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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event report) August 28, 1998
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DISPLAY TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-14427 33-2286268
- ------------------------- --------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5029 Edgewater Drive, Orlando, Florida 32810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 521-7477
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
At the annual meeting of the Company's shareholders held on October 29,
1998, the Company's shareholders approved Restated Articles of Incorporation of
the Company which, among other things, changed the Company's corporate name from
"La-Man Corporation" to "Display Technologies, Inc." The Restated Articles of
Incorporation were filed in the office of the Nevada Secretary of State on
November 2, 1998. A copy of the Restated Articles of Incorporation, as filed
with the Nevada Secretary of State, is filed with this Report as Exhibit 3.27.
------------
At the October 29, 1998 annual meeting of the Company's Board of Directors,
the Company's Board of Directors repealed in their entirety the Company's Bylaws
and approved and adopted Amended and Restated Bylaws of the Company. A copy of
the October 29, 1998 Amended and Restated Bylaws is filed with this Report as
Exhibit 3.28.
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On November 6, 1998 the Company formed a new wholly-owned Nevada subsidiary
under the name La-Man Corporation ("La-Man") and, effective November 9, 1998,
capitalized La-Man by contributing all of the Company's filter division assets
to La-Man. A copy of the Articles of Incorporation of La-Man is filed with this
Report as Exhibit 3.29. A copy of the Bylaws of La-Man is filed with this Report
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as Exhibit 3.30.
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Effective September 1, 1998, the Company entered into an Employment
Agreement with Marshall S. Harris providing for the employment of Mr. Harris as
Vice President and General Counsel of the Company. A copy of such Employment
Agreement was filed with the Company's 1998 Form 10-KSB as Exhibit 10.129.
Incident to such Employment Agreement, the Company and Mr. Harris also entered
into an Employee Stock Option Agreement, pursuant to which the Company granted
to Mr. Harris options to purchase up to 75,000 shares of the Company's common
stock at the exercise price of $3.56 per share. A copy of such Employee Stock
Option Agreement is filed with this Report as Exhibit 10.130.
--------------
Effective November 30, 1998, the Company paid a 5% common stock dividend to
all holders of record of the Company's common stock as of the close of business
on November 16, 1998. The exercise prices and number of the Company's
outstanding employee stock options, other stock options and common stock
purchase warrants, and the conversion prices of the Company's outstanding
convertible debt securities, have been adjusted to reflect the effect of the
November 30, 1998 stock dividend.
A list of the Company's subsidiaries is filed with Report as Exhibit 22.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
3.27 Restated Articles of Incorporation of Registrant
3.28 Amended and Restated Bylaws of Registrant
3.29 Articles of Incorporation of La-Man Corporation, a Nevada
corporation
3.30 Bylaws of La-Man Corporation
10.13 Employee Stock Option Agreement dated as of August 28, 1998
between Registrant and Marshall S. Harris
22 Subsidiaries
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
DISPLAY TECHNOLOGIES, INC.
(Registrant)
Date: December 3, 1998 By: /s/ Marshall S. Harris
-------------------------------------
Marshall S. Harris
Vice President, Secretary and
General Counsel
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EXHIBIT 3.27
RESTATED
ARTICLES OF INCORPORATION
OF
DISPLAY TECHNOLOGIES, INC.
The directors of the corporation approved the Restated Articles of
Incorporation as of August 28, 1998 and the Restated Articles of Incorporation
were submitted to the shareholders and approved at a meeting held on October 29,
1998 by a vote of 3,181,069 out of 4,988,180 allowable shares of common stock.
This approval was made after the issuance of stock pursuant to NRS Section
78.390.
ARTICLE I - NAME
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The name of the corporation is DISPLAY TECHNOLOGIES, INC.
ARTICLE II - EXISTENCE
----------------------
The corporation shall have perpetual existence.
ARTICLE III - PURPOSE AND POWERS
--------------------------------
SECTION 3.1 PURPOSES. The nature, objects and purposes of the business
to be transacted shall be to transact all lawful business for which corporation
may be incorporated pursuant to the Nevada General Corporation Law.
SECTION 3.2 POWERS. In furtherance of the foregoing purposes, the
corporation shall have and may exercise all of its rights, powers and privileges
now or thereafter conferred upon corporations organized under the laws of
Nevada. In addition, it may do everything necessary, suitable or proper for the
accomplishment of any of its corporation purposes.
ARTICLE IV - CAPITAL STOCK
--------------------------
SECTION 4.1 AUTHORIZED CLASSES OF STOCK. The Corporation is authorized
to issue two classes of stock to be designated, respectively, as "Common Stock"
and "Preferred Stock." The total number of shares of all classes of stock that
the corporation shall have authority to issue is 100,000,000 shares, consisting
of 50,000,000 shares of Common Stock, par value $.001 per share, and 50,000,000
shares of Preferred Stock, par value $.001 per share.
SECTION 4.2 ISSUANCE OF STOCK. The shares of Common Stock may be
issued from time to time for such consideration as the Board of Directors may
determine. Each holder of shares of Common Stock shall be entitled to one vote
for each share of Common Stock held of record on all matters on which the
holders of Common Stock are entitled to vote.
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SECTION 4.3 DESIGNATION OF RELATIVE RIGHTS, PREFERENCES, ETC. OF
PREFERRED STOCK. The shares of Preferred Stock may be issued from time to time
in one or more series and for such consideration as the Board of Directors may
determine. The Board of Directors is authorized, subject to any limitations
prescribed by law, to establish from time to time the number of shares to be
included in each such series, and by filing a certificate pursuant to the
applicable law of the State of Nevada to fix the designation, powers,
preferences, and rights of the shares of each such series of Preferred Stock,
and any qualifications, limitations or restrictions thereof, including, but not
limited to, the dividend rights, dividend rate or rates, conversion rights,
voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of
any wholly unissued series of shares of Preferred Stock, or any or all of them,
all to the fullest extent now or hereafter permitted by the Nevada General
Corporation Law, and to increase or decrease the number of shares of any series
subsequent to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series of Preferred Stock shall be so decreased, the shares representing such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series. No vote of the
holders of the Common Stock or the Preferred Stock shall, unless otherwise
provided in the resolutions creating any particular series of Preferred Stock,
be a prerequisite to the issuance of any shares of any series of the Preferred
Stock authorized by and complying with the conditions of these Articles of
Incorporation.
ARTICLE V - DIRECTORS
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The number of directors of the corporation shall be fixed by the
bylaws.
ARTICLE VI - REGISTERED OFFICE AND AGENT
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The address of the registered office of the corporation in Nevada is
301 East Clark Avenue, Suite 700, Las Vegas, Nevada 89101. The name of its
registered agent at such address is Thomas W. Davis, II. The corporation may
conduct part or all of its business in any other part of Nevada, of the United
States or of the world. It my hold, purchase, mortgage, lease and convey real
and personal property in any of such places.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------------------------------------------------------
SECTION 7.1 LIMITATION OF LIABILITY. To the maximum extent allowable
by law, no director of the corporation shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director. The above elimination of personal liability shall not be construed to
eliminate or limit the liability of a director for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or for the
payment of dividends in violation of N.R.S. 78.300.
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SECTION 7.2 NATURE OF INDEMNITY. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was or has agreed to become a Director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (a) such indemnification shall be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (b) no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Orange County, Florida Circuit Court or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Orange
County Florida Circuit Court or such other court shall deem proper. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 7.3 SUCCESSFUL DEFENSE. To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
7.2 of this Article VII or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
SECTION 7.4 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification of a Director or officer of the Corporation under Section 7.2 of
this Article VII (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the Director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 7.2. Any indemnification of an employee
or agent of the Corporation under Section 7.2 (unless ordered by a court) may be
made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 7.1. Any such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not
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parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.
SECTION 7.5 ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a Director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VII.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate. The
Board of Directors may authorize the Corporation's legal counsel to represent
such Director, officer, employee or agent in any action, suit or proceeding,
whether or not the Corporation is a party to such action, suit or proceeding.
SECTION 7.6 SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Nevada General Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit,
or proceeding previously or thereafter brought or threatened based in whole or
in part upon any such state of facts. Such a contract right may not be modified
retroactively without the consent of such Director, officer, employee or agent.
The indemnification provided by this Article VII shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation may enter
into an agreement with any of its Directors, officers, employees or agents
providing for indemnification and advancement of expenses, including attorneys
fees, that may change, enhance, qualify or limit any right to indemnification or
advancement of expenses created by this Article VII.
SECTION 7.7 SEVERABILITY. If this Article VII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article VII that shall not have been invalidated and to the
fullest extent permitted by applicable law.
SECTION 7.8 SUBROGATION. In the event of payment of indemnification
to a person described in Section 7.1 of this Article VII, the Corporation shall
be subrogated to the extent of such
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payment to any right of recovery such person may have and such person, as a
condition of receiving indemnification from the Corporation, shall execute all
documents and do all things that the Corporation may deem necessary or desirable
to perfect such right of recovery, including the execution of such documents
necessary to enable the Corporation effectively to enforce any such recovery.
Section 7.9 NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article VII to make any payment in connection with any claim
made against a person described in Section 7.2 of this Article VII to the extent
such person has otherwise received payment (under any insurance policy, bylaw or
otherwise) of the amounts otherwise indemnifiable hereunder.
ARTICLE VIII - ADDRESS
----------------------
The address of the principal office of the corporation is 5029 Edgewater
Drive, Orlando, Florida 32810.
ARTICLE IX - MISCELLANEOUS
--------------------------
SECTION 9.1 CONFLICTING INTEREST TRANSACTIONS. As used in this
paragraph, "conflicting interest transaction" means any of the following: (a) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or officer or
has a financial interest; (b) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest; or (c) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or voidable, be
enjoined, be set aside or give rise to an award of damages or other sanctions in
a proceeding by a shareholder or by or in the right of the corporation, solely
because the conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meetings of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose if: (i) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less than a
quorum; or (ii) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved and ratified in good faith by a vote of the
shareholders; or (iii) a conflicting interest transaction is fair to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof or the shareholders. Common or interested
directors may be counted in determining the presence of a
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qourum at a meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest transaction.
SECTION 9.2 NEGOTIATIONS OF EQUITABLE INTERESTS IN SHARES OR RIGHTS.
Unless a person is recognized as a shareholder through procedures established by
the corporation pursuant to the Nevada General Corporation Law or any similar
law, the corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes permitted by the
Nevada General Corporation Law including without limitation all rights deriving
from such shares, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares or rights deriving from
such shares on the part of any other person, including without limitation a
purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to the Nevada General Corporation Law or any
similar applicable law, such person shall not be entitled: (a) to receive notice
of the meetings of shareholders; (b) to vote at such meetings; (c) to examine a
list of the shareholders; (d) to be paid dividends or other distributions
payable to shareholders; or (e) to own, enjoy and exercise any other rights
deriving from such shares against the corporation.
Done as of the 29th day of October, 1998.
By: /s/ J. William Brandner
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J. William Brandner, President
By: /s/ Todd D. Thrasher
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Todd D. Thrasher, Assistant Secretary
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STATE OF FLORIDA )
)ss.:
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this 29/th/ day of
October, 1998, by J. William Brandner, as President of La-Man Corporation, a
Nevada corporation, on behalf of the corporation. He is personally known to me
or has produced ____________ as identification and did not take an oath.
/s/ Marshall S. Harris
---------------------------------------
Name: Marshall S. Harris
Notary Public - State of Florida
My Commission Expires:
[SEAL]
STATE OF FLORIDA )
)ss.:
COUNTY OF ORANGE )
The foregoing instrument was acknowledge before me this 29/th/ day of
October, 1998, by Todd D. Thrasher, as Vice President, Treasurer and Assistant
Secretary of La-Man Corporation, a Nevada corporation, on behalf of the
corporation. He is personally known to me or has produced ____________________
as identification and did not take an oath.
/s/ Marshall S. Harris
---------------------------------------
Name: Marshall S. Harris
Notary Public - State of Florida
My Commission Expires:
[SEAL]
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EXHIBIT 3.28
AMENDED AND RESTATED
BYLAWS
DATED OCTOBER 29, 1998
OF
DISPLAY TECHNOLOGIES, INC.
(CORP.NM. LA-MAN CORPORATION)
ARTICLE I
SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Nevada as may be designated by the Board of Directors, for
the purpose of electing Directors and for the transaction of such other business
as may be properly brought before the meeting, which date shall be within
thirteen (13) months subsequent to the last annual meeting of shareholders.
SECTION 2. SPECIAL MEETINGS. Unless otherwise provided in the Articles of
Incorporation of the Corporation, special meetings of the shareholders for any
purpose or purposes may be called at any time by the Chief Executive Officer, by
a majority of the Board of Directors, or by a majority of the executive
committee (if any), at such time and at such place as may be stated in the
notice of the meeting. Business transacted at such meeting shall be confined to
the purpose(s) stated in the notice of such meeting.
SECTION 3. NOTICE OF SHAREHOLDER MEETINGS AND NOMINATIONS.
(a) ANNUAL MEETINGS OF SHAREHOLDERS.
(i) Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders (A) pursuant to the
Corporation's notice of meeting, (B) by or at the direction of the
Board of Directors or (C) by any shareholder who was a shareholder of
record at the time of giving of notice provided for in this Section,
who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section.
(ii) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to section 3(a)(i) of this
ARTICLE 1, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action. To be
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timely, a shareholder's notice shall be delivered to the President
at the principal executive offices of the Corporation not later than
the close of business on the 150/th/ day prior to the first (1st)
anniversary of the preceding year's annual meeting; PROVIDED, HOWEVER,
that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice
by the shareholder to be timely must be so delivered not later than
the close of business on the later of the 150/th/ day prior to such
annual meeting or the 10/th/ day following the day on which public
announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a shareholders' notice as described above. Such
shareholder's notice shall set forth:
A. as to each person whom the shareholder proposes to
nominate for election or reelection as a director all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and Rule
14a-11 thereunder (including such person's written consent to
being named in the proxy statement as a nominee and to serving
as a Director if elected);
B. as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and
C. as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is
made (1) the name and address of such shareholder, as they
appear on the Corporation's books, and of such beneficial
owner and (2) the class and number of shares of the
Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
(b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of shareholders at which Directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of Directors has
determined that Directors shall be elected at such meeting, by any
shareholder who is a shareholder of record at the time of giving of notice
provided for in this Section 3, who shall be entitled to vote at the
meeting and who complies with
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the notice procedures set forth in this Section 3. In the event the
Corporation calls a special meeting of shareholders for the purpose of
electing one or more Directors to the Board of Directors, any such
shareholder may nominate a person or persons (as the case may be), for
election to such positions(s) as specified in the Corporation's notice of
meeting, if the shareholder's notice required by Section 3(a)(ii) of this
ARTICLE I shall be delivered to the President at the principal executive
offices of the Corporation not later than the close of business on the
later of the 20/th/ day prior to such special meeting or the 10/th/ day
following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time
period for the giving of a shareholder's notice as described above.
(c) GENERAL.
(i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 3 shall be eligible to serve
as Directors and only such business shall be conducted at a
meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
Section 3. Except as otherwise provided by applicable law, the
Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 3
and, if any proposed nomination or business is not in compliance
with this Section 3, to declare that such defective proposal or
nomination shall be disregarded.
(ii) For purposes of this Section 3, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this Section
3, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section
3. Nothing in this Section 3 shall be deemed to affect any rights
(A) of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act; or (B) of the holders of any series of Common Stock
or Preferred Stock or any outstanding voting indebtedness to
elect Directors under specified circumstances.
Notwithstanding any other provisions of the Articles of Incorporation of the
Corporation, and notwithstanding that a lesser percentage may be permitted from
time to time by applicable law, no provision of this Section 3 of ART1CLE I may
be altered, amended or repealed in any respect, nor
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may any provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the holders
of at least 80 percent of the combined voting power of the then outstanding
shares of the Corporation's stock entitled to vote generally at elections of
Directors voting together as a single class, and at least 80 percent of each
class, series and issuance of combined voting power of the then outstanding
shares of the Corporation's stock entitled to vote generally at elections of
Directors voting separately as a class, series and issuance.
SECTION 4. QUORUM. At any meeting of the shareholders, the holders of a majority
in number of the total outstanding shares of stock of the Corporation entitled
to vote at such meeting, present in person or represented by proxy, shall
constitute a quorum of the shareholders for all purposes, unless the
representation of a larger number of shares shall be required by law, by the
Articles of Incorporation or by these Bylaws, in which case the representation
of the number of shares so required shall constitute a quorum; provided that at
any meeting of the shareholders at which the holders of any class of stock of
the Corporation shall be entitled to vote separately as a class, the holders of
a majority in number of the total outstanding shares of such class, present in
person or represented by proxy, shall constitute a quorum for purposes of such
class vote unless the representation of a larger number of shares of such class
shall be required by law, by the Articles of Incorporation or by these Bylaws.
SECTION 5. ADJOURNED MEETINGS. Whether or not a quorum shall be present in
person or represented at any meeting of the shareholders, the holders of a
majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting may adjourn from
time to time; provided, however, that if the holders of any class of stock of
the Corporation are entitled to vote separately as a class upon any matter at
such meeting, any adjournment of the meeting in respect of action by such class
upon such matter shall be determined by the holders of a majority of the shares
of such class present in person or represented by proxy and entitled to vote at
such meeting. When a meeting is adjourned to another time or place, 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 shareholders, or the holders of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which might
have been transacted by them at the original meeting. If the adjournment is for
more than thirty 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 adjourned meeting.
SECTION 6. ORGANIZATION. Each annual and special meeting of shareholders held in
person shall be presided over by a chairman, who shall have the exclusive
authority to, among other things, determined (a) whether business and
nominations have been properly brought before such meetings, and (b) the order
in which business and nominations properly brought before such meeting shall be
considered. The chairman of each annual and special meeting shall be the
Chairman of the Board of Directors, or such person as shall be appointed by the
resolution approved by the majority of the Board of Directors.
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The Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders; but in the absence of the Secretary, the Chairman may appoint any
person to act as Secretary of the meeting. It shall be the duty of the Secretary
to prepare and make, at least 10 days before every meeting of shareholders, a
complete list of shareholders entitled to vote at such meeting, arranged in
alphabetical order and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting or, if not so specified, at the
place where the meeting is to be held, for the 10 days next preceding the
meeting, to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, and shall be produced and kept at the
time and place of the meeting during the whole time thereof and subject to the
inspection of any shareholder who may be present.
SECTION 7. VOTING. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after six (6) months from
its date, unless the proxy provides for a longer period. When directed by the
presiding officer or upon the demand of any shareholder, the vote upon any
matter before a meeting of shareholders shall be by ballot. Except as otherwise
provided by law or by the Articles of Incorporation, Directors shall be elected
by a plurality of the votes cast at a meeting of shareholders by the
shareholders entitled to vote in the election and, whenever any corporate
action, other than the election of Directors is to be taken, it shall be
authorized by a majority of the votes cast at a meeting of shareholders by the
shareholders entitled to vote thereon.
Shares of the capital stock of the Corporation belonging to the Corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.
SECTION 8. INSPECTORS. When required by law or directed by the presiding officer
or upon the demand of any shareholder entitled to vote, but not otherwise, the
polls shall be opened and closed, the proxies and ballots shall be received and
taken in charge, and all questions touching the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided at
any meeting of the shareholders by two or more Inspectors who may be appointed
by the Board of Directors before the meeting, or if not so appointed, shall be
appointed by the presiding officer at the meeting. If any person so appointed
fails to appear or act, the vacancy may be filled by appointment in like manner.
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ARTICLE II
BOARD OF DIRECTORS
------------------
SECTION 1. NUMBER AND TERM OF OFFICE. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
comprised of not less than three (3) nor more than 15 members, none of whom need
be shareholders of the Corporation. The number of Directors constituting the
Board of Directors shall be fixed from time to time by resolution passed by a
majority of the Board of Directors. The Directors shall, except as hereinafter
otherwise provided for filling vacancies or as otherwise provided in the
Articles of Incorporation, be elected at the annual meeting of shareholders, and
shall hold office until their respective successors are elected and qualified or
until their earlier resignation or removal
SECTION 2. REMOVAL, VACANCIES AND ADDITIONAL DIRECTORS. Except as otherwise
provided in the Articles of Incorporation, the shareholders may, at any special
meeting the notice of which shall state that it is called for that purpose,
remove, with or without cause, any Director and fill the vacancy; provided that
whenever any Director shall have been elected by the holders of any class of
stock of the Corporation voting separately as a class under the provisions of
the Articles of Incorporation, such Director may be removed and the vacancy
filled only by the holders of that class of stock voting separately as a class.
Except as otherwise provided in the Articles of Incorporation vacancies caused
by any such removal and not filled by the shareholders at the meeting at which
such removal shall have been made, or any vacancy caused by the death or
resignation of any Director or for any other reason, and any newly created
directorship resulting from any increase in the authorized number of Directors,
may be filled by the affirmative vote of a majority of the Directors then in
office, although less than a quorum, and any Director so elected to fill any
such vacancy or newly created directorship shall hold office until his successor
is elected and qualified or until his earlier resignation or removal.
When one or more Directors shall resign effective at a future date, a majority
of the Directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each Director
so chosen shall hold office as herein provided in connection with the filling of
other vacancies.
SECTION 3. PLACE OF MEETING. The Board of Directors may hold its meetings in
such place or places in the State of Nevada or outside the State of Nevada as
the Board from time to time shall determine.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places as the Board from time to time by resolution shall
determine. No notice shall be required for any regular meeting of the Board of
Directors; but a copy of every resolution fixing or changing the time or place
of regular meetings shall be mailed to every Director at least five (5) days
before the first meeting held in pursuance thereof.
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SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held whenever called by direction of the President or by any two of the
Directors then in office.
Notice of the day, hour and place of holding of each special meeting shall be
given by mailing the same at least two (2) days before the meeting or by causing
the same to be transmitted by telegraph, cable or wireless at least one day
before the meeting to each Director. Unless otherwise indicated in the notice
thereof, any and all business other than an amendment of these Bylaws may be
transacted at any special meeting, and an amendment of these Bylaws may be acted
upon if the notice of the meeting shall have stated that the amendment of these
Bylaws is one of the purposes of the meeting. At any meeting at which every
Director shall be present, even though without any notice, any business may be
transacted, including the amendment of these Bylaws.
SECTION 6. QUORUM. Subject to the provisions of Section 2 of this Article II, a
majority of the members of the Board of Directors in office (but, unless the
Board shall consist solely of one Director, in no case less than one-third of
the total number of Directors nor less than two Directors) shall constitute a
quorum for the transaction of business and the vote of the majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be the act of the Board of Directors. If at any meeting of the
Board there is less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
SECTION 7. ORGANIZATION. The Chairman of the Board, or in his absence, the
President shall preside at all meetings of the Board of Directors. In the
absence of the Chairman of the Board and the President, a Chairman shall be
elected from the Directors present. The Secretary of the Corporation shall act
as Secretary of all meetings of the Directors; but in the absence of the
Secretary, the Chairman may appoint any person to act as Secretary of the
meeting.
SECTION 8. COMMITTEE. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation. The Board 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. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided by resolution
passed by a majority of the whole Board, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and the affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or amending these Bylaws; and unless such resolution,
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these Bylaws, or the Articles of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
SECTION 9. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted by the
Articles of Incorporation or by these Bylaws, the members of the Board of
Directors or any committee designated by the Board, may participate in a meeting
of the Board or such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
SECTION 19. CONSENT OF DIRECTORS OR COMMITTEE IN LIEU OF MEETING. Unless
otherwise restricted by the Articles of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereto, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee, as the case may be.
ARTICLE III
OFFICERS
--------
SECTION 1. OFFICERS. The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer,
and such additional officers, if any, as shall be elected by the Board of
Directors pursuant to the provisions of Section 8 of this Article III. The
Chairman of the Board, the President, one or more Vice Presidents, the Secretary
and the Treasurer shall be elected by the Board of Directors at its first
meeting after each annual meeting of the shareholders. The failure to hold such
election shall not of itself terminate the term of office of any officer. All
officers shall hold office at the pleasure of the Board of Directors. Any
officer may resign at any time upon written notice to the Corporation. Officers
may, but need not, be Directors. Any number of offices may be held by the same
person.
All officers, agents and employees shall be subject to removal, with or without
cause, at any time by the Board of Directors. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights. All agents
and employees other than officers elected by the Board of Directors shall also
be subject to removal, with or without cause, at any time by the officers
appointing them.
Any vacancy caused by the death of any officer, his resignation, his removal, or
otherwise, may be filled by the Board of Directors, and any officer so elected
shall hold office at the pleasure of the Board of Directors.
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In addition to the powers and duties of the officers of the Corporation as set
forth in these Bylaws, the officers shall have such authority and shall perform
such duties as from time to time may be determined by the Board of Directors.
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and at all meetings of
the Board of Directors and shall have such other powers and perform such other
duties as may from time to time be assigned to him by these Bylaws or by the
Board of Directors.
SECTION 3. POWERS AND DUTIES OF THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall have general charge and control of all its business and affairs
and shall have all powers and shall perform all duties incident to the office.
In the absence of the Chairman of the Board he shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors and shall have
such other powers and perform such other duties as may from time to time be
assigned to him by these Bylaws or by the Board of Directors or the Chairman of
the Board.
SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. Each Vice President shall
have all powers and shall perform all duties incident to the office of Vice
President and shall have such other powers and perform such other duties as may
from time to time be assigned to him by these Bylaws or by the Board of
Directors, the Chairman of the Board or the President.
SECTION 5. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the shareholders in books provided for that purpose; he shall attend
to the giving or serving of all notices of the Corporation; he shall have
custody of the corporate seal of the Corporation and shall affix the same to
such documents and other papers as the Board of Directors or the President shall
authorize and direct; he shall have charge of the stock certificate books,
transfer books and stock ledgers and such other books and papers as the Board of
Directors or the President shall direct, all of which shall at all reasonable
times be open to the examination of any Director, upon application, at the
office of the Corporation during business hours; and whenever required by the
Board of Directors, the Chairman of the Board or the President shall render
statements of such accounts; and he shall have all powers and shall perform all
duties incident to the office of Secretary and shall also have such other powers
and shall perform such other duties as may from time to time be assigned to him
by these Bylaws or by the Board of Directors, the Chairman of the Board or the
President.
SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall be the chief
financial officer of the Corporation and shall have custody of, and when proper
shall pay out, disburse or otherwise dispose of, all funds and securities of the
Corporation which may have come into his hands; he may endorse on behalf of the
Corporation for collection checks, notes and other obligations and shall deposit
the same to the credit of the Corporation in such bank or banks or depositary or
depositories as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made to the
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Corporation; he shall enter or cause to be entered regularly in the books of the
Corporation kept for the purpose full and accurate accounts of all moneys
received or paid or otherwise disposed of by him and whenever required by the
Board of Directors, the Chairman of the Board or the President shall render
statements of such accounts; he shall, at all reasonable times, exhibit his
books and accounts to any Director of the Corporation upon application at the
office of the Corporation during business hours; and he shall have all powers
and he shall perform all duties incident to the office of Treasurer and shall
also have such other powers and shall perform such other duties as may from time
to time be assigned to him by these Bylaws or by the Board of Directors, the
Chairman of the Board or the President.
SECTION 7. ADDITIONAL OFFICERS. The Board of Directors may from time to time
elect such other officers (who may but need not be Directors), including a
Controller, Assistant Treasurers, Assistant Secretaries and Assistant
Controllers, as the Board may deem advisable and such officers shall have such
authority and shall perform such duties as may from time to time be assigned to
them by the Board of Directors, the Chairman of the Board or the President.
The Board of Directors may from time to time by resolution delegate to any
Assistant Treasurer or Assistant Treasurers any of the powers or duties herein
assigned to the Treasurer; and may similarly delegate to any Assistant Secretary
or Assistant Secretaries any of the powers or duties assigned to the Secretary.
SECTION 8. GIVING OF BOND BY OFFICERS. All officers of the Corporation, if
required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such penalties and
with such conditions and security as the Board shall require.
SECTION 9. VOTING UPON STOCKS. Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, the President or any Vice President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote, or in the name of the Corporation to execute proxies to vote, at
any meeting of shareholders of any corporation in which the Corporation may hold
stock, and at any such meeting shall possess and may exercise, in person or by
proxy, and any and all rights, powers and privileges incident to the ownership
of such stock. The Board of Directors may from time to time, by resolution,
confer like powers upon any other person or persons.
SECTION 10. COMPENSATION OF OFFICERS. The officers of the Corporation shall be
entitled to receive such compensation for their services as shall from time to
time be determined by the Board of Directors.
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ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
SECTION 1. LIMITATION OF LIABILITY. To the maximum extent allowable by law, no
director of the corporation shall have any personal liability to the corporation
or its stockholders for damages for breach of fiduciary duty as a director. The
above elimination of personal liability shall not be construed to eliminate or
limit the liability of a director for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or for the payment
of dividends in violation of N.R.S. 78.300.
SECTION 2. NATURE OF INDEMNITY. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a Director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
and may indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he is or
was or has agreed to become an employee or agent of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in the
right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Orange County,
Florida Circuit Court or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Orange County,
Florida Circuit Court or such other court shall deem proper. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 3. SUCCESSFUL DEFENSE. To the extent that a Director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 2 of this
Article IV or in defense of any claim, issue or matter therein,
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he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
SECTION 4. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification of
a Director or officer of the Corporation under Section 2 of this Article IV
(unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the Director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 2. Any indemnification of an employee or agent of
the Corporation under Section 2 (unless ordered by a court) may be made by the
Corporation upon a determination that indemnification of the employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 1. Any such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.
SECTION 5. ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors otherwise
determines in a specific case, expenses incurred by a Director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article
IV. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.
The Board of Directors may authorize the Corporation's legal counsel to
represent such Director, officer, employee or agent in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification
provisions shall be deemed to be a contract between the Corporation and each
Director, officer, employee and agent who serves in any such capacity at any
time while these provisions as well as the relevant provisions of the Nevada
General Corporation Law are in effect and any repeal or modification thereof
shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit, or proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified retroactively
without the consent of such Director, officer, employee or agent.
The indemnification provided by this Article IV shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation may enter
into an agreement with any of its Directors, officers, employees or agents
providing for indemnification and advancement of expenses, including attorneys
fees, that may
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change, enhance, qualify or limit any right to indemnification or advancement of
expenses created by this Article IV.
SECTION 7. SEVERABILITY. If this Article IV or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article IV that shall not have been invalidated and to the
fullest extent permitted by applicable law.
SECTION 8. SUBROGATION. In the event of payment of indemnification to a person
described in Section 1 of this Article IV, the Corporation shall be subrogated
to the extent of such payment to any right of recovery such person may have and
such person, as a condition of receiving indemnification from the Corporation,
shall execute all documents and do all things that the Corporation may deem
necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.
SECTION 9. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under
this Article IV to make any payment in connection with any claim made against a
person described in Section 2 of this Article IV to the extent such person has
otherwise received payment (under any insurance policy, bylaw or otherwise) of
the amounts otherwise indemnifiable hereunder.
ARTICLE V
STOCK-SEAL-FISCAL YEAR
----------------------
SECTION 1. CERTIFICATES FOR SHARES OF STOCK. The certificates for shares of
stock of the Corporation shall be in such form, not inconsistent with the
Articles of Incorporation, as shall be approved by the Board of Directors. All
certificates shall be signed by the Chairman of the Board, the President or a
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and shall not be valid unless so signed.
In case any officer or officers who shall have signed any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates had not ceased to be such
officer or officers of the Corporation.
All certificates for shares of stock shall be consecutively numbered as the same
are issued. The name of the person owning the shares represented thereby with
the number of such shares and the date of issue thereof shall be entered on the
books of the Corporation.
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Except as hereinafter provided, all certificates surrendered to the Corporation
for transfer shall be canceled, and no new certificates shall be issued until
former certificates for the same number of shares have been surrendered and
canceled.
SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person owning a
certificate for shares of stock of the Corporation alleges that it has been
lost, stolen or destroyed, he shall file in the office of the Corporation an
affidavit setting forth, to the best of his knowledge and belief, the time,
place and circumstances of the loss, theft or destruction, and, if required by
the Board of Directors, a bond of indemnity or other indemnification sufficient
in the opinion of the Board of Directors to indemnify the Corporation and its
agents against any claim that may be made against it or them on account of the
alleged loss, theft or destruction of any such certificate or the issuance of a
new certificate in replacement therefor. Thereupon the Corporation may cause to
be issued to such person a new certificate in replacement for the certificate
alleged to have been lost, stolen or destroyed. Upon the stub of every new
certificate so issued shall be noted the fact of such issue and the number, date
and the name of the registered owner of the lost, stolen or destroyed
certificate in lieu of which the new certificate is issued.
SECTION 3. TRANSFER OF SHARES. Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in person or
by his attorney duly authorized in writing, upon surrender and cancellation of
certificates for the number of shares of stock to be transferred, except as
provided in Section 2 of this Article V.
SECTION 4. REGULATIONS. The Board of Directors shall have power and authority to
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.
SECTION 5. RECORD DATE. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
as the case may be, the Board of Directors may fix, in advance, a record date,
which shall not be (i) more than 60 nor less than 10 days before the date of
such meeting, or (ii) in the case of corporate action to be taken by consent in
writing without a meeting prior to, or more than 10 days after, the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, or (iii) more than 60 days prior to any other action.
If no record date is fixed, 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 day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held; the record date for determining shareholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is delivered to the Corporation; and the record
date for
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determining shareholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. 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;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 6. DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.
Subject to the provisions of the Articles of Incorporation, any dividends
declared upon the stock of the Corporation shall be payable on such date or
dates as the Board of Directors shall determine. If the date fixed for the
payment of any dividend shall in any year fall upon a legal holiday, then the
dividend payable on such date shall be paid on the next day not a legal holiday.
SECTION 7. CORPORATE SEAL. The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which seal shall be kept in the custody
of the Secretary. A duplicate of the seal may be kept and be used by any officer
of the Corporation designated by the Board of Directors, the Chairman of the
Board or the President.
SECTION 8. FISCAL YEAR. The fiscal year of the Corporation shall be such fiscal
year as the Board of Directors from time to time by resolution shall determine.
ARTICLE VI
MISCELLANEOUS PROVISIONS
------------------------
SECTION 1. CHECKS, NOTES, ETC. All checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed and, if so required by the Board of Directors, countersigned by such
officers of the Corporation and/or other persons as the Board of Directors from
time to time shall designate.
Checks, drafts, bills of exchange, acceptances, notes, obligations and orders
for the payment of money made payable to the Corporation may be endorsed for
deposit to the credit of the Corporation with a duly authorized depository by
the Treasurer and/or such other officers or persons as the Board of Directors
from time to time may designate.
SECTION 2. LOANS. No loans and no renewals of any loans shall be contracted on
behalf of the Corporation except as authorized by the Board of Directors. When
authorized so to do, any officer or agent of the Corporation may effect loans
and advances for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. When authorized so to do, any
officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the
15
<PAGE>
Corporation, any and all stocks, securities and other personal property at any
time held by the Corporation, and to that end may endorse, assign and deliver
the same. Such authority may be general or confined to specific instances.
SECTION 3. CONTRACTS. Except as otherwise provided in these Bylaws or by law or
as otherwise directed by the Board of Directors, the Chairman of the Board, the
President or any Vice President shall be authorized to execute and deliver, in
the name and on behalf of the Corporation, all agreements, bonds, contracts,
deeds, mortgages, and other instruments, either for the Corporation's own
account or in a fiduciary or other capacity, and the seal of the Corporation, if
appropriate, shall be affixed thereto by any of such officers or the Secretary
or an Assistant Secretary. The Board of Directors, the Chairman of the Board,
the President or any Vice President designated by the Board of Directors, the
Chairman of the Board or the President may authorize any other officer, employee
or agent to execute and deliver, in the name and on behalf of the Corporation,
agreements, bonds, contracts, deeds, mortgages, and other instruments, either
for the Corporation's own account or in a fiduciary or other capacity, and, if
appropriate, to affix the seal of the Corporation thereto.
The grant of such authority by the Board or any such officer may be general or
confined to specific instances.
SECTION 4. WAIVERS OF NOTICE. Whenever any notice whatever is required to be
given by law, by the Articles of Incorporation or by these Bylaws to any person
or persons, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
SECTION 5. OFFICES OUTSIDE OF NEVADA. Except as otherwise required by the laws
of the State of Nevada, the Corporation may have an office or offices and keep
its books, documents and papers outside of the State of Nevada at such place or
places as from time to time may be determined by the Board of Directors, the
Chairman of the Board or the President.
ARTICLE VII
AMENDMENTS
----------
The Board of Directors shall have the power to adopt, amend and repeal from time
to time Bylaws of the Corporation, subject to the right of the shareholders
entitled to vote with respect thereto to amend or repeal such Bylaws as adopted
or amended by the Board of Directors; provided, however, that unless a different
percentage is called for in a particular provision hereof, any amendment or
repeal of the Bylaws of the Corporation by the shareholders shall be by a vote
of the holders of at least 66 2/3 percent of the total votes eligible to be cast
by holders of voting stock with respect to such amendment or repeal.
/s/ Marshall S. Harris
---------------------------------
Marshall S. Harris, Secretary
16
<PAGE>
EXHIBIT 3.29
ARTICLE OF INCORPORATION
OF
LA-MAN CORPORATION
A NEVADA CORPORATION
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned incorporators of these Articles of Incorporation, natural
persons competent to contract, hereby forms a corporation for profit under the
laws of the State of Nevada.
ARTICLE I - NAME
----------------
The name of the corporation is LA-MAN CORPORATION.
ARTICLE II - ADDRESS
--------------------
The address of the principal office of the corporation is 5029 Edgewater
Drive, Orlando, Florida 32810.
ARTICLE III - RESIDENT OFFICE AND AGENT
---------------------------------------
The address of the resident office of the corporation in Nevada is 301 East
Clark Avenue, Suite 700, Las Vegas, Nevada 89101. The name of its resident agent
at such address is Thomas W. Davis, II.
Offices for the transaction of any business of the corporation, and where
meetings of the Board of Directors and of the shareholders may be held, may be
established and maintained in any other part of Nevada, or in any other state,
territory, or possession of the United States of America, or in any foreign
country. It may hold, purchase, mortgage, lease and convey real and personal
property in any of such places.
ARTICLE IV - CAPITAL STOCK
--------------------------
SECTION 4.1 AUTHORIZED CLASSES OF STOCK. The Corporation is authorized to
issue one class of stock to be designated as "Common Stock." The total number of
shares of stock that the corporation shall have authority to issue is 1,000
shares of Common Stock, par value $.001 per share.
<PAGE>
SECTION 4.2 ISSUANCE OF STOCK. The shares of Common Stock may be issued
from time to time for such consideration as the Board of Directors may
determine. Each holder of shares of Common Stock shall be entitled to one vote
for each share of Common Stock held of record on all matters on which the
holders of Common Stock are entitled to vote.
ARTICLE V - DIRECTORS
---------------------
The members of the governing board of the corporation shall be styled directors,
and the number thereof shall be at least one (1) director, as set forth in the
Bylaws. All directors shall then be at least eighteen (18) years of age. The
number of directors may be increased or diminished from time to time by the
Bylaws. The corporation shall have four (4) directors initially. The
shareholders shall have the right and power at any regular meeting or at any
special meeting called for such purpose to remove any director of the
Corporation with or without cause. Directors need not be shareholders.
ARTICLE VI - INITIAL DIRECTORS
------------------------------
The name and address of the initial directors who shall hold office until their
successors are elected and have qualified, is as follows:
J. William Brandner Philip Howe Hoard
5029 Edgewater Drive 700 Glades Court
Orlando, Florida 32810 Port Orange, FL 32127
Marshall S. Harris Todd D. Thrasher
5029 Edgewater Drive 5029 Edgewater Drive
Orlando, Florida 32810 Orlando, Florida 32810
ARTICLE VII - PURPOSE AND POWERS
--------------------------------
SECTION 7.1 PURPOSES. The nature, objects and purposes of the business to
be transacted shall be to transact all lawful business for which corporation may
be incorporated pursuant to the Nevada General Corporation Law.
SECTION 7.2 POWERS. In furtherance of the foregoing purposes, the
corporation shall have and may exercise all of its rights, powers and privileges
now or thereafter conferred upon corporations organized under the laws of
Nevada. In addition, it may do everything necessary, suitable or proper for the
accomplishment of any of its corporation purposes.
2
<PAGE>
ARTICLE VIII - INCORPORATOR
---------------------------
The names and addresses of the incorporator signing Articles of
Incorporation are as follows.
Marshall S. Harris
5029 Edgewater Drive
Orlando, Florida 32810
ARTICLE IX - VOTING RIGHTS
--------------------------
Except as otherwise provided by law, the entire voting power for the
election of directors and for all other purposes shall be vested exclusively in
the holders of the outstanding common shares .
ARTICLE X - INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------------------
SECTION 10.1 LIMITATION OF LIABILITY. To the maximum extent allowable by law,
no director of the corporation shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer. The above elimination of personal liability shall not be
construed to eliminate or limit the liability of a director for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or for the payment of dividends in violation of N.R.S. 78.300.
SECTION 10.2 NATURE OF INDEMNITY. The Corporation shall indemnify any person
who was or is a party or is threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was or has agreed to become a director or officer of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, and may indemnify any person who
was or is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; except that in the case of an action or suit by or in the right of
the Corporation to procure a judgement in its favour (a) such indemnification
shall be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(b) no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation
3
<PAGE>
unless and only to the extent that the Orange County, Florida Circuit Court or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Orange County, Florida Circuit Court or
such other court shall deem proper. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contenders or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that this conduct was unlawful.
SECTION 10.3 SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
10.2 of this Article X or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
SECTION 10.4 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification of a director or officer of the Corporation under Section 10.2
of this Article X (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 10.2. Any indemnification of an
employee or agent of the Corporation under Section 10.2 (unless ordered by a
court) may be made by the Corporation upon a determination that indemnification
of the employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 10.1. Any such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
SECTION 10.5 ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article X.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate. The
Board of Directors may authorize the Corporation's legal counsel to represent
such director, officer, employee or agent in any action, suit or proceeding,
whether or not the Corporation is a party to such action, suit or proceeding.
SECTION 10.6 SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as
4
<PAGE>
the relevant provisions of the Nevada General Corporation Law are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a contract right may not
be modified retroactively without the consent of such director, officer,
employee or agent.
The indemnification provided by this Article X shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The Corporation may enter
into an agreement with any of its directors, officers, employees or agents
providing for indemnification and advancement of expenses, including attorneys
fees, that may change, enhance, qualify or limit any right to indemnification or
advancement of expenses created by this Article X.
SECTION 10.7 SEVERABILITY. If this Article X or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article X that shall not have been invalidated and to the
fullest extent permitted by applicable law.
SECTION 10.8 SUBROGATION. In the event of payment of indemnification to a
person described in Section 10.1 of this Article X, the Corporation shall be
subrogated to the extent of such payment to any right of recovery such person
may have and such person, as a condition of receiving indemnification from the
Corporation, shall execute all documents and do all things that the Corporation
may deem necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.
SECTION 10.9 NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article X to make any payment in connection with any claim
made against a person described in Section 10.2 of this Article X to the extent
such person has otherwise received payment (under any insurance policy, bylaw or
otherwise) of the amounts otherwise indemnifiable hereunder.
ARTICLE XI-MISCELLANEOUS
------------------------
SECTION 11.1 CONFLICTING INTEREST TRANSACTIONS. As used in this
paragraph, "conflicting interest transaction" means any of the following: (a) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or
5
<PAGE>
officer or has a financial interest; (b) a guaranty by the corporation of an
obligation of a director of the corporation or of an obligation of an entity in
which a director of the corporation is a director or officer or has a financial
interest; or (c) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or voidable, be
enjoined, set aside or give rise to an award of damages or other sanctions in a
proceeding by a shareholder or by or in the right of the corporation, solely
because the conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meetings of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose if: (i) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less than a
quorum; or (ii) the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest transaction
is specifically authorized, approved and ratified in good faith by a vote of the
shareholders; or (iii) a conflicting interest transaction is fair to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes, approves or ratifies
the conflicting interest transaction.
SECTION 11.2 NEGOTIATIONS OF EQUITABLE INTERESTS IN SHARES OR RIGHTS.
Unless a person is recognized as a shareholder through procedures established by
the corporation pursuant to the Nevada General Corporation Law or any similar
law, the corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes permitted by the
Nevada General Corporation Law including without limitation all rights deriving
from such shares, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares or rights deriving from
such shares on the part of any other person, including without limitation a
purchaser, assignee or transferee of such shares, unless and until such other
person becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive notice
of the claimed interest of such other person. By way of example and not of
limitation, until such other person has become the registered holder of such
shares or is recognized pursuant to the Nevada General Corporation Law or any
similar applicable law, such person shall not be entitled: (a) to receive notice
of the meetings of shareholders; (b) to vote at such meetings; (c) to examine a
list of the shareholders; (d) to be paid dividends or other distributions
payable to shareholders; or (e) to own, enjoy and exercise any other rights
deriving from such shares against the corporation.
6
<PAGE>
IN WITNESS WHEREOF, the undersigned Incorporators have hereunto signed and
acknowledged these Articles of Incorporation this 5/th/ day of November, 1998.
/s/ Marshall S. Harris
--------------------------------
Marshall S. Harris
STATE OF FLORIDA )
) ss.:
COUNTY OF ORANGE )
On this 5/th/ of November, 1998, personally appeared before me, a notary public,
Marshall S. Harris, known to me to be the person described in and who executed
the above and foregoing Articles of Incorporation as incorporator, and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
____________________________________
Name: /s/ Barbara Dickie
-------------------------------
Notary Public - State of Florida
My Commission Expires: 05/16/02
[SEAL]
7
<PAGE>
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY
RESIDENT AGENT
In the matter of La-Man Corporation
I, Thomas W. Davis, II, hereby state that on the 6/TH/ day of November, 1998, I
accepted the appointment as resident agent for the above named business entity.
The street address of the resident agent in this state is as follows:
301 East Clark Avenue Suite 700
Las Vegas, Nevada 89101
/s/ Thomas W. Davis, II
----------------------------------
Thomas W. Davis, II
Registered Agent
8
<PAGE>
EXHIBIT 3.30
________________________________________________________________________________
________________________________________________________________________________
BYLAWS
OF
LA-MAN CORPORATION
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION CAPTION PAGE
- ------- ------- ----
<S> <C>
ARTICLE I - Meetings of Shareholders............. 1
Section 1 Annual Meeting......................................... 1
Section 2 Special Meetings....................................... 1
Section 3 Place.................................................. 1
Section 4 Action by Shareholders Without a Meeting............... 1
Section 5 Notice of Meeting...................................... 2
Section 6 Notice of Adjourned Meetings........................... 2
Section 7 Waiver of Notice....................................... 3
Section 8 Record Date............................................ 3
Section 9 Shareholders' List for Meeting......................... 3
Section 10 Voting Entitlement of Shares........................... 4
Section 11 Proxies................................................ 4
Section 12 Shareholder Quorum and Voting.......................... 5
Section 13 Voting Trusts.......................................... 5
Section 14 Shareholders' Agreements............................... 5
ARTICLE II - Directors........................... 6
Section 1 General Powers......................................... 6
Section 2 Qualifications of Directors............................ 6
Section 3 Number................................................. 6
Section 4 Election and Term...................................... 6
Section 5 Vacancy on Board....................................... 6
Section 6 Removal of Directors by Shareholders................... 6
Section 7 Compensation........................................... 7
Section 8 Presumption of Assent.................................. 7
Section 9 Directors' Meetings.................................... 7
Section 10 Notice of Meetings..................................... 7
Section 11 Waiver of Notice....................................... 7
Section 12 Quorum and Voting...................................... 7
Section 13 Action By Directors Without a Meeting.................. 7
Section 14 Adjournments........................................... 8
Section 15 Participation by Conference Telephone.................. 8
ARTICLE III - Committees......................... 8
Section 1 Executive and Other Committees......................... 8
</TABLE>
i
<PAGE>
ARTICLE IV - Officers............................. 9
Section 1 Officers, Election and Terms of Office................... 9
Section 2 Resignation and Removal of Officers...................... 9
Section 3 Vacancies................................................ 9
Section 4 Chairman of the Board.................................... 9
Section 5 President................................................ 10
Section 6 Vice President........................................... 10
Section 7 Secretary................................................ 10
Section 8 Treasurer................................................ 11
Section 9 Delegation of Duties..................................... 11
ARTICLE V - Stock Certificates.................... 11
Section 1 Issuance................................................. 11
Section 2 Signatures; Form......................................... 11
Section 3 Transfer of Stock........................................ 12
Section 4 Lost Certificates........................................ 12
ARTICLE VI - Distributions........................ 13
ARTICLE VII - Corporate Records; Shareholders'
Inspection Rights; Financial Information.... 13
Section 1 Corporate Records........................................ 13
Section 2 Shareholders' Inspection Rights.......................... 14
Section 3 Financial Statements for Shareholders.................... 14
Section 4 Other Reports to Shareholders............................ 15
ARTICLE VIII - Indemnification.................... 13
Section 1 Definitions.............................................. 15
Section 2 Indemnification of Officers, Directors,
Employees and Agents................................... 16
ARTICLE VII - General Provisions.................. 19
Section 1 Fiscal Year.............................................. 19
Section 2 Seal..................................................... 19
Section 3 Amendment of Bylaws...................................... 19
CERTIFICATION OF ADOPTION......................... 20
ii
<PAGE>
BYLAWS
OF
LA-MAN CORPORATION
ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
--------- --------------
this Corporation shall be held following the end of the Corporation's fiscal
year at such time as shall be determined by the Board of Directors. The annual
meeting shall be held for the election of directors of the Corporation and the
transaction of any business which may be brought before the meeting. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of shareholders. The failure to
hold the annual meeting at the time stated shall not affect the validity of any
corporate action and shall not work a forfeiture of or dissolution of the
Corporation. Annual meetings shall be held at the Corporation's principal office
unless stated otherwise in the notice of the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
--------- ----------------
shall be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than 10% of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting. A meeting requested by shareholders shall be called for a date
not less than 10 nor more than 60 days after the request is made. The call for
the meeting shall be issued by the Secretary, unless the President, the Board of
Directors, or shareholders requesting the calling of the meeting shall designate
another person to do so. Only business within the purpose of the notice of a
special meeting, as provided in Section 5 of this Article I, may be conducted at
a special meeting.
SECTION 3. PLACE. Meetings of shareholders may be held either within
--------- -----
or without the State of Nevada. Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation in the State of Florida.
SECTION 4. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Action that is
--------- ----------------------------------------
required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if such action is evidenced by one or more written consents, setting forth
the action taken, dated and signed by the holders of outstanding stock entitled
to vote thereon 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, and delivered to the
Corporation by delivery to its principal office in the State of Florida, its
principal place of business, the corporate secretary, or another officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of shareholders
1
<PAGE>
are recorded. No written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the date of the earliest dated
consent delivered in the manner required by this Section, written consent signed
by the number of holders required to take action is delivered to the Corporation
by delivery as set forth in this Section.
Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation shall be effective unless in writing and until received by
the Corporation at its principal office in this State or its principal place of
business, or received by the corporate secretary or other officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.
Within 10 days after obtaining such authorization by written consent,
notice shall be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be such for
which dissenters' rights are provided under Nevada law, the notice shall contain
a clear statement of the right of shareholders dissenting therefrom to be paid
the fair value of their shares upon compliance with further provisions of Nevada
law regarding the rights of dissenting shareholders.
A consent signed under this Section has the effect of a meeting vote
and may be described as such in any document.
Whenever action is taken pursuant to this Section, the written consent
of the shareholders consenting thereto or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.
SECTION 5. NOTICE OF MEETING. The Corporation shall notify
--------- -----------------
shareholders in writing of the date, time, and place of each annual and special
shareholders' meeting no fewer than 10 or more than 60 days before the meeting
date. Notice of a shareholders' meeting may be communicated or delivered to any
shareholder in person, or by teletype, telegraph or other form of electronic
communication, or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. If notice is mailed,
it shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
SECTION 6. NOTICE OF ADJOURNED MEETINGS. When an annual or special
--------- ----------------------------
shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting
2
<PAGE>
must be given to persons who are shareholders as of the new record date who are
entitled to notice of the meeting.
SECTION 7. WAIVER OF NOTICE. A shareholder may waive any notice
--------- ----------------
required by the Articles of Incorporation or Bylaws before or after the date
and time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a
shareholder at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.
SECTION 8. RECORD DATE. For the purpose of determining the
--------- -----------
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action, the Board of Directors may fix
the record date for any such determination of shareholders.
The record date for determining shareholders entitled to demand a
special meeting shall be the date the first shareholder delivers such a demand
to the Corporation. The record date for determining shareholders entitled to
take action without a meeting shall be the date the first signed written consent
is delivered to the Corporation under Section 4 of this Article. A record date
for purposes of this Section may not be more than 70 days before the meeting or
action requiring a determination of shareholders.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting.
SECTION 9. SHAREHOLDERS' LIST FOR MEETING. After fixing a record
--------- ------------------------------
date for a meeting, the Corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group with the address of, and the number and class
and series, if any, of shares held by each. The shareholders' list shall be
available for inspection by any shareholder for a period of 10 days prior to the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the Corporation's principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the Corporation's transfer agent or registrar. A
shareholder or his agent or attorney is entitled on written demand to inspect
the list, during regular
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business hours and at the shareholder's expense, during the period it is
available for inspection.
The Corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
SECTION 10. VOTING ENTITLEMENT OF SHARES. Except as provided otherwise
---------- ----------------------------
in the Articles of Incorporation or herein, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to vote at a meeting
of the shareholders. Shares standing in the name of another Corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of the corporate shareholder may prescribe or, in the absence of any applicable
provision, by such person as the board of directors of the corporate shareholder
may designate. In the absence of any such designation or in case of conflicting
designation by the corporate shareholder, the President, any Vice President, the
Secretary, and the Treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares.
Shares entitled to vote held by an administrator, executor, guardian,
personal representative, or conservator may be voted by such person, either in
person or by proxy, without a transfer of such shares into such person's name.
Shares standing in the name of a trustee may be voted by such person, either in
person or by proxy, but no trustee shall be entitled to vote shares held by such
person without a transfer of such shares into such person's name or the name of
such person's nominee.
Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.
Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.
SECTION 11. PROXIES. A shareholder, other person entitled to vote on
---------- -------
behalf of a shareholder pursuant to law, or attorney in fact, may vote such
shareholder's shares in person or by proxy.
A shareholder may appoint a proxy to vote or otherwise act for such
shareholder by signing an appointment form, either personally or by such
shareholder's attorney-in-fact. An executed telegram or cablegram appearing to
have been transmitted by such person, or a photographic, photostatic, telecopy
or equivalent reproduction of an appointment form is a sufficient appointment
form. An appointment of a proxy is effective when received by the
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Secretary or other officer authorized to tabulate votes and is valid for up to
11 months unless a longer period is expressly provided in the appointment form.
The death or incapacity of a shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.
SECTION 12. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
---------- -----------------------------
entitled to vote, represented in person or by proxy, shall constitutes a quorum
at a meeting of shareholders.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or applicable law requires a greater number of
affirmative votes. After a quorum has been established at a shareholders'
meeting, a subsequent withdrawal of shareholders, so as to reduce the number of
shares entitled to vote at the meeting below the number required for a quorum,
shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
SECTION 13. VOTING TRUSTS. One or more shareholders may create a
---------- -------------
voting trust, conferring on a trustee the right to vote or otherwise act for
them, by signing an agreement setting out the provisions of the trust (which
may include anything consistent with its purpose) and transferring their shares
to the trustee. When a voting trust agreement is signed, the trustee shall
prepare a list of the names and addresses of all owners of beneficial interests
in the trust, together with the number and class of shares each transferred to
the trust, and deliver copies of the list and agreement to the Corporation's
principal office. After filing a copy of the list and agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.
A voting trust shall be valid for not more than 10 years after its
effective date, provided that all or some of the parties to a voting trust may
extend it for additional terms of not more than 10 years each by signing an
extension agreement and obtaining the voting trustee's written consent to the
extension. An extension is valid for the period set forth therein, up to 10
years, from the date the first shareholder signs the extension agreement. The
voting trustee must deliver copies of the extension agreement and list of
beneficial owners to the Corporation's principal office. An extension agreement
binds only those parties signing it.
SECTION 14. SHAREHOLDERS' AGREEMENT. Two or more shareholders may
---------- -----------------------
provide for the manner in which they will vote their shares by signing an
agreement for that purpose.
When a shareholders' agreement is signed, the shareholders who are
parties thereto shall deliver copies of the agreement to the Corporation's
principal office. After filing a copy of
5
<PAGE>
the agreement in a Corporation's principal office, such copy shall be open to
inspection by any shareholder of the Corporation, or any party to the agreement
during business hours.
ARTICLE II
----------
DIRECTORS
---------
SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by
--------- --------------
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.
SECTION 2. QUALIFICATIONS OF DIRECTORS. Directors must be natural
--------- ----------------------------
persons who are eighteen years of age or older but need not be residents of
Nevada or shareholders of this Corporation.
SECTION 3. NUMBER. The Board of Directors of this Corporation as of
--------- ------
the date of adoption of these Bylaws shall consist of one (1) members. The
number of directors may be increased or decreased from time to time by action of
the Board of Directors, but no decrease shall have the effect of shortening the
terms of any incumbent director. Directors are elected at each annual meeting of
shareholders.
SECTION 4. ELECTION AND TERM. Each person named in the Articles of
--------- -----------------
Incorporation as a member of the initial Board of Directors shall hold office
until the first shareholders' meeting at which directors are elected and until
such person's successor shall have been elected and qualified or until such
person's earlier resignation, removal from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which such director is elected and until such director's successor shall have
been elected and qualified or until such director's earlier resignation, removal
from office or death.
SECTION 5. VACANCY ON BOARD. Any vacancy occurring in the Board of
--------- ----------------
Directors, including a vacancy resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
SECTION 6. REMOVAL OF DIRECTORS BY SHAREHOLDERS. The shareholders may
--------- ------------------------------------
remove one or more directors with or without cause. A director may be removed by
the shareholders at a meeting of shareholders, provided the notice of the meting
states that the purpose, or one of the purposes, of the meeting is removal of
the director. A director may be removed only if the
6
<PAGE>
number of votes cast to remove him represents a majority of the votes entitled
to be cast for such removal.
SECTION 7. COMPENSATION. The Board of Directors shall have authority
--------- ------------
to fix the compensation of directors.
SECTION 8. PRESUMPTION OF ASSENT. A director of the Corporation who is
--------- ---------------------
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interests.
SECTION 9. DIRECTORS' MEETING. The Board of Directors may hold regular
--------- ------------------
or special meetings within or outside of the State of Nevada. Meetings of the
Board of Directors may be called at any time by the President of the
Corporation, or by any two directors.
SECTION 10. NOTICE OF MEETINGS. Regular meetings of the Board of
--------- ------------------
Directors may be held without notice of the date, time, place or purpose of the
meetings. Special meetings of the Board of Directors shall be preceded by at
least two days' notice of the date, time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need to be specified in the
notice or waiver of notice of such meeting.
SECTION 11. WAIVER OF NOTICE. Notice of a meeting of the Board of
--------- ----------------
Directors need not be given to any director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
SECTION 12. QUORUM AND VOTING. A majority of the number of directors
--------- -----------------
fixed by these Bylaws shall constitute a quorum for the transaction of business.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of directors present shall be the act of the Board of Directors.
SECTION 13. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required
--------- -------------------------------------
or permitted by law to be taken at a meeting of the Board of Directors or any
committee thereof may be taken without a meeting if such action is taken in
writing signed by all members of the Board or the committee. The action must be
evidenced by one or more written consents describing the action taken and signed
by each director or committee member, and shall be effective when the
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<PAGE>
last director signs the consent, unless the consent specifies a different
effective date. The consent signed shall have the effect of a meeting vote and
may be described as such in any document.
SECTION 14. ADJOURNMENTS. A majority of the directors present, whether
---------- ------------
or not a quorum exists, may adjourn any meeting of the Board of Directors or any
committee thereof to another time and place. Notice of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.
SECTION 15. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
---------- -------------------------------------
Board of Directors or any committee thereof may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
-----------
COMMITTEES
----------
SECTION 1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
--------- ------------------------------
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an Executive Committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:
(a) Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders.
(b) Fill vacancies on the Board of Directors or any committee
thereof.
(c) Adopt, amend, or repeal the Bylaws.
(d) Authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors.
(e) Authorize or approve the issuance or sale, or contract for the
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a voting group except that the Board of Directors may
authorize a committee (or a senior executive officer of the Corporation) to do
so within limits specifically prescribed by the Board of Directors.
Each committee must have two or more members who serve at the pleasure
of the Board of Directors. The Board, by resolution adopted in accordance with
this Section, may
8
<PAGE>
designate one or more directors as alternate members of any such committee who
may act in the place and stead of any absent member or members at any meeting of
such committee.
Neither the designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by any member of the Board of Directors not a member of
the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interest of the Corporation, and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances.
ARTICLE IV
----------
OFFICERS
--------
SECTION 1. OFFICERS, ELECTION AND TERMS OF OFFICE. The principal officers
--------- --------------------------------------
of this Corporation shall consist of a President, a Secretary, a Treasurer and,
in the discretion of the Board of Directors, one or more Vice Presidents, each
of whom shall be elected by the Board of Directors at the first meeting of
directors immediately following the annual meeting of shareholders of this
Corporation, and shall hold their respective offices from the date of the
meeting at which elected until the time of the next succeeding meeting of the
Board following the annual meeting of the shareholders. The Board of Directors
shall have the power to elect or appoint, for such term as it may see fit, such
other officers and assistant officers and agents as it may deem necessary, and
to prescribe such duties for them to perform as it may deem advisable. Any two
or more offices may be held by the same person. Failure to elect a President,
Vice President, Secretary or Treasurer shall not affect the existence of the
Corporation.
SECTION 2. RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at
--------- -----------------------------------
any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date and the Corporation accepts
the future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.
The Board of Directors may remove any officer at any time with or without
cause. Any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer. Removal of any officer shall be without
prejudice to the contract rights, if any, of the person so removed; however,
election or appointment of an officer or agent shall not in itself create
contract rights.
SECTION 3. VACANCIES. Any vacancy, however occurring, in any office may be
--------- ---------
filled by the Board of Directors.
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<PAGE>
SECTION 4. CHAIRMAN OF THE BOARD. The Chairmen of the Board of Directors
--------- ---------------------
shall preside at all meetings of the Board of Directors and shall have such
other duties and responsibilities as may be delegated from time to time by the
Board of Directors pursuant to resolutions duly adopted in accordance with these
Bylaws.
SECTION 5. PRESIDENT. The President shall be chief executive officer of
--------- ---------
the Corporation and, subject to the direction of and limitations imposed by the
Board of Directors, shall have general charge of the business, affairs and
property of the Corporation and general supervision over its other officers and
agents. The President shall preside at all meetings of the shareholders and, in
the absence of the Chairman of the Board, at meetings of the Board of Directors.
The President, unless some other person is thereunto expressly authorized by
resolution of the Board of Directors, shall sign all certificates of stock,
execute all contracts, deeds, notes, mortgages, bonds and other instruments and
papers in the name of the Corporation and on its behalf; subject, however, to
the control, when exercised, of the Board of Directors. The President shall, at
each annual meeting, present a report of the business and affairs of the
Corporation. The President shall have the power to employ and terminate the
employment of all such subordinate officers, agents, clerks and other employees
not herein provided to be selected by the Board, as such President may find
necessary to transact the business of the Corporation, and shall have the right
to fix the compensation thereof.
SECTION 6. VICE PRESIDENT. One or more Vice Presidents may be designated
--------- --------------
by that title or such additional title or titles as the Board of Directors may
determine. A Vice President shall have the powers and perform such duties as
may be delegated to such a Vice President by the Board of Directors, or in the
absence of such action by the Board, then by the President. A Vice President
(in such order of seniority as may be determined by the Board of Directors, if
any) shall, except as may be expressly limited by action of the Board of
Directors, perform the duties and exercise the powers of the President during
the absence or disability of the President; and, in such case, concurrently with
the President, shall at all times have the power to sign all certificates of
stock, execute all contracts, deeds, notes, mortgages, bonds and other
instruments and documents in the name of the Corporation on its behalf which the
President is authorized to do, but subject to the control and authority at all
times of the Board of Directors. A Vice President also shall have such powers
and perform such duties as usually pertain to such office or as are properly
required by the Board of Directors.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of all meetings
--------- ---------
of the shareholders and the Board of Directors in a book or books to be kept for
such purposes, and also, when so requested, the minutes of all meetings of
committees in a book or books to be kept for such purposes. The Secretary shall
attend to giving and serving of all notices, and such Secretary shall have
charge of all books and papers of the Corporation, except those hereinafter
directed to be in charge of the Treasurer, or except as otherwise expressly
directed by the Board of Directors. The Secretary shall keep the stock
certificate book or books. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary shall sign with the President all certificates
of stock as the Secretary of this Corporation and as Secretary affix or cause to
be affixed thereto the seal
10
<PAGE>
of the Corporation. The Secretary may sign as Secretary of the Corporation, with
the President in the name of the Corporation and on its behalf, all contracts,
deeds, mortgages, bonds, notes and other papers, instruments and documents,
except as otherwise expressly provided by the Board of Directors, and as such,
the Secretary shall affix the seal of the Corporation thereto when required
thereby. Under the direction of the Board of Directors, or the President, the
Secretary shall perform all the duties usually pertaining to the office of the
Secretary; and such Secretary shall perform such other duties as may be
prescribed by the Board of Directors or the President.
SECTION 8. TREASURER. The Treasurer shall have the custody of all the
--------- ---------
funds and securities of the Corporation except as may be otherwise provided by
the Board of Directors, and the Treasurer shall make such disposition of the
funds and other assets of the Corporation as such Treasurer may be directed by
the Board of Directors. The Treasurer shall keep or cause to be kept a record of
all money received and paid out, and all vouchers and receipts given therefor,
and all other financial transactions of the Corporation. The Treasurer shall
have general charge of all financial books, vouchers and papers belonging to the
Corporation or pertaining to its business. The Treasurer shall render an account
of the Corporation's funds at the first meeting of the Board of Directors
immediately following the annual meeting of shareholders of this Corporation,
and at such other meetings as such Treasurer may be requested, and such
Treasurer shall make an annual statement of the finances of the Corporation. If
at any time there is a person designated as Comptroller of the Corporation, the
Treasurer may delegate to such Comptroller such duties and powers as to the
Treasurer may seem proper. The Treasurer shall perform such other duties as are
usually incident by law or otherwise to the office of the Treasurer, and as such
Treasurer may be directed or required by the Board of Directors or the
President.
SECTION 9. DELEGATION OF DUTIES. In the case of the absence or
--------- --------------------
disability of any officer of the Corporation, or in case of a vacancy in any
office or for any other reason that the Board of Directors may deem sufficient,
the Board of Directors, except as otherwise provided by law, may delegate the
powers or duties of any officer during the period of such officer's absence or
disability to any other officer or to any director.
ARTICLE V
---------
STOCK CERTIFICATES
------------------
SECTION 1. ISSUANCE. Every holder of shares in this Corporation shall
--------- --------
be entitled to have a certificate, representing all shares to which such holder
is entitled. No certificate shall be issued for any share until such share is
fully paid.
SECTION 2. SIGNATURES; FORM. Certificates representing shares in this
--------- ----------------
Corporation shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary and may be sealed with the seal of this
Corporation or a facsimile thereof. The signatures of the President and the
Secretary may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the Corporation itself or an employee
of the Corporation.
11
<PAGE>
In case any officer who signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer at the date of its issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize such
restrictions upon the certificate. Alternatively, each certificate may state
conspicuously that the Corporation will furnish to any shareholder upon request
and without charge a full statement of such restrictions.
SECTION 3. TRANSFER OF STOCK. Shares of stock of the Corporation
--------- -----------------
shall be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney in fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled". The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock as it deems appropriate.
If any holder of any stock of the Corporation shall have entered into
an agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition is
imposed or placed upon or in connection with the sale or transfer of any share
of stock of the Corporation, and if a duly executed or certified copy thereof
shall have been filed with the Secretary of the Corporation, none of the shares
of stock covered by such agreement or to which it relates, of any such
contracting shareholder, shall be transferred upon the books of the Corporation
until there has been filed with the Secretary of the Corporation evidence
satisfactory to the Secretary of the Corporation of compliance with such
agreement, and any evidence of any kind or quality, of compliance with the terms
of such agreement which the Secretary deems satisfactory or sufficient shall be
conclusive upon all parties interested; provided, however, that neither the
Corporation nor any director, officer, employee or transfer agent thereof shall
be liable for transferring or effecting or permitting the transfer of any such
shares of stock contrary to or inconsistent with the terms of any such
agreement, in the absence of proof of willful disregard thereof or fraud, bad
faith or gross negligence on the part of the party to be charged; provided,
further, that the certificate of the Secretary, under the seal of the
Corporation, bearing the date of its issuance by the Secretary, certifying that
such an agreement is or is not on file with the Secretary, shall be conclusive
as to such fact so certified for a period of five days from the date of such
certificate, with respect to the rights of any innocent purchaser or transferee
for value of any such shares without actual notice of the existence of any
restrictive agreement.
SECTION 4. LOST CERTIFICATES. Any shareholder claiming a certificate
--------- -----------------
of stock to be lost or destroyed shall make affidavit or affirmation of the fact
that such
12
<PAGE>
shareholder is the owner and holder thereof, and give notice of the loss or
destruction of same in such manner as the Board of Directors may require, and
shall give the Corporation a bond of indemnity in form, and with one or more
sureties satisfactory to the Board of Directors, payable as may be required by
the Board of Directors to protect the Corporation and any person injured by the
issuance of the new certificate from any liability or expense which it or they
may incur by reason of the original certificate remaining outstanding, whereupon
the President or a Vice President and the Secretary or an Assistant Secretary
may cause to be issued a new certificate in the same tenor as the one alleged to
be lost or destroyed, but always subject to approval of the Board of Directors.
ARTICLE VI
----------
DISTRIBUTIONS
-------------
The Board of Directors may, from time to time, declare distributions to the
Corporation's shareholders in cash, property, or shares of the Corporation,
unless the distribution would (i) cause the Corporation to be unable to pay its
debts as they become due in the usual course of business, or (ii) cause the
Corporation's assets to be less than its liabilities plus the amount necessary,
if the Corporation were dissolved at the time of the distribution, to satisfy
the preferential rights of shareholders whose rights are superior to those
receiving the distribution. The shareholders and the Corporation may enter into
an agreement requiring the distribution of corporate profits, subject to the
provisions of Nevada law.
ARTICLE VII
-----------
CORPORATE RECORDS; SHAREHOLDERS'
INSPECTION RIGHTS; FINANCIAL INFORMATION
----------------------------------------
SECTION 1. CORPORATE RECORDS.
--------- -----------------
The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by committees of the Board of Directors on behalf of the
Corporation.
The Corporation shall maintain accurate accounting records and a record of
its shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each.
13
<PAGE>
The Corporation shall keep copies of: its Articles of Incorporation
and all amendments thereto and restatements thereof currently in effect; these
Bylaws or restated Bylaws and all amendments currently in effect; resolutions
adopted by the Board of Directors creating one or more classes or series of
shares and fixing their relative rights, preferences, and limitations, if shares
issued pursuant to those resolutions are outstanding; the minutes of all
shareholders' meetings and records of all actions taken by shareholders without
a meeting for the past three years; written communications to all shareholders
generally or all shareholders of a class of series within the past three years,
including the financial statements furnished for the last three years; a list of
names and business street addresses of its current directors and officers; and
its most recent annual report delivered to the Department of State.
D. The corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS. Shareholder shall be
--------- -------------------------------
entitled to inspect and copy, during regular business hours at the Corporation's
principal office, any of the corporate records described in Section 1 of this
Article if the shareholder gives the Corporation written notice of the demand at
least five business days before the date on which he wishes to inspect and copy
the records.
Shareholder shall be entitled to inspect and copy, during regular
business hours at a reasonable location specified by the Corporation, any of the
following records of the Corporation if the shareholder gives the Corporation
written notice of this demand at least five (5) business days before the date on
which the Shareholder wishes to inspect and copy, provided (a) the demand is
made in good faith and for a proper purpose, (b) the shareholder describes with
reasonable particularity the purpose and the records he desires to inspect,
and (c) the records are directly connected with the purpose: (i) excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors while acting in place of the Board on
behalf of the Corporation; (ii) accounting records; (iii) the record of
shareholders; and (iv) any other books and records of the Corporation.
This Section 2 does not affect the right of a shareholder to inspect
and copy the shareholders' list described in Section 9 of Article I, if the
shareholder is in litigation with the Corporation to the same extent as any
other litigant or the power of a court to compel the production of corporate
records for examination.
The Corporation may deny any demand for inspection if the demand was made
for an improper purpose, or if the demanding shareholder has within the two (2)
years preceding such demand, sold or offered for sale any list of shareholders
of the Corporation or of any other corporation, has aided or abetted any person
in procuring any list of shareholders for that purpose, or has improperly used
any information secured through any prior examination of the records of the
Corporation or any other corporation.
14
<PAGE>
SECTION 3. FINANCIAL STATEMENTS FOR SHAREHOLDERS. Unless modified by
--------- -------------------------------------
resolution of the shareholders within 120 days after the close of each fiscal
year, the Corporation shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements of the Corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial statements are prepared for
the Corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, such public accountant's report must accompany them. If not, the
statements must be accompanied by a statement of the President or the person
responsible for the Corporation's accounting records stating his or her
reasonable belief that the statements were prepared on the basis of generally
accepted accounting principles and, if not, describing the basis of preparation
and describing any respects in which the statements were not prepared on a basis
of accounting consistent with the statements prepared for the preceding year.
The Corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the Corporation
to prepare its financial statements. Thereafter, on written request from a
shareholder who was not mailed the statements, the Corporation shall mail him
the latest annual financial statements.
SECTION 4. OTHER REPORTS TO SHAREHOLDERS. If the Corporation
--------- -----------------------------
indemnifies or advances expenses to any director, officer, employee or agent
otherwise than by court order or action by the shareholders of by an insurance
carrier pursuant to insurance maintained by the Corporation, the Corporation
shall report the indemnification or advance in writing to the shareholders with
or before the notice of the next annual shareholders' meeting, or prior to the
meeting if the indemnification or advance occurs after the giving of the notice
but prior to the time the annual report shall include a statement paid, the
amounts paid, and the nature of such payment of the litigation or threatened
litigation.
If the Corporation issues or authorizes the issuance of shares for
promises to perform services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the Corporation, with or before the notice of the next
shareholders' meeting.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
SECTION 1. DEFINITIONS. For purposes of this Article VIII, the
--------- -----------
following terms shall have the meanings hereafter ascribed to them:
15
<PAGE>
(a) "Agent" includes a volunteer.
(b) "Corporation" includes, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger, so that any person who is or was a
director, officer, employee, or agent of a constituent corporation, or is or was
serving at the request of a constituent corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
enterprise, is in the same position with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(c) "Expenses" includes counsel's fees, including those for appeal.
(d) "Liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to any employee
benefit plan), and Expenses actually and reasonably incurred with respect to a
Proceeding.
(e) "Proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
(f) "Serving at the Request of the Corporation" includes any service
as a director, officer, employee, or agent of the Corporation that imposes
duties on such persons, including duties relating to an employee benefit plan
and its participants or beneficiaries.
(g) "Not Opposed to the Best Interest of the Corporation" describes
the actions of a person who acts in good faith and in a manner he reasonably
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.
(h) "Other Enterprise" includes employee benefit plans.
SECTION 2. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
--------- -----------------------------------------------------
AGENTS.
- ------
A. The Corporation shall have power to indemnify any person who was
or is a party to any proceeding (other than an action by, or in the right of,
the Corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner in which he reasonably
16
<PAGE>
believed to be in, or not opposed to, the best interest of the Corporation or,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
B. The Corporation shall have power to indemnify any person, who was
or is a party to any proceeding by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interest of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability that in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which such court shall deem proper.
C. To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
proceeding referred to in subsection A or subsection B, or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
D. Any indemnification under subsection A or subsection B, unless
pursuant to determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth herein. Such determination
shall be made:
1. By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such proceeding;
2. If such a quorum is not obtainable or, even if obtainable,
by majority vote of a committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;
3. By independent legal counsel:
a. Selected by the Board of Directors or the committee;
17
<PAGE>
b. If a quorum of the directors cannot be obtained and a
committee cannot be designated, selected by majority vote of the full Board of
Directors (in which directors who are parties may participate);
4. By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.
E. Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons designated by independent legal
counsel shall evaluate the reasonableness of expenses and may authorize
indemnification.
F. Expenses incurred by an officer or director in defending a civil
or criminal proceeding may be paid by the Corporation in advance of the final
disposition of the such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.
G. The indemnification and advancement of expenses provided pursuant
to this Article are not exclusive, and the Corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
1. A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;
2. A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;
3. In the case of a director, a circumstance under which the
liability provisions of Nevada law are applicable; or
4. Willful misconduct or a conscious disregard for the best
interests of the Corporation in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
18
<PAGE>
H. Indemnification and advancement of expenses as provided in this
Article shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.
I. Notwithstanding the failure of the Corporation to provide
indemnification, and despite any contrary determination of the Board or of the
shareholders in the specified case, a director, officer, employee or agent of
the Corporation who is or was a party to a proceeding may apply for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the Circuit Court, or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice that it
considers necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court ordered indemnification or
advancement of expenses, if it determines that:
1. The director, officer, employee or agent is entitled to
mandatory indemnification in which case the court shall also order the
Corporation to pay the director reasonable expenses incurred in obtaining court
ordered indemnification or advancement of expenses;
2. The director, officer, employee or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the Corporation of its power; or
3. The director, officer, employee or agent is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth herein.
ARTICLE IX
----------
GENERAL PROVISIONS
------------------
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall
--------- -----------
begin on the first day of July and end on the last day of June in each year.
SECTION 2. SEAL. The Board of Directors in its discretion may adopt
--------- ----
a seal for the Corporation in such form as may be determined from time to time
by the Board of Directors.
SECTION 3. AMENDMENT OF BYLAWS. The Board of Directors shall have
--------- -------------------
the power to repeal, alter, amend, and rescind these Bylaws.
19
<PAGE>
CERTIFICATE OF ADOPTION
-----------------------
I hereby certify that the foregoing Bylaws were duly adopted pursuant
to written consent of the shareholders of the Corporation dated as of November
9, 1998.
/s/ Marshall S. Harris
------------------------------------
Marshall S. Harris
Secretary of the Corporation
20
<PAGE>
EXHIBIT 10.130
EMPLOYEE STOCK OPTION AGREEMENT
This Employee Stock Option Agreement ("Agreement") is made and entered into
effective as of the 28/th/ day of August, 1998 (the "Effective Date"), by and
between LA-MAN CORPORATION, a Nevada corporation (the "Company"), and MARSHALL
S. HARRIS, an employee of the Company or one or more of its subsidiaries
("Employee"):
RECITALS:
--------
A. The Company has previously adopted the La-Man Corporation 1994 Amended
and Restated Employee and Consultant Stock Compensation Plan, as amended by
Amendment No. 1 dated as of September 1, 1995 and Amendment No. 2 dated as of
August 29, 1997 (the "1994 Plan");
B. The Company has delivered to Employee a copy of the 1994 Plan,
Employee has read and understands the provisions of such plan, and has consulted
with his own legal and other professional advisors regarding the provisions of
such plan or has voluntarily determined not to seek such separate professional
advice;
C. Employee, as an employee of the Company or one or more of its
subsidiaries, is eligible as of the date hereof to participate in the 1994 Plan,
and the Company desires to grant to Employee certain options under the 1994 Plan
to purchase from the Company newly issued shares of common stock, par value
$.001 per share, of the Company ("Common Stock"), to induce Employee to continue
to pursue the best interests of the Company and to provide an incentive to
Employee to increase his or her equity interest in the Company, all on the terms
and conditions hereinafter stated.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Company and Employee hereby agree as follows:
1. INCORPORATION BY REFERENCE OF 1994 PLAN. The terms and provisions of
---------------------------------------
the 1994 Plan, to the extent relevant to options granted hereunder and
thereunder, are incorporated by reference herein and, in addition to the terms
and conditions stated in this Agreement, terms and conditions of the 1994 Plan
shall apply to the applicable options granted to Employee hereunder to the same
extent and with the same force and effect as if fully set forth in this
Agreement.
<PAGE>
2. GRANT OF OPTIONS.
----------------
2.1 Grant of Options. The Company hereby grants to Employee the following
----------------
options (collectively, the "Options") to purchase from the Company the following
number of newly issued shares of Common Stock ("Option Shares") at the exercise
price and prior to the expiration date ("Expiration Date") set forth below:
Non-qualified Options under the 1994 Plan for 75,000
shares of Common Stock exercisable at the price of
$3.56 per share, the fair market value per share of the
Common Stock on August 28, 1998, and, subject to
Section 3.2 hereof, expiring on August 28,2008.
2.2 Applicability of 1994 Plan. This Agreement is executed pursuant to the
--------------------------
1994 Plan, and the Options granted to Employee hereunder and the obligations of
the Company with respect to the issuance of any Option Shares upon any exercise
of the Options are and shall be subject to all applicable terms and provisions
of the 1994 Plan. To the extent any applicable provisions of the 1994 Plan may
be deemed to conflict with the provisions of this Agreement, the provisions of
the 1994 Plan shall be deemed to govern.
3. EXERCISE OF OPTIONS.
-------------------
3.1 Conditions to Exerciseability. For purposes of this Section 3.1
-----------------------------
"Debentures" means the Company's $3,500,000 aggregate principal amount 8.75%
Convertible Debentures due March 2, 2005. Options shall not be exerciseable
unless and until all of the Debentures are fully paid at or prior to maturity,
or all the Debentures are fully converted into shares of Common Stock, or the
terms and provisions of the Debentures are amended or otherwise modified so as
to permit exercise of the Options without any adjustment to the conversion price
of the Debentures ("Debentures Amendment"). The Options shall become fully
exerciseable on the first (1st) business day following the earlier of:
----------
(a) the effective date of a Debentures Amendment;
(b) the effective date of conversion of all of the Debentures into
Common Stock; or
(c) the payment in full of all principal of, and accrued interest on,
the Debentures.
3.2 Modification of Option Term. When the Options become exerciseable as
---------------------------
provided in Section 3.1, they shall remain exerciseable for a period of time
equal to the earlier of :
(a) the date five (5) years following the date such Options become
exercisable; or
(b) the expiration date provided in Section 2.1.
2
<PAGE>
3.2 Rate of Exercise. Options shall be exercisable by Employee, in the
----------------
manner specified hereinbelow, in increments of not less than 1,000 Option
Shares. In no event shall the Company be required to issue any fractional Option
Shares.
3.3 Manner of Exercise. Employee may exercise the Options at any time
------------------
prior to their respective Expiration Dates, by delivering notice to the Company
in accordance with the provisions of Section 10 hereof specifying the number of
Option Shares to be purchased and accompanied by cash, bank cashier's check or
immediately available wired funds, or check drawn on Employee's bank payable to
or to the order of the Company, in the amount of the per share exercise price of
the Options so exercised multiplied by the applicable number of Option Shares.
Options shall not be exercisable except in accordance with and in the manner
provided in this Section 3.2. The Company shall issue and deliver or cause to be
issued and delivered a certificate or certificates representing the applicable
number of Option Shares upon the exercise of any Options hereunder, upon
satisfaction of the following conditions:
(a) The obtaining of any approval or other clearance from any federal
or state governmental agency which the Company shall in its sole discretion
determine to be necessary or advisable; and
(b) The lapse of such reasonable period of time following the
exercise of the Options as the Company may from time to time establish for
reasons of administrative convenience.
4. NONTRANSFERABILITY OF OPTIONS. Options granted hereunder shall not be
-----------------------------
sold, transferred, assigned, pledged, hypothecated or otherwise disposed of in
any way (by operation of law or otherwise) without the prior written approval of
the Company. Any attempt to sell, transfer, assign, pledge, hypothecate, or
otherwise dispose of any Options or any rights in connection therewith contrary
to the provisions of this Agreement or upon the levy of any attachment or
similar process upon such Options or rights shall cause such Options and rights
to immediately become null and void.
5. SHAREHOLDER RIGHTS. Employee shall not be, nor have any of the rights
------------------
or privileges of, a shareholder of the Company in respect of any Option Shares
issuable upon exercise of any Options unless and until such Option Shares shall
have been fully paid for and a stock certificate or certificates registering
such Option Shares in the name of Employee shall have been duly issued. Employee
covenants and agrees to deliver to the Company or its registrar and transfer
agent any and all documents and instruments required in connection with the
issuance of any stock certificates representing Option Shares.
6. ANTI-DILUTION. In the event of any stock dividend, stock split,
-------------
exchange of shares, recapitalization, reorganization, merger, consolidation,
rights offering or other change of corporate structure involving the Company's
Common Stock, appropriate and proportionate adjustments shall be made in the
number of Option Shares issuable upon exercise of the Options and,
3
<PAGE>
if appropriate, the applicable exercise prices therefor. In the event of any
such adjustment, the Company shall deliver to Employee in the manner specified
in Section 10 hereof a brief written summary of such event and the effect
thereof upon the number of Option Shares issuable upon exercise of any Options
and the effect, if any, on the exercise price of any such Options.
7. RESTRICTIONS ON TRANSFER OF OPTION SHARES. Unless and until the Option
Shares shall have been registered under the applicable provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities laws, Employee shall not sell, transfer or otherwise dispose of
any Option Shares or any interest therein unless and until the Option Shares
have been so registered or Employee shall have delivered or cause to be
delivered to the Company an opinion of counsel (with the identity of such
counsel and the substance of such opinion satisfactory to the Company) to the
effect that such intended sale, transfer or disposition does not violate the
provisions of the Securities Act or any applicable state securities laws.
Without limiting the foregoing, if a registration with respect to the Option
Shares is not in effect under the Securities Act, Employee further agrees that
the Company shall have the right to require, as a condition to the exercise of
the Option, that the Employee represent to the Company in writing that the
Option Shares to be received upon exercise of the Option will be acquired by
Employee for investment and not with a view to distribution. Upon exercise of
any Options:
(a) If Employee is subject to the reporting requirements under
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
Employee shall timely furnish to the Company a copy of each Form 3, Form 4
or Form 5 required to be filed by Employee with the Securities and Exchange
Commission (the "SEC") and will timely file with the SEC all reports
required to be file by Employee;
(b) Employee shall thereafter report all sales of Option Shares to
the Company in writing on the form prescribed from time to time by the
Company. Unless and until the Option Shares are registered under the
Securities Act and applicable state securities laws, certificates
representing any Option Shares may be imprinted with legend conditions
reflecting federal and state securities laws restrictions and conditions
and the Company may comply therewith by issuing "stop transfer"
instructions to its transfer agents and registrars without liability.
8. RELEASE BY EMPLOYEE. In consideration of the Options granted hereunder
-------------------
to Employee, Employee, for himself and his successors, assigns, heirs,
executors, administrators, legal representatives and all persons or entities
acting on Employee's behalf or who might claim through Employee, hereby
completely, unconditionally, voluntarily and knowingly release and forever
discharges the Company and its predecessors, successors, assigns, affiliates,
officers, directors, shareholders, employees, agents and representatives and all
persons who might be liable through any of the foregoing, of and from any and
all claims, demands, damages, actions, causes of action or suits at law and
equity, of whatsoever kind or nature, for or on account of or in connection with
any claim that the Company is obligated to issue, grant or deliver or cause to
be issued, granted or delivered to or for the account or benefit of Employee any
shares of capital stock, warrants, options (other than the Options granted
herein) or other securities of any kind or nature exchangeable for or
4
<PAGE>
convertible into securities of the Company, unless and only to the extent such
obligation is expressed in a written agreement duly signed on behalf of the
Company.
9. INFORMATION TO BE FURNISHED BY EMPLOYEE. Upon or prior to the exercise
---------------------------------------
of any Option, Employee shall furnish to the Company in writing such information
or assurances as, in the Company's opinion, may be necessary to enable the
Company to comply fully with the Securities Act and the rules and regulations
thereunder and any other applicable federal or state statutes, rules and
regulations. The Company shall take such steps as may be necessary to comply
with all applicable laws and regulations, including the rules and regulations of
the SEC.
10. NOTICES. All Option exercise notices and other notices and
-------
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by telex or telecopy (and promptly confirmed by
mail) to the parties as follows (or at such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notices of changes of address shall only be effective upon receipt):
If to the Company to:
La-Man Corporation
Attention: J. William Brandner, President
5029 Edgewater Drive
Orlando, FL 32810
If to Employee to:
Marshall S. Harris
2443 Via Sienna
Winter Park, FL 32789
11. COUNTERPARTS. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. GOVERNING LAW. This Agreement shall be governed by, and construed and
-------------
interpreted in accordance with and under, the laws of the State of Florida. If a
court or other body of competent jurisdiction determines that any term or
provision of this Agreement is excessive in scope, such term or provision shall
be adjusted rather than voided and interpreted so as to be enforceable to the
fullest extent possible, and all other terms and provisions of this Agreement
shall be deemed valid and enforceable to the fullest extent possible.
13. BINDING EFFECT; PARTIES IN INTEREST. Subject to the nontransferability
-----------------------------------
provision of Section 4 hereof, this Agreement shall be binding upon and inure to
the benefit of the respective heirs, representatives, successors and assigns of
the parties hereto. Nothing expressed or
5
<PAGE>
referred to in this Agreement is intended or shall be construed to give any
person other than the parties to this Agreement, or their respective successors
or assigns, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.
14. ENTIRE AGREEMENT. Subject to the provisions of Sections 1 and 2.2
----------------
hereof, this Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
representations, agreements, arrangements or understandings not expressly set
forth herein.
15. TAXES. All taxes resulting from the issuance or exercise of the
-----
Options shall be the sole responsibility of Employee. The Company assumes no
responsibility for any taxes resulting from such issuance or exercise. Upon
exercise of the Options in whole or in part, the Company is authorized to
withhold (or cause the appropriate subsidiary of the Company to withhold) from
Employee's salary or other cash compensation such sums of money as are necessary
to pay Employee's withholding tax. The Company may elect to withhold from Option
Shares otherwise issuable hereunder a sufficient number to satisfy the Company's
withholding obligations. If the Company becomes required to pay withholding tax
to any federal, state or other taxing authority as the result of the granting of
the Options to Employee or the exercise thereof and Employee fails to provide
the Company with the funds with which to pay such withholding tax, the Company
may withhold up to 50% of each payment of salary or other consideration
otherwise payable to Employee (which will be in addition to any other required
or permitted withholdings), until the Company has been reimbursed for the entire
withholding tax it is required to pay.
16. ASSURANCES. Each of the parties hereto shall execute and deliver any
----------
and all additional papers and documents, and shall do any and all further acts
and thing, as may be reasonably necessary in connection with the performance of
their obligations hereunder and to carry out the intent of this Agreement.
17. ATTORNEYS' FEES. In the event that either party hereto brings an
---------------
action or proceeding for a declaration of the rights of the parties under this
Agreement, for injunctive relief, for an alleged breach or default, or any other
action arising out of this Agreement or the transactions contemplated hereby, or
in the event that any party is in default of its obligations hereunder, whether
or not suit is filed or prosecuted to final judgment the prevailing party shall
be entitled to recover reasonable attorneys' fees, in addition to any other
court costs incurred and any other damages or relief awarded.
18. MODIFICATIONS, AMENDMENTS AND WAIVERS. No amendment, change or
-------------------------------------
modification of this Agreement shall be valid unless it is in writing signed by
the parties hereto and expressly states that an amendment, change or
modification of this Agreement is being made. No claim of waiver, consent, or
acquiescence with respect to any provision of this Agreement shall be made
against any party hereto accept on the basis of a written instrument executed by
or on behalf of such party. The party hereto for whose benefit a condition is
herein inserted shall have the unilateral right to waive such condition.
6
<PAGE>
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement
as of the date first above written.
LA-MAN CORPORATION,
a Nevada Corporation
By: /s/ J. William Brandner
-----------------------
J. William Brandner
President and Chief Executive
Officer
EMPLOYEE
/s/ Marshall S. Harris
---------------------------
MARSHALL S. HARRIS
<PAGE>
EXHIBIT 22
DISPLAY TECHNOLOGIES, INC.
SUBSIDIARIES
AS OF NOVEMBER 20, 1998
DISPLAY TECHNOLOGIES, INC. (f/k/a La-Man Corporation) (Nevada)
Ad Art Electronic Sign Corporation (Florida)
E.S.C. of Nevada, Inc. (Nevada)
Certified Maintenance Services, Inc. (Florida)
Don Bell Industries, Inc. (Florida)
Don Bell Industries of Nevada, Inc. (Nevada)
J.M. Stewart Manufacturing, Inc. (Florida)
La-Man Corporation (Nevada)
Nevada SEMCO, Inc. (Nevada)
J.M. Stewart Corporation (Florida)
J.M. Stewart Industries, Inc. (Florida)
Vision Trust Marketing, Inc. (Florida)
