FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DALLAS GOLD AND SILVER EXCHANGE, INC. (formerly the AMERICAN PACIFIC MINT, INC.)
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(Exact name of registrant as specified in its charter)
Nevada 88-0097334
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2817 Forest Lane, Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Securities to be registered
Pursuant to Section 12(b) of the Act:
NOT APPLICABLE
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) check the
following box. ( X )
Securities to be registered
Pursuant to Section 12(g) of the Act:
Common Stock, $ .01 Par Value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered.
Common Stock, $ .01 Par Value
Each outstanding share of the Registrant's Common Stock, $ .01 par value (the
"Common Stock") being registered hereby is entitled to one vote, either in
person or by proxy, in all maters which may be voted upon by the holders thereof
at a meeting of stockholders. Cumulative voting is not permitted so that the
holders of more than 50% of the issued and outstanding Common Stock present at a
meeting would be able to elect the entire Board of Directors.
Holders of the Common Stock are entitled to such dividends as may be declared by
the Board of Directors, and in the event of liquidation, dissolution or winding
up of the Registrant, are entitled to receive on a pro rata basis all assets of
the Registrant remaining after satisfaction of all liabilities. The issued and
outstanding shares of the Registrant's Common Stock are duly authorized, validly
issued, fully paid and non-assessable. The shares of the Registrant's Common
Stock have no conversion rights and are not subject to redemption, further calls
or assessments. Holders of the Common Stock have no preemptive rights to
purchase additional shares of any class of the Registrant's capital stock.
Item 2. Exhibits.
3.1 Articles of Incorporation of Registrant dated September 17, 1965
3.2 Certificate of Amendment to Articles of Incorporation of Registrant dated
October 14, 1981
3.3 Certificate of Resolution of Registrant dated October 14, 1981
3.4 Certificate of Amendment to Articles of Incorporation of Registrant dated
July 15, 1986
3.5 Certificate of Amendment to Articles of Incorporation of Registrant dated
August 23, 1998
3.6 Certificate of Amendment to Articles of Incorporation of Registrant dated
June 26, 1992
3.7 By-laws of the Registrant Certified by the Secretary dated March 2, 1992
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: June 23, 1999
By: /s/ John Benson
----------------------
John Benson
Chief Financial Officer
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
CANYON STATE MINING CORPORATION OF NEVADA
.....
FIRST. The name of the corporation is
CANYON STATE MINING CORPORATION OF NEVADA.
<PAGE>
SECOND. Its principal office in the State of Nevada is located
at One East First Street, Reno, Washoe County, Nevada 89505. The name and
address of its resident agent is The Corporation Trust Company of Nevada, One
East First Street, Reno, Nevada.
THIRD. The nature of the business, or objects or purposes
proposed to be transacted, promoted or carried on are: To mine, produce,
purchase, acquire, own, prepare for market, sell and otherwise dispose of
minerals, metals, ores and any other useful or valuable substances, deposits or
products.
To engage in any lawful activity and to manufacture, purchase,
or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and
transfer or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.
To hold, purchase and convey real and personal estate and to
mortgage or lease any such real and personal estate with its franchises and to
take the same by devise or bequest.
To acquire, and pay for in cash, stock, or bonds of this
corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage, or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trade-marks and trade names,
<PAGE>
relating to or useful in connection with any business of this corporation.
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of or
any bonds, securities or evidences to the indebtedness created by any other
corporation or corporations of this state, or any other state of government,
and, while owner of such stock, to exercise all the rights, powers and
privileges of ownership, including the right to vote thereon.
To borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose to its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful objects.
To purchase, hold, sell and transfer shares of its own capital
stock, and use therefor its capital, capital surplus, surplus, or other property
or funds; provided it shall not use its funds or property for the purchase of
its own shares of capital stock when such use would cause any impairment of its
capital; and provided further, that shares of its own capital stock belonging to
it shall not be voted upon, directly or indirectly, nor counted as outstanding,
for the purpose of computing any stockholders' quorum or vote.
<PAGE>
To conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in this state, and in
any of the several states, territories, possessions and dependencies of the
United States, the District of Columbia, and in any foreign countries.
To do all and everything necessary and proper for the
accomplishment of the objects hereinbefore enumerated or necessary or incidental
to the protection and benefit of the corporation, and, in general, to carry on
any lawful business necessary or incidental to the attainment of the objects of
the corporation, whether or not such business is similar in nature to the
objects hereinbefore set forth.
The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to or inference from the terms of any other clause in these articles
of incorporation, but the objects and purposes specified in each of the
foregoing clauses of this article shall be regarded as independent objects and
purposes.
FOURTH. The amount of the total authorized capital stock of
the corporation is FIVE MILLION DOLLARS ($5,000,000.00) consisting of Five
Million (5,000,000) shares of stock of the par value of ONE DOLLAR ($1.00) each.
FIFTH. The governing board of this corporation shall be known
as directors, and the number of directors, may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than three (3).
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The names and post-office addresses of the first board of
directors, which shall be three (3) in number, are as follows:
NAME POST-OFFICE ADDRESS
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William R. Burns, Jr. 16930 Magnolia Boulevard
Escondido, California
Dr. Edward Heiman 16930 Magnolia Boulevard
Escondido, California
A.A. Olsen 510 Main Street
Fallon, Nevada
SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to assessment to pay
the debts of the corporation.
SEVENTH. The name and post-office address of each of the
incorporators signing the articles of incorporation are as follows:
NAME POST-OFFICE ADDRESS
L. Bell One East First Street
Reno, Nevada
D. Pennock One East First Street
Reno, Nevada
M. Driskill One East First Street
Reno, Nevada
EIGHTH. The corporation is to have perpetual existence.
NINTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
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Subject to the by-laws, if any, adopted by the stockholders,
to make, alter or amend the by-laws of the corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in, to authorize and cause to be executed mortgages
and liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to
designate one (1) or more committees, each committee to consist of two (2) or
more of the directors of the corporation, which, to the extent provided in the
resolution or in the by-laws of the corporation, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a stockholders' meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
<PAGE>
TENTH. Meetings of stockholders may be held outside the State
of Nevada, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
ELEVENTH. No holder of stock shall have any right, as such
holder, to purchase or subscribe for or otherwise acquire any shares of stock,
or any securities or obligations convertible into or any right or option to
purchase, any shares of stock at any time hereafter issued or sold, but any and
all such stock, obligations, rights and options may be issued and disposed of by
the Board of Directors to such persons, firms, corporation and associations and
for such lawful consideration, and on such terms, as the Board of Directors, in
its discretion, may determine, without first offering the same or any thereof to
the stockholders.
TWELFTH. At all elections of directors of this corporation
each holder of stock possessing voting power shall be entitled to as many votes
as shall equal the number of his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for or any two or more of
them, as he may see fit.
THIRTEENTH. This corporation reserves the right to amend,
alter, change or repeal any provision contained in the articles of
incorporation, in the manner now or hereafter prescribed by statute, or by the
articles of incorporation, and all rights conferred upon stockholders herein are
granted subject to this reservation.
<PAGE>
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file these articles
of incorporation, hereby declaring and certifying that the facts herein stated
are true, and accordingly have hereunto set our hands this 16th day of
September, 1965.
/S/ L. Bell
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/S/ D. Pennock
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/S/ M. Driskill
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Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CANYON STATE MINING CORPORATION OF NEVADA
L.S. Smith and William P. Cordeiro do hereby certify that;
1. They are the President and the Secretary, respectively, of Canyon
State Mining Corporation of Nevada, a Nevada Corporation.
2. At a meeting of the Board of Directors of Canyon State Mining
Corporation of Nevada held on August 5, 1981, the Board of Directors
adopted resolutions, pursuant to the provisions of Section 78.390 of
the Nevada Revised Statutes, to amend Article First and Article Fourth
of the Articles of Incorporation, and to repeal Article Twelfth of the
Articles of Incorporation in full. The amendments were set forth in
said resolution and it was further resolved that the proposed
amendments and the advisability of adoption thereof be presented to
the stockholders at a Special Meeting of Stockholders.
3. At a Special Meeting of Stockholders, a meeting duly noticed and held
on October 13, 1981, the stockholders voted, pursuant to Section
78.390 of the Nevada Revised Statutes, either in person or by proxy,
to adopt the amendments asset forth and recommended by the Board of
Directors. The Article First was adopted by 3,086,985 shares of Common
Stock voting in favor and 13,200 shares of Common Stock opposed. The
amendment to Article Forth was adopted by 2,982,610 shares of Common
Stock voting in favor and 55,150 shares of Common Stock opposed. The
repeal of article Twelfth was adopted by 2,975,735 shares of Common
Stock voting in favor and 49,450 shares of Common Stock Voting
opposed. There were a total of 4,794,376 shares of Common Stock
outstanding and entitled to vote at the Special Meeting of
Stockholders.
4. Said Articles were amended by the adoption of the following
resolution:
<PAGE>
1. Resolved: That the Article First of the Articles of Incorporation of
this Corporation shall be amended as follows;
"First. The name of the Corporation is Canyon State Corporation."
2. Resolved: That Article Forth of the Articles of Incorporation of this
Corporation shall be amended to read as follows:
" Forth. This Corporation is authorized to issue only one Class of
shares of stock; and the total number of shares which this Corporation
is authorized ti issue is 15,000,000 shares of Common Stock, $ .01 par
value per share."
3. Resolved: That Article Twelfth of the Articles of Incorporation of
this Corporation shall be repealed in full.
IN WITNESS WHEREOF, the undersigned hereby executed this Certificate of
Amendment this 13 day of October, 1981.
/S/ L.S. Smith
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President
/ S/ William P. Cordeiro
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Secretary
FILED: OCTOBER 14, 1981
Exhibit 3.3
Certificate of Resolution
Adopted By
Canyon State Mining Corporation of Nevada
L.S. Smith and William P. Cordeiro do hereby certify that,
1. They are the President and the Secretary, respectively, of Canyon
State Mining Corporation of Nevada, a Nevada Corporation.
2. That at a meeting of the Board of Directors of Canyon State Mining
Corporation of Nevada held on August 5, 1981, the Board of Directors
adopted, pursuant to the provisions of Section 78.415 of the Nevada
Revised Statutes, the following resolution :
Resolved:
1. That each five (5) shares of Common Stock, $ 1 par value, of this
Corporation, issued and outstanding as of the effective date of the
reverse split shall be reverse split into one (1) of Common Stock, $ 1
par value, of this Corporation.
That this Corporation shall not issue fractional shares of Common
Stock resulting from the reverse split. Holders of Common Stock who
would otherwise be entitled to receive fractional shares shall be
entitled to receive scrip from the Corporation representing the
fractional share interest. A full share certificate will be issued
only in exchange for scrip equal to one or more full shares. The scrip
shall not entitle the holder to any rights as a stockholder and the
scrip shall be void unless the rights of the holders thereof are
exercised prior to the close of business on the ninetieth (90th) day
following the filing of the certificate effecting the reverse split
whit the office of the Secretary of State of Nevada.
It was further resolved that the proposed reverse stock split and the
advisability of the adoption thereof be presented to the stockholders
at a special meeting of stockholders.
<PAGE>
2. That at a Special Meeting of Stockholders, duly noticed and held on
October 13, 1981, the Stockholders voted, pursuant to Section 78.415
of the Nevada Revised Statutes, either in person or by proxy, to adopt
the resolution as adopted by and recommended by the Board of
Directors. The resolution was adopted by 2,945,410 shares of Common
Stock voting in favor and 83,150 shares of Common Stock opposed. There
were a total of 4,794,376 shares of Common Stock outstanding and
entitled to vote at the Special meeting.
IN WITNESS WHEREOF, the undersigned hereby executed this certificate this
13th day of October, 1981.
/S/ L.S. Smith, president
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/S/ William P. Cordeiro, Secretaty
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FILED: OCTOBER 14, 1981
Exhibit 3.4
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CANYON STATE CORPORATION
Richard R. Ziser and L.S. Smith do hereby certify that:
1. They are the President and the Secretary, respectively, of Canyon
State Corporation, a Nevada corporation.
2. At a meeting of the Board of Directors of Canyon State Corporation
duly held on May 1, 1986, the Board of Directors adopted resolution,
pursuant to the provisions of Section 78.390 of the Nevada Revised
Statutes, to amend Article First of the Articles Of Incorporation. The
amendments were set forth in said resolutions and it was Further
resolved that the proposed amendments and the advisability of adoption
Thereof be presented to the stockholders at the Annual Meeting of
Stockholders.
3. At the Annual Meeting of Stockholders, a meeting duly noticed and held
on June 25, 1986, the stockholders voted, either in person or by
proxy, to adopt The amendments as set forth and recommended by the
Board of Directors. The amendment to Article First was adopted by
9,496,374 shares of Common Stock voting in favor and 2,000 shares of
Common Stock voting opposed. The Amendment to Article Forth was
adopted by 9,457,712 shares of Common Stock Voting in favor and 11,482
shares of Common Stock Voting opposed. There Were a total of
12,849,293 shares of Common Stock outstanding and entitled To vote at
the Annual Meeting of Stockholders.
4. Said Articles were amended by the adoption of the following
resolutions:
1. Resolved: That Article First of the Articles of Incorporation of
this Corporation shall be amended to read in full as follows:
"First. The name of the Corporation is The American Pacific Mint,
Inc."
2. Resolved: That Article Fourth of the Articles of Incorporation of
this Corporation shall be amended in full as follows:
"Fourth. This Corporation is authorized to issue one class of
shares of stock; and the total number of shares which this
Corporation is authorized to issue is 20,000,000 shares of Common
Stock, $ .01 par value.
<PAGE>
IN WITNESS WYHEREOF, the undersigned hereby executed this Certificate of
Amendment this 7th day of July, 1986.
By: /s/ Richard R. Ziser, President
---------------------------
By: /s/ L.S. Smith, Secretary
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FILED: JULY 15, 1986
Exhibit 3.5
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE AMERICAN PACIFIC MINT, INC.
L.S. Smith certifies that:
1. He is the president and Secretary of The American Pacific Mint, Inc.,
a Nevada corporation (the "Corporation").
2. The board of Directors of the Corporation, by unanimous written
consent action dated as of June 23, 1988, adopted resolutions to amend
Article Fourth of the Articles of Incorporation and to add a new
Article Fourteenth. The amendments were set forth in said resolutions
and it eas further resolved that the proposed amendments and the
advisability of adoption thereof br presented to stockholders at the
Annual Meeting of Stockholders.
3. At the Annual Meeting of Stockholders, a meeting duly noticed and held
on August 22, 1988, the stockholders voted, in person or by proxy, to
adopt the amendments as set forth and recommended by the board of
directors. The amendment to Article Fourth was adopted by 12,121,298
shares of Common Stock voting in favor and 11,000 shares of Common
Stock opposed. The addition of Article Fourteenth was adopted by
12,122,815 shares of Common Stock voting in favor and 8,500 shares of
Common Stock voting opposed. There were a total of 16,404,088 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting
of Stockholders.
4. Said Articles were amended by the adoption of the following
resolutions;
1. Resolved: That Article Fourth of the Articles of Incorporation of
this Corporation shall be amended to read in full as follows:
"Fourth. Capital Stock: The total authorized capital stock of the
Corporation shall consist of Ten Million (10,000,000) shares of Common
Stock of the par value of one cent ($ .01) each. Each six (6) shares
of the Corporation's common stock issued at the time the Certificate
of Amendment containing this amendment is filed with the Secretary of
State of the State of Nevada shall be and hereby are automatically
changed and reclassified without further action into one (1) fully
paid and nonassessable share of the Corporation's common stock,
provided that no fractional shares shall be issued and instead, one
(1) fully paid and nonassessable share of the Corporation's common
stock shall be issued in the place of each fractional share resulting
from such change and reclassification."
<PAGE>
2. Resolved: That Article Fourteenth is hereby added to the Articles
of Incorporation of this Corporation, which Article shall read in
full as follows:
"Fourteenth. Liabilities of officers and directors: A person
who is or was a Director or Officer of the Corporation shall
not be personally liable for any Breach of his/her fiduciary
duty as a Director or Officer, except to the Extent such
liability may not be eliminated by applicable law from time
to Time in effect."
IN WITNESS WHERE OF, the undersigned hereby executed this Certificate of
Amendment this 22nd day of August, 1988.
The American Pacific Mint, Inc.
/S/ L.S. Smith, President and Secretary
-----------------------------------
FILED: AUGUST 23, 1988
Exhibit 3.6
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE AMERICAN PACIFIC MINT, INC.
William H. Oyster and L.S. Smith do hereby certify that:
1. They are the President and Secretary, respectively, of The American Pacific
Mint, Inc., a Nevada corporation.
2. At a meeting of the Board of Directors of The American Pacific Mint, Inc.
duly Held on March 25, 1992, the Board of Directors adopted resolutions
pursuant to the provisions of Section 78.315 of the Nevada Revised
Statutes, to amend Article First of the Articles of Incorporation. The
amendment was set forth in said resolution and it was further resolved that
the proposed amendment and the advisability of adoption thereof be
presented to the stockholders at the Annual Meeting of Stockholders.
3. At the Annual Meeting of Stockholders, a meeting duly noticed and held on
June 18, 1992, the stockholders voted, either in person or by proxy, to
adopt the amendment as set forth and recommended by the Board of Directors.
The amendment to Article First was adopted by 4,048,228 shares of Common
Stock voting in favor and 3,233 shares of Common Stock voting opposed.
There were a total of 5,626,148 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting of Stockholders.
4. Said Articles were amended by adoption of the following resoultion:
Resolved: That Article First of the Articles of Incorporation of this
Corporation shall be amended to read in full as follows:
"First. The name of the Corporation is Dallas Gold & Silver Exchange, Inc."
IN WITNESS WHEREOF, the undersigned executed this Certificate of Amendment
this 22nd day of June, 1992.
The American Pacific Mint, Inc.
By: /s/ William H. Oyster, President
--------------------------------
By: /s/ L.S. Smith. Secretary
--------------------------------
FILED: June 26, 1992
Exhibit 3.7
BYLAWS
OF
CANYON STATE CORPORATION
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. Principal Executive office.
The principal executive office of the corporation shall be located at such place
as the board of directors shall from time to time determine.
Section 2. Other Offices.
Other offices may at any time be established by the board of directors at any
place or places either within or without the State of Nevada.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings.
All meetings of shareholders shall be held at the principal executive office of
the corporation or at any other place within or without the State of Nevada
which may be designated either by the board of directors or by the stockholders
in accordance with these bylaws.
Section 2. Annual Meetings.
The board of directors by resolution shall designate the time, place and date
(which shall be in the case of the first annual meeting, not more than thirteen
(13) months after the organization of the corporation and, in the case of all
other annual meetings, no more than thirteen (13) months after the date of the
last annual meeting)' of the annual meeting of the shareholders for the election
of directors and the transaction of any other proper business.
<PAGE>
Section 3. Special Meetings.
Special meetings of the shareholders, for the purpose of taking any action which
is within the powers of the shareholders, may, be called by the chairman of the
board, or by the president, or by the board of directors, or by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting.
Section 4. Notice of Meetings of Shareholders.
(a) Written notice of each meeting of shareholders, whether annual or special,
shall be given to each shareholder entitled to vote thereat, either personally
or by first class mail or other means of written communication, charges prepaid,
addressed to such shareholder at the address of such shareholder appearing on
the books of the corporation or given by such shareholder to the corporation for
the purpose of notice. if any notice addressed to the shareholder at the address
of such shareholder appearing an the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal executive office of the
corporation for a period of one (1) year from the date of the giving of the
notice to all other shareholders. If no address appears on the books of the
corporation or is given by the shareholder to the corporation for the purpose of
notice, notice shall be, deemed to have been given to such shareholder if given
either personally or by first class mail or other means of written communication
addressed to the place where the principal executive office of the corporation
is located, or if published at least once in a newspaper of general circulation
in the county in which the principal executive office is located.
b) All such notices shall be given not less than ten (10) days nor more than
sixty (60) days before the meeting to each shareholder entitled to vote thereat.
Any such notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed by the secretary, assistant secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.
C10014:2
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(c) All such notices shall state the place, date, hour of such meeting and the
general nature of the business to be transacted at such meeting, and no other
business may be transacted thereat. In the case of an annual meeting" such
notice shall also state those matters which the board of directors at the time
of the mailing of the notice intends to present for action by the shareholders.
Any proper matter may be presented at an annual meeting of shareholders though
not stated in the notice, provided that unless the general nature of a proposal
to be approved by the shareholders relating to the following matters is stated
in the notice or a written waiver of notice, any such shareholder approval will
require unanimous approval of all shareholders entitled to vote:
(1) A proposal to approve a' contract or other transaction between the
corporation and one or more of its directors or any corporation, firm or
association in which one or more of its directors has a material financial
interest or is also a director;
(2) A proposal to amend the articles of incorporation;
(3) A proposal to approve the principal terms of a reorganization:
(4) A proposal to wind up and dissolve the corporation;
(5) If the corporation has both preferred and common shares
outstanding and the corporation is in the
process of winding up, a proposal to adopt a plan of distribution of shares,
obligations or securities of any other corporation or assets other than money
which is not in accordance with the liquidation rights of the preferred shares
as specified in the articles.
(d) The notice of any meeting at which directors are to be elected shall include
the names of nominees intended at the time of the notice to be presented by
management for election.
(e) Upon request in writing that a special meeting of shareholders be called for
any proper purpose, directed to the chairman of the board, president, vice
president or secretary by any person (other than the board) entitled to call a
special meeting of shareholders, the officer forthwith shall cause notice to be
given to the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the
C10014:2
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<PAGE>
meeting, not less than thirty-five (35) nor more than sixty (60) days after
receipt of the request.
Section 5. Quorum.
The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a I quorum.
Section 6. Adjourned Meetings and Notice
Thereof.
(a) Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by vote of a majority of the shares,
the holders of which are either present in person or by proxy thereat, but in
the absence of a quorum, no other business may be transacted at any such
meeting, except as provided in Section 5 of this Article 11.
(b) When a shareholders' meeting is adjourned to another time or place, except
as provided in this subsection (b), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. if the
adjournment is for more than forty-five (45) days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
Section 7. Voting.
(a) Voting Rights of Shares and Shareholders.
(1) Except as provided in Section 78.330 of the General Corporation Law
(Election of Directors) and except as may be otherwise provided in the articles
of incorporation of this corporation, each outstanding share, regardless of
class, shall be entitled to one (1) vote on each matter submitted to a vote of
shareholders.
(2) Any holder of shares entitled to vote on any matter may vote part of the
shares in favor of the
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proposal and refrain from voting the remaining shares or vote them against the
proposal, other than elections to office, but, if the shareholder fails to
specify the number of shares such shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is with respect
to all shares such shareholder is entitled to vote.
(b) Record Date Requirements.
(1) In order that the corporation may determine the shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise any
rights in respect of any other la,4ful action, the board may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting nor more than sixty (60) days prior to any
other action.
(2) If no record date is fixed:
(a) The record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day preceding the day an which notice is given or, if notice is waived,
at the close of business on the business day next preceding the day on which the
meeting is held.
(b) The re-card date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the board
has been taken, shall be the day an which the first written consent is given.
(c) The record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
(3) A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.
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(4) Shareholders at the close of business an the record date are entitled to
notice and to vote or to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the articles or by agreement or in the General
Corporation Law.
(c) Voting of Shares by Fiduciaries, Receivers,
Pledgeholders and Minors.
(1) Subject to subdivision (3) of subsection
(d) hereof, shares held by an administrator, executor, guardian, conservator or
custodian may be voted by such holder either in person or by proxy, without a
transfer of such shares into the holder's name; and shares standing in the name
of a trustee may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by such trustee without a transfer
of such shares into the trustee's name.
(2) Shares standing in the name of a receiver may be voted by such receiver; and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into the receiver's name if authority to do so is
contained in the order of the court by which such receiver was appointed.
(3) Subject to the provisions of Section 10 and except where otherwise agreed in
writing between the parties, 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.
(4) Shares standing in the name of a minor may be voted and the corporation may
treat all rights incident thereto as exercisable by the minor, in person or by
proxy, whether or not the corporation has notice, actual or constructive, of the
nonage, unless a guardian of the minor's property has been appointed and written
notice of such appointment given to the corporation.
(5) If authorized to vote the shares by the power of attorney by which the
attorney in fact was appointed, shares held by or under 'the control of an
attorney in fact may be voted and the corporation may treat all rights incident
thereto as exercisable by the attorney in fact, in person or by proxy, without
the transfer of the shares into the name of the attorney in fact.
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(d) Voting of shares by Corporations.
(1) Shares of this corporation standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxyholder as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the board of such other corporation may determine or, in the
absence of such determination, by the chairman of the board, president or any
vice president of such other corporation, or by any other person authorized to
do so by the chairman of the board, president or any vice president of such
other corporation. Shares which are purported to be voted or any proxy purported
to be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this subdivision, unless the contrary is
shown.
(2) Shares of this corporation owned by a subsidiary of this corporation shall
not be entitled to vote an any matter.
(3) Shares of this corporation held by this corporation in a fiduciary
capacity,, and any of its shares held in a fiduciary capacity by a subsidiary of
this corporation, shall not be entitled to vote on any matter, except to the
extent that the settler or beneficial owner possesses and exercises a right to
vote or to give this corporation or the subsidiary of this corporation binding
instructions as to how to vote such shares.
(a) Voting of Shares Owned of Record by Two or More Persons.
(1) If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as community property, tenants by the entirety, voting trustees,
persons entitled to vote under a shareholder voting agreement or otherwise, or
if two or more persons (including proxyholders) have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:
(a) If only one votes, such act binds all;
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(b) If more than one vote, the act of the majority so voting binds all;
(c) If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionately.
If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of this section shall be a majority or even split in interest.
(f) Election of Directors; cumulative voting.
(1) Every shareholder complying with subdivision (2) and entitled to vote in any
election of directors may cumulate such shareholder's votes and give one (1)
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholders's shares are
normally entitled, or distribute the shareholder's votes on the same principle
among as many candidates as the shareholder thinks fit.
(2) No shareholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes greater than the number of votes which such
shareholder normally is entitled to cast) unless such candidate or candidates'
names have been placed in nomination prior to the voting and the shareholder has
given notice at the meeting prior to the voting of the shareholder's intention
to cumulate the shareholder's votes. If any one (1) shareholder has given such
notice, all shareholders may cumulate their votes for candidates in nomination.
(3) In any election of directors, the candidates receiving the highest number of
affirmative votes of the shares entitled to be voted for them up to the number
of directors to be elected by such shares are elected; votes against the
director and votes withheld shall have no legal effect.
(4) Elections for directors need not be by ballot unless a shareholder demands
election by ballot at the meeting and before the voting begins.
Section 8. Waiver of Notice and Consent of
Absentees.
The transactions of any meeting of shareholders, however called and noticed and
wherever held, are as valid as though had at a meeting duly held after regular
call and
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notice, if a quorum is present either in person or by proxy, and if, either
before or after the meeting, each of the persons entitled to vote, not present
in person or by proxy, signs a written waiver of notice or a consent to the
holding of the meeting, or an approval of the minutes thereof. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Attendance of a person at a meeting shall
constitute a waiver of notice of and presence at such 'meeting, except when the
person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by law or these bylaws to be included in the
notice but was not so included if such objection is expressly made at the
meeting, provided however, that any person making such objection at the
beginning of the meeting or to the consideration of matters required to be but
not included in the notice may orally withdraw such objections at the meeting or
thereafter waive such objection by signing a written waiver thereof or a consent
to the holding of the meeting or the consideration of the matters or an approval
of the minutes of the meeting. Neither the business to be transacted at nor the
purpose of any annual or special meeting of shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof, except that the general nature of the proposals
specified in subdivisions (1) through (5) of subsection (c) of Section 4 of this
Article II, shall be so stated.
Section 9. Action Without a Meeting.
(a) Any action, except election of directors, which, under any provision of the
General Corporation Law may be taken at any annual or special meeting of the
shareholders, may be taken without a meeting, and without prior notice except as
hereinafter set forth, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
(b) Unless the consents of all shareholders entitled to vote have been solicited
in writing.
(1) Notice of any shareholder approval without a meeting, by less than unanimous
written consent, of, (i) a contract or other transaction between the corporation
and one or more of its directors or any corporation,
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firm or association in which one or more of its directors has a material
financial interest or is also a director, (ii) indemnification of an agent of
the corporation as authorized by Section 16, of Article III, of these bylaws,
(iii) a reorganization of the corporation as defined the General Corporation
Law, or (iv) the distribution of shards, obligations or securities of any other
corporation or assets other than money which is not in accordance with the
liquidation rights of preferred shares if the corporation is in the process of
winding up, shall be given at least ten (10) days before the consummation of the
action authorized by such approval; and
(2) Prompt notice shall be given of the taking of any other corporate action
including the filling of a vacancy on the board of directors approved by
shareholders without a meeting by less than unanimous written consent, to those
shareholders entitled to vote who have not consented in writing. Such notices
shall be given in the manner and shall be deemed to have been given as provided
in Section 4 of Article II of these bylaws.
(c) Any shareholder giving a written consent, or the shareholder's proxyholders,
or a transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the secretary of
the corporation, but may riot do so thereafter. Such revocation is effective
upon its receipt by the secretary of the corporation.
Section 10. Proxies.
(a) Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares. Any proxy
purporting to be executed in accordance with the provisions of this
division shall be presumptively valid.
(b) No proxy shall be valid after the expiration of six (6) months from the date
thereof unless otherwise provided in the proxy which in no case shall exceed
seven (7) years from the date of its execution. Every proxy continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto, except as otherwise provided in this section. Such revocation
may be effected by a writing delivered to the corporation stating that the proxy
is revoked or by a subsequent proxy executed by the person executing the prior
proxy and
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presented to the meeting, or As to any meeting by attendance at such meeting and
voting in person by the person executing the proxy. The dates contained on the
forms of proxy presumptively determine the order of execution, regardless of the
postmark dates on the envelopes in which they are mailed.
(c) A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the corporation.
(d) Except when other provision shall have been made by written agreement
between the parties, the recordholder of shares which such person holds as
pledgee or otherwise as security or which belong to another shall issue to the
pledgor or to the owner of such shares, upon demand therefor and payment of
necessary expenses thereof, a proxy to vote or take other action thereon.
(e) A proxy which states that it is irrevocable is irrevocable for the period
specified therein (notwithstanding subsection. (c)) when it is held by any of
the following or a nominee of any of the following:
(1) A pledgee;
(2) A person who has purchased or agreed to
purchase or holds an option to purchase the shares or a person who has sold a
portion of such person's shares in the corporation to the maker of the proxy;
(3) A creditor or creditors of the corporation or the shareholder who extended
or continued credit to the corporation or the shareholder in consideration of
the proxy if the proxy states that it was given in consideration of such
extension or continuation of credit and the name of the person extending or
continuing credit;
(4) A person who has contracted to perform services as an employee of the
corporation, if a proxy is required by the contract of employment and if the
proxy states that it was given in consideration of such contract of employment,
the name of the employee and the period of employment contracted for; or
(5) A beneficiary of a trust with respect to shares held by the trust.
Notwithstanding the period of irrevocability specified, the proxy becomes
revocable when the pledge is
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redeemed, the option or agreement to purchase is terminated or the seller no
longer owns any shares of the corporation or dies, the debt of the corporation
or the shareholder is paid, the period of employment provided for in the
contract of employment has terminated, or the person ceases to be a beneficiary
of the trust. In addition to the foregoing subdivisions (1) through (4), a proxy
may be made irrevocable (notwithstanding subsection (c)) if it is given to
secure the performance of a duty or to protect a title, either legal or
equitable, until the happening of events which, by its terms discharge the
obligations secured by it.
(f) A proxy may be revoked notwithstanding a provision making it irrevocable, by
a transferee of shares without knowledge of the existence of the provision
unless the existence of the proxy and its irrevocability appears on the
certificate representing such shares,
Section 11. Inspectors of Election.
(a) In advance of any meeting of shareholders, the board of directors may
appoint any persons as inspectors of election to act at such meeting and any
adjournment thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse) at
the meeting. The number of inspectors shall be either one (1) or three (3). If
appointed, at a meeting on the request of one or more shareholders or proxies,
the majority of shares represented in person or by proxy shall determine whether
one (1) or three (3) inspectors are to be appointed.
(b) The inspectors of election shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
(c) The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. if
there are three (3) inspectors of election, the decision,
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act or certificate of a majority is effective in all respects as the decision,
act or certificate of all. Any report or certificate made in the - inspectors of
election is prima facie evidence of the facts stated therein.
ARTICLE III
DIRECTORS
Section 1. Powers.
Subject to the General Corporation Law and any limitations in the articles of
incorporation of this corporation relating to action requiring approval by the
shareholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the board of directors.
Section 2. Number and Qualification of
Directors.
The number of directors of this corporation shall be not less than four (4) nor
more than seven (7), the exact number within this range to be fixed by
resolution of the Board of Directors. Each director shall be at least IS years
of age. After the issuance of shares this number may be changed only by an
amendment to the articles of incorporation or the bylaws approved by the
affirmative vote or written consent of a majority of the outstanding shares
entitled to vote. if the number of directors is or becomes five (5) or more, an
amendment of the articles of incorporation or by bylaws reducing the fixed
number of directors to less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting or the shares not consenting in the case of
action by written consent are equal to more than sixteen and two-thirds percent
(16-2/3%) of the outstanding shares entitled to vote.
Section 3. Election and Term of Office.
The directors shall be elected at each annual meeting of shareholders to be held
on a date and at a time or in the manner provided for by the bylaws, by a
plurality of the votes cast at the election. If any such annual meeting is not
held or the directors are not elected at any annual meeting, the directors may
be elected at any special meeting of shareholders held for that purpose. Each
director, including a director elected to till a vacancy, shall hold office
until the expiration of the term for which
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elected and until his successor has been elected and qualified. At least
one-fourth in number of the directors shall be elected annually.
Section 4. Resignation and Removal of Directors.
Any director may resign effective upon giving written notice to the chairman of
the board, the president, the secretary or the board of directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. if the resignation is effective at a future time a successor
may be elected to take office when the resignation becomes effective. The board
of directors may declare vacant the office of a director who has been declared
of unsound mind by an order of court or convicted of a felony. Any or all of the
directors may be removed without cause if such removal is approved by the
affirmative vote of not less than two-thirds of the outstanding shares entitled
to vote provided that no director may be removed (unless the entire board is
removed) when the votes cast against removal (or, if such action is taken by
written consent, the shares held by persons not consenting in writing to such
removal) would be sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast (or, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of the director's most recent
election were then being elected. No reduction of the authorized number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.
Section 5. Vacancies.
A vacancy or vacancies on the board of directors shall exist on the death,
resignation or removal of any director, or if the board declares vacant the
office of a director if he is declared of unsound mind by an order of court or
is convicted of a felony, or if the authorized number of directors is increased
or if the shareholders fail to elect the full authorized number of directors to
be voted for at any shareholders' meeting at which an election Of directors is
held. vacancies on the board of directors (except vacancies created by the
removal of a director) may be filled by a majority of the directors then in
office, or by a sole remaining director., The shareholders may elect a director
at any time to fill any vacancy not filled by the directors or which occurs by
reason of the removal of a director. If the resignation of a director states
that it is to be effective at a future tine, a successor may be
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elected to take office when the resignation becomes effective.
Section 6. Place of Meetings.
Regular and special meetings of the board of directors may be held at any place
within or without the State of Nevada which has been designated in the notice of
the meeting, or, if not stated in the notice or there is no notice, designated
by resolution or by written consent of all of the members of the board of
directors. If the place of a regular or special meeting is not designated in the
notice or fixed by a resolution of the board or consented to in writing by all
members of the board of directors, it shall be held at the corporation's
principal executive office.
Section 7. Regular Meetings.
Immediately following each annual shareholders' meeting the board of directors
shall hold a regular meeting to elect officers and transact other business. Such
meeting shall be held at the same place as the annual shareholders, meeting or
such other place as shall be fixed by the board of directors. Other regular
meetings of the board of directors shall be held at such times and places as are
fixed by the board, Call and notice of regular meetings of the board of
directors shall not be required and is hereby dispensed with.
Section 8. Special Meetings.
Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board, the president, any vice
president, the secretary or any two (2) directors. Notice of the time and place
of special meetings shall be delivered personally to each director or by
telephone or telegraph or sent to the director by mail. . in case notice is
given by mail or telegram, it shall 'be sent, charges prepaid, addressed to the
director at his address appearing on the corporate records, or if it is not on
these records or is not readily ascertainable, at the place where the meetings
of directors are regularly held. if notice is delivered personally or given by
telephone or telegraph, it shall be given or delivered to the telegraph office
at least forty-eight (48) hours before the meeting. If notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
meeting. Such mailing, telegraphing or delivery, personally or by telephone, as
provided in this section, shall be due, legal and personal notice to such
director.
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A notice need not specify the purpose of any regular or special meeting of the
board of directors.
Section 9. Quorum.
A majority of the authorized number of directors shall constitute a quorum of
the board for the transaction of business. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present is the act of the board of directors, subject to the provisions of the
General Corporation Law. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting.
Section 10. Waiver of Notice or Consent,
The transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present or who, though present, has
prior to the meeting or at its commencement, protested the lack of proper notice
to him, signs a written waiver of notice, or a consent to holding the meeting,
or an approval of the minutes of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. A waiver of notice need not specify the purpose of any
regular or special meeting of the board of directors. Notice of a meeting need
not be given to any director who attends the meeting without protesting, prior
to or at its commencement, the lack of notice to such director.
Section 11. Adjournment.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting is adjourned for
more than twenty-four (24) hours, notice of the adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
Section 12. Meetings by Conference Telephone.
Members of the board of directors may participate in a meeting through use of
conference telephone or similar
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communications equipment, so long as all members participating in such meeting
can hear one another. Participation by directors in a meeting in the. manner
provided in this section constitutes presence in person at such meeting.
Section 13. Action Without a Meeting.
Any action required or permitted to be taken by the board of directors may be
taken without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as a unanimous vote of such
directors.
Section 14. Fees and Compensation.
Directors and members of committees may receive such compensation, if any, for
their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the board.
Section 15. Committees.
The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any 'absent member at any meeting of the committee. The
appointment of members or alternate members of a committee requires the vote of
a majority of the authorized number of directors. The board may delegate to any
such committee, to the extent provided in such resolution, any of the board's
powers and authority in the management of the corporation's business and affairs
except with respect to:
(a) The Approval of any action for which the General Corporation Law or the
articles of incorporation of this corporation also requires shareholders'
approval or approval of the outstanding shares;
(b) The filling of vacancies on the board of directors or any committee;
(c) The fixing of compensation of directors for serving an the board or on any
Committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
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(e) The amendment or repeal of any resolution of the board which by its express
terms is not so amendable or repealable;
(f) A distribution to the shareholders of the corporation, except at a rate or
in a periodic amount or within a price range determined by the board; and
(g) The appointment of other committees of the board or the members thereof.
The board may prescribe appropriate rules, not inconsistent with these bylaws,
by which proceedings of any such committee shall be conducted. The provisions of
these bylaws relating to the calling of meetings of the board, notice of
meetings of the board and waiver of such notice, adjournments of meetings of the
board, written consents to board meetings and approval of minutes, action by the
board by consent in writing without a meeting, the place of holding such
meetings, meetings by conference telephone or similar communications equipment,
the quorum for such meetings, the vote required at such meetings and the
withdrawal of directors after commencement of a meeting shall apply to
committees of the board and action by such committees. In addition, any member
of the committee designated by the board as the chairman or as secretary of the
committee or any two (2) members of a committee may call meetings of the
committee. Regular meetings of any committee may be held without notice if the
time and place of such meetings are fixed by the board of directors or the
committee.
Section 16. Indemnification of Agents.
The board of directors may authorize this corporation to indemnify an' agent, as
herein defined, to the fullest extent permitted under law, including but not
limited to the General Corporation Law.
For the purposes of this section, "agent" means any person who is or was a
director, officer, employee or other agent of this corporation, or is or was
serving at the request of this corporation as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor
corporation.
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ARTICLE IV
OFFICERS
Section 1. Officers.
The officers of the corporation shall be a chairman of the board or a president,
or both, a secretary, a treasurer and a, resident agent. The corporation may
also have, at the discretion of the board of directors, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers
and such other officers as may be appointed in accordance with the provisions of
section 3 of this Article IV, Any person may hold two or more offices.
Section 2. Elections.
The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article IV,
shall be chosen no less frequently than as annual meetings of shareholders shall
be hold, by the board of directors, and each such officer shall serve at the
pleasure of the board of directors until the regular meeting of the board of
directors following the annual meeting of shareholders and until his successor
is elected and qualified.
Section 3. Other Officers.
The board of directors may appoint, and may empower the chairman of the board or
the president or both of them to appoint such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the bylaws or as
the board of directors may from time to time determine.
Section 4. Removal and Resignation.
Any officer may be removed with or without cause either by the board of
directors or, except for an officer chosen by the board, by any officer upon
whom the power of removal may be conferred by the board (subject, in each case,
to the rights, if any, of an officer under any contract of employment). Any
officer may resign at any time upon written notice to the corporation (without
prejudice however, to the rights, if any, of the corporation under any contract
to which the officer is a party). Any such resignation shall take effect upon
receipt of such notice or at
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any later time specified therein. if the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective. Unless a resignation specifies otherwise, its acceptance by the
corporation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in the bylaws for
regular appointments to such office.
Section 6. Chairman of the Board.
The board of directors may, in its discretion, elect a chairman of the board,
who, unless otherwise determined by the board of directors, shall preside at all
meetings of the board of directors at which he is present and shall exercise and
perform any other powers and duties assigned to him by the board or prescribed
by the bylaws. The chairman of the board shall be the corporation's chief
executive officer and shall, subject to the control of the board of directors,
have general supervision, direction and control of the business, affairs and
officers of the corporation. If the office of president is vacant, the chairman
of the board shall be the general manager and chief operating officer of the
corporation and shall exercise the duties of the president as set forth in
Section 7. lie shall preside as chairman at all meetings of the shareholders
unless otherwise determined by the board of directors.
Section 7. President.
Subject to any supervisory powers, if any, that may be given by the board of
directors or the bylaws to the chairman of the board, if there be such an
officer, the president shall be the corporation's general manager and chief
operating officer. Unless otherwise determined by the board of directors, and in
the absence of the chairman of the board, or if there be none, he shall preside
as chairman at all meetings of the board of directors and of the shareholders.
He shall have the general powers and duties of management and shall have any
other powers and duties that are prescribed by the board of directors or the
bylaws; and shall be primarily responsible for carrying out all orders and
resolutions of the board of directors.
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Section 8. Vice Presidents.
In the absence or disability of the chief operating officer, the vice presidents
in order of their rank as fixed by the board of directors, or if not ranked, the
vice president designated by the board of directors, or if there has been no
such designation, the vice president designated by the chief executive officer,
shall perform all the duties of the chief operating officer, and when so acting,
shall have all the powers of, and be subject to all the restrictions on, the
chief operating officer. Each vice president shall have any of the powers and
perform any other duties that from time to time may be prescribed for him by the
board of directors or the bylaws or the chief executive officer.
Section 9. Secretary.
The secretary shall keep or cause to be kept a book of minutes of all meetings
and actions by written consent of all directors, shareholders and committees of
the board of directors. The minutes of each meeting shall state the time and
place that it was held and such other information as shall be necessary to
determine whether the meeting was held in accordance with law and these bylaws
and the actions taken thereat. The secretary shall keep or cause to be kept at
the corporation's principal executive office, or at the office of its transfer
agent or registrar, a record of the shareholders of the corporation, giving the
names and addresses of all shareholders and the number and class of shares held
by each. The secretary shall give, or cause to be given, notice of all meetings
of shareholders, directors and committees required to be given under these
bylaws or by law, shall keep or cause the keeping of the corporate seal in safe
custody and shall have any other powers and perform any other duties that are
prescribed by the board of directors or the bylaws or the chief executive
officer. If the secretary refuses or fails to give notice of any meeting
lawfully called, any other officer of the corporation may give notice of such
meeting. The assistant secretary, or if there be more than one, any assistant
secretary, may perform any or all of the duties and exercise any or all of the
powers of the secretary unless prohibited from doing so by the board of
directors, the chief executive officer or the secretary, and shall have such
other powers and perform any other duties as are prescribed for him by the board
of directors or the chief executive officer.
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Section 10. Treasurer.
The treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account. He shall cause all money and
other valuables in the name and to the credit of the corporation to be deposited
at the depositories designated by the board of directors or any person
authorized by the board of directors to designate such depositories. He shall
render to the chief executive officer and board of directors when requested by
either of them, an account of all his transactions as treasurer and of the
financial condition of the corporation; and shall have any other powers and
perform any other duties that are prescribed by the board of directors or the
bylaws or the chief executive officer. The assistant treasurer, or if there be
more than one, any assistant treasurer, may perform any or all of the duties and
exercise any or all of the powers of the treasurer unless prohibited from doing
so by the board of directors, the chief executive officer or the treasurer, and
shall have such other powers and perform any other duties as are prescribed for
him by the board of directors, the chief executive officer or the treasurer.
ARTICLE V
MISCELLMEOUS
Section 1. Record Date.
The board of directors may fix, in advance, a record date for the determination
of the shareholders entitled to notice of any meeting of shareholders or to vote
or entitled to receive payment of any dividend or distribution or allotment of
any rights or entitled to exercise any rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty (60) days nor less
than ten (10) days prior to the date of such meeting, nor more than sixty (60)
days prior to any other action for the purposes of which it is fixed. When a
record date is so fixed, only shareholders of record at the close of business on
that date are entitled to notice of and to vote at any such meeting, to receive
a dividend, distribution, or allotment of rights, or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the articles
of incorporation or bylaws.
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Section 2. Inspection of Corporate Records.
Any person who had been a stockholder of record of the corporation and owns not
less than 15 percent of all of the issued and outstanding shares of the stock of
such corporation or bag been authorized in writing by the holders of at least 15
percent of all its issued and outstanding shares, upon at least 5 days' written
demand, is entitled to inspect in person or by agent or attorney, during normal
business hours, the books of account and all financial records of such
corporation, to make extracts therefrom, and to conduct an audit of such
records. Holders of voting trust certificates representing 15 percent of the
issued and outstanding shares of the corporation shall be regarded as
stockholders for the purpose of this subsection.
All costs of making extracts of records or conducting an audit shall be borne by
the person exercising his rights under this section.
The rights authorized by this section may be denied to any stockholder upon his
refusal to furnish the corporation an affidavit that such inspection, extracts
or audit is not desired for any purpose not related to his interest in the
corporation as a stockholder.
The provisions of this section do not apply to any corporation listed and traded
on any recognized stock exchange nor shall it apply to-any corporation that
furnishes to its stockholders a detailed, annual financial statement.
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of this corporation and any subsidiary of this corporation.
Such inspection by a director may be made in person or by agent or attorney and
the right of inspection includes the right to copy and make extracts.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the board of directors.
The board of directors may authorize one or more officers of the corporation to
designate the person or persons authorized to sign such documents and the manner
in which such documents shall be signed.
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Section 4. Annual and Other Reports.
(a) If no annual report for the last fiscal year has been sent to the
shareholders, the corporation shall, upon the written request of any shareholder
made more than one hundred twenty (120) days after the close of such fiscal
year, deliver or mail to the person making the request within thirty (30) days
thereafter the annual report for the last year. A shareholder or shareholders
holding at least five percent (St) of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income
statement of the corporation for the three (3) month, six (a) month or nine (9)
month period Of the current fiscal year ended more than thirty (30) days prior
to the date of the request and a balance shoot of the corporation as of the and
of such period and, in addition, if no annual report for the last fiscal year
has been sent to shareholders, then the annual report for the last fiscal year.,
The statements shall be delivered or mailed to the person making the request
within thirty (30) days thereafter, A copy of such statements shall be kept an
file in the principal executive office of the corporation for twelve (12) months
and they shall be exhibited at all reasonable times to any shareholder demanding
an examination of them or a copy shall be mailed to such shareholder.
(b) The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.
(c) Unless otherwise determined by the board of directors or the chief executive
officer, the treasurer and any assistant treasurer are each authorized officers
of the corporation to execute the certificate that the annual report and
quarterly 4income statements and balance sheets referred to in this section were
prepared without audit from the books and records of the corporation.
Any report sent to the shareholders shall be given personally or by mail or
other means of written communication, charges prepaid, addressed to such
shareholder at the address of such shareholder appearing on the books of the
corporation or given by such shareholder to the corporation for the purpose of
notice or set forth in the written request of the shareholder as provided in
this section, if any report addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation
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is returned to the corporation by the United states Postal Service marked to
indicate that the United States Postal Service is unable to deliver the report
to the shareholder at such address, all future reports shall be deemed to have
been duly given without further mailing if the same shall be available for the
shareholder upon written demand of the shareholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the report to all other shareholders. If no address appears on the
books of the corporation or is given by the shareholder to the corporation for
the purpose of notice or is set forth in the written request of the shareholder
as provided in this section, such report shall be deemed to have been given to
such shareholder if sent by mail or other means of written communication
addressed to the place where the principal executive office of the corporation
is located, or if published at least once in a newspaper of general circulation
in the county in which the principal executive office is located. Any such
report shall, be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by other means of written communication. An
affidavit of mailing of any such report in accordance with the foregoing
provisions, executed by the secretary, assistant secretary or any transfer agent
of the corporation shall be prima facie evidence by the giving of the report.
Section 5. Contracts, etc., How Executed.
The board of directors, except as the bylaws or articles of incorporation
otherwise provide, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances.
Section 6. Certificate for Shares.
(a) Every holder of shares in the corporation shall be entitled to have a
certificate signed in the name of the corporation by the chairman or vice
chairman of the board or the president or a vice president and by the treasurer
or an assistant treasurer or the secretary or any assistant secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same affect as if such
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person were such officer, transfer agent or registrar at the
date of issue.
(b) Any such certificate shall also contain such legend or other statement as
may be required by Section 78.195 of the General Corporation Law or any
agreement between the corporation and the issue thereof, and may contain such
legend or other statement as may be required by any other applicable law or
regulation or agreement.
(c) Certificates for shares may be issued prior, to full payment thereof, under
such restrictions and for such purposes, as the board of directors or the bylaws
may provide, provided, however, that any such certificates so issued prior to
full payment shall state the total amount of the consideration to be paid
therefor and the amount paid thereon.
(d) No new certificate for shares shall be issued in place of any certificate
theretofore issued unless the latter is surrendered and cancelled at the same
time; provided, however, that a new certificate may be issued without the
surrender and cancellation of the old certificate if the certificate theretofore
issued is alleged to have been lost, stolen or destroyed. In case of any such
allegedly lost, stolen or destroyed certificate, the corporation may require the
owner thereof or the legal representative of such owner to give the corporation
a bond (or other adequate security) sufficient to indemnify it against any claim
that may be made against it (including any expense or liability) on account of
the alleged loss, theft or destruction of any such certificate or the issuances
of such new certificate.
Section 7. Representation of Shares of other
Corporations.
Unless the board of directors shall otherwise determine, the chairman of the
board, the president, any vice president and the secretary of this corporation
are each authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to such officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or corporations
may be exercised either by such officers in person or by any person authorized
so to do by proxy or power of attorney or other document du2y executed by any
such officer.
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Section 8. Inspection of Bylaws.
The corporation shall keep in its principal executive office in Nevada, or if
its principal executive office is not in Nevada, at its principal business
office in Nevada, the original or a copy of the bylaws as amended to date, which
shall be open to inspection by the shareholders at all reasonable times during
office hours. If the corporation has no office in Nevada, it shall upon the
written request of any shareholder, furnish him a copy of the bylaws as amended
to date.
Section 9. Seal.
The corporation shall have a common seal.
Section 10. Construction and Definitions.
Unless the context otherwise requires, the general provisions, rules of
construction and definitions contained in the General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "Person" includes a corporation as well as a natural person.
ARTICLE VI
AMENDMENTS
Section 1. Power of Shareholders.
New bylaws may be adopted or these bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding sharqs entitled to vote or by
the written assent of shareholders entitled to vote such shares, except as
otherwise provided by law or by the articles of incorporation of this
corporation.
Section 2. Power of Directors.
Subject to the right of shareholders as provided in Section I of this Article VI
to adopt, amend or repeal bylaws, bylaws other than a bylaw or amendment thereof
changing the authorized number of directors may be adopted, amended or repealed
by the board of directors.
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