigned to Classes I or H as
follows: (1) if there shall be an excess of one directorship over the
number equally divisible by three, such extra directorship shall be
classified in Class 1; and (2) if there be an excess of two
directorships over a number equally divisible by three, one shall be
classified in Class I and the other in Class H. At the organizational
meeting of the Corporation, directors of Class I shall be elected to
hold office for a term expiring at the first annual meeting of
stockholders, directors of Class H shall be elected to hold office for
a term expiring at the second succeeding annual meeting
of stockholders and directors of Class HI shall be elected to hold
office for a term expiring at the third succeeding annual meeting
thereafter.
Thereafter, at each succeeding annual meeting, directors of each
class shall be elected for three year terms. Notwithstanding the
foregoing, the director whose term shall expire at any annual
meeting shall continue to serve until such time as his successor shall
have been duly elected and shall have qualified unless his position
on the board of directors shall have been abolished by action taken
to reduce the size of the board of directors prior to said meeting.
Should the number of directors of the Corporation be reduced,
the directorship(s) eliminated shall be allocated among classes as
appropriate so that the number of directors in each class is as
specified in the position(s) to be abolished. Notwithstanding the
foregoing, no decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Should the
number of directors of the Corporation be increased, other than
directors which may be elected by the holders of preferred stock, the
additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class
is as specified in the immediately preceding paragraph.
Whenever the holders of any one or more series of preferred stock
of the Corporation shall have the right, voting separately as a class,
to elect one or more directors of the Corporation, the board of
directors shall include said directors so elected and not be in
addition to the number of directors fixed as provided in this Article
X. Notwithstanding the foregoing, and except as otherwise may be
required by law, whenever the holders of any one or more series of
preferred stock of the Corporation elect one or more directors of the
Corporation, the terms of the director or directors elected by such
holders shall expire at the next succeeding annual meeting of
stockholders.
ARTICLE XI
Removal of Directors
Notwithstanding any other provision of this Certificate or the
bylaws of the Corporation, any director or all the directors of a
single class (but not the entire board of directors) of the Corporation
may be removed, at any time, but only for cause and only by the
affirmative vote of the holders of at least 75% of the voting power
of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for
that purpose. Notwithstanding the foregoing, whenever the holders
of any one or more series of preferred stock of the Corporation shall
have the right, voting separately as a class, to elect one or more
directors of the Corporation, the preceding provisions of this Article
M shall not apply with respect to the director or directors elected by
such holders of preferred stock.
ARTICLE XII
Approval of Certain Business Combinations
The stockholder vote required to approve Business Combinations
(as hereinafter defined) shall be as set forth in this section.
A. (1) Except as otherwise expressly provided in this Article XII,
and in addition to any other vote required by law, the affirmative
vote required by law, the affirmative vote of the holders of (i) at
least 75% of the voting power of the outstanding shares entitled to
vote thereon (and, if any class or series of shares is entitled to vote
thereon separately the affirmative vote of the holders of at least 75%
of the outstanding shares of each such class or series), and (ii) at
least a majority of the outstanding shares entitled to vote thereon,
not including shares deemed beneficially owned by a Related Person
(as hereinafter defined), shall be required in order to authorize any
of the following:
(a) any merger or consolidation of the Corporation or a subsidiary
of the Corporation with or into a Related person (as hereinafter
defined);
(b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage or pledge, of all or any
Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any voting securities of
a subsidiary) or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other disposition of all or
any Substantial Part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation,
(e) the issuance of any securities of the Corporation or a subsidiary
of the Corporation to a Related Person other than on a pro rata basis
to all holders of capital stock of the Corporation of the same class or
classes held by the Related person, pursuant to a stock split, stock
dividend or distribution or warrants or rights, and other than in
connection with the exercise or conversion of securities exercisable
for or convertible into securities of the Corporation or any of its
subsidiaries which securities have been distributed pro rata to all
holders of capital stock of the Corporation;
(f) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the Corporation, or
any recapitalization involving the common stock of the Corporation
or any similar transaction (whether or not with or into or otherwise
involving a Related Person) that has the effect directly or indirectly,
of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity or convertible securities of
the Corporation or any subsidiary that are directly or indirectly
owned by any Related Person; and
(h) any agreement, contract or other arrangement providing for any
of the transactions described in this Article XII.
(2) Such affirmative vote shall be required notwithstanding any
other provision of this Certificate, any provision of law, or any
agreement with any regulatory agency or national securities
exchange which might otherwise permit a lesser vote or no vote;
provided, however, that in no instance shall the provisions of this
Article XII require the vote of greater than 85% of the voting power
of the outstanding shares entitled to vote thereon for the approval of
a Business Combination.
(3) The term "Business Combination"' as used in this Article XII
shall mean any transaction which is referred to in any one or more
of subparagraphs A(l)(a) through (h) above.
B. The provisions of paragraph A shall not be applicable to any
particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by any other
provision of this Certificate, any provision of law, or any agreement
with any regulatory agency or national securities exchange, if the
Business Combination shall have been approved in advance by a
two-thirds vote of the Continuing Directors (as hereinafter defined;
provided, however, that such approval shall only be effective if
obtained at a meeting at which a continuing Director Quorum (as
hereinafter defined) is present.
C. For the purposes of this Article XII the following definitions
apply:
(1) The term "Related Person"' shall mean and include (i) any
individual, corporation, partnership or other person or entity which
together with its "affiliates" or "associates" (as those terms are
defined in the Act) "beneficially owns" (as that there is defined in
the Act) in the aggregate 10% or more of the outstanding shares of
the common stock of the Corporation; and (ii) any "affiliate" or
"associate"" (as those terms are defined in the Act) of any such
individual, Corporation, partnership or other person or entity;
provided, however, that the term "Related person shall not include
the Corporation, any subsidiary of the Corporation, any employee
benefit plan, employee stock plan of the Corporation or of any
subsidiary of the Corporation, or any trust established by the
Corporation in connection with the foregoing, or any person or
entity organized, appointed, established or holding shares of capital
stock of the Corporation for or pursuant to the terms of any such
plan, nor shall such term encompass shares of capital stock of the
Corporation held by any of the foregoing (whether or not held in a
fiduciary capacity or otherwise). Without limitation, any shares of
the common stock of the Corporation which any Related Person has
the right to acquire pursuant to any agreement or upon exercise or
conversion rights, warrants or options, or otherwise, shall be deemed
"beneficially owned" by such Related Person.
(2) The term "Substantial Part" shall mean more than 25% of the
total assets of the entity at issue as of the end of its most recent
fiscal year ending prior to the time the determination is made.
(3) The term "Continuing Director" shall mean any member of the
board of directors of the Corporation who is unaffiliated with and
who is not the Related Person and was a member of the board prior
to the time that the Related Person became a Related Person, and
any successor of a Continuing Director who is unaffiliated with and
who is not the Related Person and is recommended to succeed a
Continuing Director by a majority of Continuing Directors then on
the board.
(4) The term "Continuing Director Quorum" shall mean two-thirds
of the Continuing Directors capable of exercising the powers
conferred on them.
ARTICLE XIII
Evaluation of Business Combinations
In connection with the exercise of its judgment in determining what
is in the best interests of the Corporation and of the stockholders,
when evaluating a Business Combination (as defined in Article XII)
or a tender or exchange offer, the board of directors of the
Corporation shall, in addition to considering the adequacy of the
amount to be paid in connection with any such transaction, consider
all of the following factors and any other factors which it deems
relevant; (A) the social and economic effects of the transaction on
the Corporation and its subsidiaries, employees and customers,
creditors and other elements of the communities in which the
Corporation and its subsidiaries operate or are located; (B) the
business and financial condition and earnings prospects of the
acquiring person or entity, including, but not limited to, debt
service and other existing financial obligations, financial
obligations to be incurred in connection with the acquisition and
other likely financial obligations of the acquiring person or entity
and the possible effect such conditions upon the Corporation and its
subsidiaries and the other elements of the communities in which the
Corporation and its subsidiaries operate or are located; and (C)
the competence, experience, and integrity of the acquiring person
or entity and its or their management.
ARTICLE XIV
Indemnification
Any person who was or is a party or is or is threatened to be made a
party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(whether or not by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, incorporator, employee,
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise (including an employee benefit
plan), shall be entitled to be indemnified by the corporation to the
full extent then permitted by law against expenses (including counsel
fees and disbursements), judgments, fines (including excise taxes
assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement incurred by him in connection with such
action, suit, or proceeding. Such right of indemnification shall inure
whether or not the claim asserted is based on matters which antedate
the adoption of this Article XIV. Such right of indemnification shall
continue as to a person who has ceased to be a director, officer,
incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a
person. The indemnification provided by this Article XIV shall not
be deemed exclusive of any other rights which may be provided
now or in the future under any provision currently in effect or
hereafter adopted of the bylaws, by any agreement, by vote of
stockholders, by resolution of disinterested directors, by provisions
of law, or otherwise.
ARTICLE XV
Limitations on Directors' Liability
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except: (A) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(B) for acts or omissions that are not in good faith or that involve
intentional misconduct or a knowing violation of law, (C) under
Section 174 of the General Corporation Law of the State of
Delaware, or (D) for any transaction from which the director derived
any improper personal benefit. If the General Corporation law of the
State of Delaware is amended after the date of filing of this
Certificate to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE XVI
Amendment of Bylaws
In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly
authorized to adopt, repeal, alter, amend and rescind the bylaws of
the Corporation by a vote of two-thirds of the board of directors.
Notwithstanding any other provision of this Certificate or the
bylaws of the Corporation, and in addition to any affirmative vote
required by law (and notwithstanding the fact that some lesser
percentage may be specified by law), the bylaws shall be adopted,
repealed, altered, amended or rescinded by the stockholders of the
Corporation only by the vote of the holders of not less than 75% of
the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose (provided that notice of such
proposed adoption, repeal, alteration, amendment or rescission is
included in the notice of such meeting), or, as set forth above, by
the board of directors.
ARTICLE XVII
Amendment of Certificate of Incorporation
Subject to the provisions hereof, the Corporation reserves the right
to repeal, alter, amend or rescind any provision contained in this
Certificate in the manner now or hereafter prescribed by law, and all
rights conferred on stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing at any time and from
time to time, the provisions set forth in Articles VIII, IX, X, XI,
XII, XIII, XIV, XV, XVI and this Article XVII may be repealed,
altered, amended or rescinded in any respect only if the same is
approved by the affirmative vote of the holders of not less than 75%
of the voting power of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (considered for this purpose as a single class) cast at
a meeting of the stockholders called for that purpose (provided that
notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting).
ARTICLE XVIII
The name and address of the incorporator is:
Danyel Owens
770 South Post Oak Lane
Suite 435
Houston, Texas 77056
I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation pursuant to the General Corporation Law of
Delaware, does make and file this Certificate of Incorporation,
hereby declaring and certifying that the facts herein stated are true,
and accordingly have hereunto set my hand this 29th day of
November, 1995.
/s/ Danyel Owens
Exhibit 2 to 8-A
Certificate of Amendment of Planet Resources, Inc., filed with the
Secretary of State of Delaware on July 8, 1999
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 0710812999
991278749 - 2566126
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Planet Resources, Inc., a corporation organized and existing under
and by virtue of the General Law of the State of Delaware, corporate
file number 2566126, certifies:
First: That at a meeting of the Board of Directors of Planet
Resources, Inc., on March 31, 1999, resolutions were duly adopted
setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Article 1, Name, thereof so
that, as amended, said Article shall be and read:
The name of the Corporation is Internet Law Library, Inc. (herein
the "Corporation").
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the first sentence of Article V,
Capital Stock, to increase the number of shares of common stock so
that, as amended, said sentence shall be and read:
The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 31 million, of which 30
million are to be shares of common stock $.001 par value per share,
and of which 1 million are to be shares of serial preferred stock,
$.001 per share.
Second: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of the Corporation
was duly called and held upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at
which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
Third: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
Fourth: That the capital of the Corporation is not reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, Planet Resources, Inc., has caused this
certificate to be signed by Hunter M. A. Carr, President, an
Authorized Officer, this 7th day of July, 1999.
By:/s/ Hunter M. A.Carr
Hunter M.A. Carr, Authorized Officer
Title: President
Exhibit 3 to 8-A
Bylaws of Planet Resources, Inc., as amended on March 26, 1999.
BY LAWS
OF
PLANET RESOURCES, INC.
Amended March 26, 1999
Planet Resources, Inc.
A Delaware Corporation
BY LAWS
ARTICLE I
Principal Executive Office
The principal executive office of Planet Resources, Inc. (the
"Corporation") shall be at 1415 Louisiana, Suite 3100, Houston,
Texas 77002. The Corporation may also have offices at such other
places within or without the State of Texas as the board of directors
shall from time to time determine.
ARTICLE H
Stockholders
SECTION 1. Place of Meetings, All annual and special meetings
of stockholders shall be held at the principal executive office of the
Corporation or at such other place within or without the State of
Delaware as the board of directors may determine and as designated
in the notice of such meeting.
SECTION 2. Annual Meeting. A meetings of the stockholders of the
Corporation for the election of directors and for the transaction of
any other business of the Corporation shall be held annually at such
date and time as the board of directors may determine.
SECTION 3. Special Meetings. Special meeting of the stockholders
of the Corporation for any purpose or purposes may be called at any
time by the board of directors of the Corporation, or by a committee
of the board of directors which as been duly designated by the board
of directors and whose powers and authorities, as provided in a
resolution of the board of directors or in the By Laws of the
Corporation, include the power and authority to call such meetings
but such special meetings may not be called by another person or
persons.
SECTION 4. Conduct of Meetings. Annual and special meetings
shall be conducted in accordance with these By Laws or as
otherwise prescribed by the board of directors. The chairman or the
chief executive officer of the Corporation shall preside at such
meetings.
SECTION 5. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and the purpose or purposes for which
the meeting is called shall be mailed by the secretary or the officer
performing his duties, not less than ten days nor more than fifty days
before the meeting to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books
or records of the Corporation as of the record date prescribed in
Section 6, with postage thereon prepaid. If a stockholder be present
at a meeting, or in writing waive notice thereof before or after the
meeting, notice of the meeting to such stockholder shall be
unnecessary. When any stockholders' meeting, either annual or
special, is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting, It shall
not be necessary to give any notice of the time and place of any
meeting adjourned for less than thirty days or of the business to be
transacted at such adjourned meeting, other than an announcement
at the meeting at which such adjournment is taken.
SECTION 6. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or stockholders entitled to
receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the
board of directors shall fix in advance a date as the record date for
any such determination of stockholders. Such date in any case shall
be not more than sixty days, and in case of a meeting of
stockholders, not less than ten days prior to the date on which the
particular action, requiring such determination of stockholders,
is to be taken.
When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof .
SECTION 7. 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 stockholders, a complete
record of the stockholders entitled to vote at such meeting or any
adjournment thereof, with the address of and the number of shares
held by each. The record, for a period of ten days before such
meeting, shall be kept on file at the principal executive office of the
Corporation, whether within or outside the State of Texas, and shall
be subject to inspection by any stockholder for any purpose germane
to the meeting at any time during usual business hours. Such record
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
stockholder for any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the stockholders entitled to
examine such record or transfer books or to vote at any meeting of
stockholders.
SECTION 8. Quorum. One-fourth of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than
one-fourth of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
SECTION 9. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact. Proxies solicited on behalf of the
management shall be voted as directed by the stockholder or, in the
absence of such direction, as determined by a majority of the board
of directors. No proxy shall be valid after eleven months from the
date of its execution unless otherwise provided in the proxy.
SECTION 10. Voting. At each election for directors every
stockholder entitled to vote at such election shall be entitled to one
vote for each share of stock held. Unless otherwise provided by the
Certificate of Incorporation, by statute, or by these By Laws, a
majority of those votes cast by stockholders at a lawful meeting
shall be sufficient to pass on a transaction or matter, except in the
election of directors, which election shall be determined by a
plurality of the votes of the shares present in person or by proxy at
the meeting and entitled to vote on the election of directors.
SECTION 11. Voting of Shares in the Name of Two or More
Persons. When ownership of stock stands in the name of two or
more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders of
the Corporation any one or more of such stockholders may cast, in
person or by proxy, all votes to which such ownership is entitled. In
the event an attempt is made to cast conflicting votes, in person or
by proxy, by the several persons in whose name shares of stock
stand, the vote or votes to which these persons are entitled shall be
cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be
cast for such stock if a majority cannot agree.
SECTION 12. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by any officer,
agent or proxy as the By Laws of such corporation may prescribe,
or, in the absence of such provision, as the board of directors of
such corporation may determine. Shares held by an administrator,
executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name. Shares
standing in the name of a receiver may be voted by such receiver,
and shares held in. or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.
A stockholder 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.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other
corporation are held by the Corporation, shall be voted at any meeting
or counted in determining the total number of outstanding shares at
any given time for purposes of any meeting.
SECTION 13. Inspectors of Election. In advance of any meeting of
stockholders, the chairman of the board or the board of directors
may appoint any persons, other than nominees for office, as
inspectors of election to act at such meeting or any adjournment
thereof. The number of inspectors shall be either one or three. If the
board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting. If inspectors of
election are not so appointed, the chairman of the board may make
such appointment at the meeting. In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may
be filled by appointment in advance of the meeting or at the meeting
by the chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock
and the voting power of each share, the shares of stock represented
at the meeting, the existence of a quorum, the authenticity, validity
and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in
connection with the right to vote; counting and tabulating all votes
or consents; determining the result; and such acts as may be proper
to conduct the election or vote with fairness to all stockholders.
SECTION 14. Nominating Committee. The board of directors or a
committee appointed by the board of directors shall act as
nominating committee for selecting the management nominees for
election as directors. Except in the case of a nominee substituted as
a result of the death or other incapacity of a management nominee, the
nominating committee shall deliver written nominations to the
secretary at least twenty days prior to the date of the annual meeting.
Provided such committee makes such nominations, no nominations
for directors except those made by the nominating committee shall
be voted upon at the annual meeting unless other nominations by
stockholders are made in writing and delivered to the secretary of
the Corporation in accordance with the provisions of the
Corporation's Certificate of Incorporation.
SECTION 15. New Business. Any new business to be taken up at
the annual meeting shall be stated in writing and filed with the
secretary of the Corporation in accordance with the provisions of the
Corporation's Certificate of Incorporation. This provision shall not
prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at
such annual meeting unless stated and filed as provided in the
Corporation's Certificate of Incorporation.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the
Corporation shall be under the direction of its board of directors.
The chairman shall preside at all meetings of the board of directors.
SECTION 2. Number, Term and Election. The number of directors
of the Corporation shall be such number, not less than one nor more
than 15 (exclusive of directors, if any, to be elected by holders of
preferred stock of the Corporation), as shall be provided from time
to time in a resolution adopted by the board of directors, provided
that no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director, and provided further
that no action shall be taken to decrease or increase the number of
directors from time to time unless at least two-thirds of the directors
then in office shall concur in said action. Exclusive of directors, if
any, elected by holders of preferred stock, vacancies in the board of
directors of the Corporation, however caused, and newly created
directorships shall be filled by a vote of two-thirds of the directors
then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which the director has
been chosen expires and when the director's successor is elected and
qualified. The board of directors shall be classified in accordance
with the provisions of Section 3 of this Article Ill.
SECTION 3. Classified Board. The board of directors of the
Corporation (other than directors which may be elected by the
holders of preferred stock), shall be divided into three classes of
directors which shall be designated Class 1, Class 11 and Class 111.
The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. Such classes
shall be as nearly equal in number as the then total number of
directors constituting the entire board of directors shall permit,
exclusive of directors, if any, elected by holders of preferred stock,
with the terms of office of all members of one class expiring each
year. Should the number of directors not be equally divisible by
three, the excess director or directors shall be assigned to Classes I
or II as follows: (1) if there shall be an excess of one directorship
over the number equally divisible by three, such extra directorship
shall be classified in Class I; and (2) if there be an excess of two
directorships over a number equally divisible by three, one shall be
classified in Class I and the other in Class Il. At the organizational
meeting of the Corporation, directors of Class I shall be elected to
hold office for a term expiring at the first annual meeting of
stockholders, directors of Class II shall be elected to hold office for
a term expiring at the second succeeding annual meeting of
stockholders and directors of Class Ill shall be elected to hold office
for a term expiring at the third succeeding annual meeting thereafter.
Thereafter, at each succeeding annual meeting, directors of each
class shall be elected for three year terms. Notwithstanding the
foregoing, the director whose term shall expire at any annual
meeting shall continue to serve until such time as his successor shall
have been duly elected and shall have qualified unless his position
on the board of directors shall have been abolished by action taken
to reduce the size of the board of directors prior to said meeting.
Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as
appropriate so that the number of directors in each class is as
specified in the position(s) to be abolished. Notwithstanding the
foregoing, no decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Should the
number of directors of the Corporation be increased, other than
directors which may be elected by the holders of preferred stock,
the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as
specified in the immediately preceding paragraph.
Whenever the holders of any one or more series of preferred stock
of the Corporation shall have the right voting separately as a class,
to elect one or more directors of the Corporation, the board of
directors shall include said directors so elected and not be in
addition to the number of directors fixed as provided in this Article
III. Notwithstanding the foregoing, and except as otherwise may be
required By Law, whenever the holders of any one or more series of
preferred stock of the Corporation elect one or more directors of the
Corporation, the terms of the director or directors elected by such
holders shall expire at the next succeeding annual meeting of
stockholders.
SECTION 4. Regular Meetings. A regular meeting of the board of
directors shall be held at such time and place as shall be determined
by resolution of the board of directors without other notice than such
resolution.
SECTION 5. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman, the
chief executive officer or one-third of the directors. The person
calling the special meetings of the board of directors may fix any
place as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of the directors may participate in special
meetings by means of telephone conference or similar
communications equipment by which all persons participating in the
meeting can hear each other. Such participation shall constitute
presence in person.
SECTION 6. Notice. Written notice of any special meeting shall be
given to each director at least two days previous thereto delivered
personally or by telegram or at least seven days previous thereto
delivered by mail at the address at which the director is most likely
to be reached. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage
thereon prepaid if mailed or when delivered to the telegraph
company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the secretary. 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 at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 7. Quorum. A majority of the number of directors fixed
by Section 2 shall constitute a quorurn for the transaction of
business at any meeting of the board of directors, but if less than
such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time. Notice of any
adjourned meeting shall be given in the same manner as prescribed
by Section 5 of this Article III.
SECTION 8. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be
the act of the board of directors, unless a greater number is
prescribed by these By Laws, the Certificate of Incorporation, or the
General Corporation Law of the State of Delaware.
SECTION 9. Action Without a Meeting Any action required or
permitted to be taken by the board of directors at a meeting may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors.
SECTION 10. Resignation. Any director may resign at any time by
sending a written notice of such resignation to the home office of the
Corporation addressed to the chairman. Unless otherwise specified
therein such resignation shall take effect upon receipt thereof by the
chairman.
SECTION 11. Vacancies. Any vacancy occurring on the board of
directors shall be filled in accordance with the provisions of the
Corporation's Certificate of Incorporation. Any directorship to be
filled by reason of an increase in the number of directors may be
filled by the affirmative vote of two-thirds of the directors then in
office or by election at an annual meeting or at a special meeting of
the stockholders held for that purpose. The term of such director
shall be in accordance with the provisions of the Corporation's
Certificate of Incorporation.
SECTION 12. Removal of Directors. Any director or the entire
board of directors may be removed only in accordance with the
provisions of the Corporation's Certificate of Incorporation.
SECTION 13. Compensation. Directors, as such, may receive
compensation for service on the board of directors. Members of
either standing or special committees may be allowed such
compensation as the board of directors may determine.
SECTION 14. Age Limitation. No Person 80 years or more of age
shall be eligible for election, reelection, appointrnent or
reappointment to the board of the Corporation. No director shall
serve as such beyond the annual meeting of the Corporation
immediately following the director becoming 80 years of age. This
age limitation does not apply to an advisory director.
ARTICLE IV
Committees of the Board of Directors
The board of directors may, by resolution passed by a majority of
the whole board, designate one or more committees, as they may
determine to be necessary or appropriate for the conduct of the
business of the Corporation, and may prescribe the duties,
constitution and procedures thereof Each committee shall consist of
one or more directors of the Corporation appointed by the chairman.
The chairman may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
The chairman shall have power at any time to change the members
of, to fill vacancies in, and to discharge any committee of the board.
Any member of any such committee may resign at any time by
giving notice to the Corporation; provided, however, that notice to
the board, the chairman of the board, the chief executive officer, the
chairman of such committee, or the secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take
effect upon receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any member
of any such committee may be removed at any time, either
with or without cause, by the affirmative vote of a majority of the
authorized number of directors at any meeting of the board called
for that purpose.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the Corporation shall be a
chairman, a president, one or more vice presidents, a secretary and a
treasurer, each of whom shall be elected by the board of directors.
The board of directors may designate one or more vice presidents as
executive vice president or senior vice president. The board of
directors may also elect or authorize the appointment of such other
officers as the business of the Corporation may require. The officers
shall have such authority and perform such duties as the board of
directors may from time to time authorize or determine. In the
absence of action by the board of directors, the officers shall have
such powers and duties as generally pertain to their respective
offices.
SECTION 2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the board of directors at the
first meeting of the board of directors held after each annual meeting
of the stockholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until his successor shall have been
duly elected and qualified or until his death or until he shall resign
or shall have been removed in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall not of
itself create contract rights. The board of directors may authorize the
Corporation to enter into an employment contract with any officer in
accordance with state law; but no such contract shall impair the right
of the board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.
SECTION 3. Removal. Any officer may be removed by vote of
two-thirds of the board of directors whenever, in its judgment the
best interests of the Corporation will be served thereby, but such
removal, other than for cause, shall be without prejudice to the
contract rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the board of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall
be fixed from time to time by the board of directors, and no officer
shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.
SECTION 6. Age Limitation. No person 80 or more years of age
shall be eligible for election, reelection, appointment or
reappointment as an officer of the Corporation. No officer shall
serve beyond the annual meeting of the Corporation immediately
following the officer becoming 80 or more years of age.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by applicable law,
and except as otherwise prescribed by the Corporation's Certificate
of Incorporation or these By Laws with respect to certificates for
shares, the board of directors or the executive committee may
authorize any officer, employee, or agent of the Corporation to enter
into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation. Such authority may be general
or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its
name unless authorized by the board of directors. Such authority
may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by one or
more officers, employees or agents of the Corporation in such
manner, including in facsimile form, as shall from time to time be
determined by resolution of the board of directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in any of its duly authorized depositories as the board
of directors may select.
ARTICLE V1I
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the Corporation
shall be represented by certificates signed by the chairman of the
board of directors or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant
secretary of the Corporation, and may be sealed with the seal of the
Corporation or a facsimile thereof.
Any or all of the signatures upon a certificate may be facsimiles 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, If any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to
be such officer before the certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at
the date of its issue.
SECTION 2. Form of Share Certificates. All certificates
representing shares issued by the Corporation shall set forth upon
the face or back that the Corporation will furnish to any stockholder
upon request and without charge a full statement of the designations,
preferences, limitations, and relative rights of the shares of each
class authorized to be issued, the variations in the relative rights and
preferences between the shares of each such series so far as the same
have been fixed and determined, and the authority of the board of
directors to fix and determine the relative rights and preferences of
subsequent series.
Each certificate representing shares shall state upon the face thereof.
that the Corporation is organized under the laws of the State of
Delaware; the name of the person to whom issued; the number and
class of shares, the designation of the series, if any, which such
certificate represents; the par value of each share represented by
such certificate, or a statement that the shares are without par value.
Other matters in regard to the form of the certificates shall be
determined by the board of directors.
SECTION 3. Payment for Shares. No certificate shall be issued for
any share until such share is fully paid.
SECTION 4. Form of Payment for Shares. The consideration for the
issuance of shares shall be paid in accordance with the provisions of
the Corporation's Certificate of Incorporation.
SECTION 5. Transfer of Shares. Transfer of shares of capital stock
of the Corporation shall be made only on its stock transfer books.
Authority for such transfer shall be given only to the holder of
record thereof or by his legal representative, who shall furnish
proper evidence of such authority, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
SECTION 6. Lost Certificates. The board of directors may direct a
new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that
may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the Corporation shall end on the last day of June
of each year. The Corporation shall be subject to an annual audit as
of the end of its fiscal year by independent public accountants
appointed by and responsible to the board of directors.
ARTICLE IX
Dividends
Dividends upon the stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in
the Corporation's own stock.
ARTICLE X
Corporation Seal
The corporate seal of the Corporation shall be in such form as the
board of directors shall prescribe.
ARTICLE XI
Amendments
In accordance with the Corporation's Certificate of Incorporation,
these By Laws may be repealed, altered, amended or rescinded by
the stockholders of the Corporation only by vote of not less than
75% of the voting power of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting
of the stockholders called for that purpose (provided that notice of
such proposed repeal, alteration, amendment or rescission is
included in the notice of such meeting). In addition, the board of
directors may repeal, alter, amend or rescind these By Laws by vote
of two-thirds of the board of directors at a legal meeting held in
accordance with the provisions of these By Laws.
PLANET RESOURCES, INC.
Exhibit 4 to 8-A
Form of Certificate representing Common Stock.
(This is a specimen copy of the stock certificate.)
