PENN-AKRON CORPORATION
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 13, 2000
Commission File No. 0-12597
PENN-AKRON CORPORATION
(Name of Small Business Issuer in its Charter)
NEVADA 11-843262
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)269-9500
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Sections 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
CHANGES IN DOMICILE
Item 5. On March 13, 1999 the Company, through a majority
shareholder vote, changed its domicile to Nevada through a merger
with Penn-Akron Corporation, a Nevada corporation. The Plan of
Merger provided for the dissenting shareholders to be paid the
amount, if any, to which they would be entitled under the Delaware
Corporation Statues with respect to the rights of dissenting
shareholders. The company also changed its par value to $.001 and
the amount of authorized common stock to 100,000,000.
In addition, on March 13, 2000 the Board of Directors determined
that it was in the best interest of the Company to effect a 1.75
for 1 forward split of its common stock.
Exhibits and Reports on Form 8-K
Exhibit Number Description
- -------------- -----------
3.(i) Articles of Incorporation Nevada
3.(ii) By-Laws
2 Articles of Merger Delaware to Nevada
2 Plan of Merger - Delaware to Nevada
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Penn-Akron Corporation
Date: 4-7-00 By /s/ Curtis Olsen
President and Director
ARTICLES OF INCORPORATION
OF
PENN-AKRON CORPORATION
The undersigned, a natural person being more than eighteen
years of age, acting as incorporator of a corporation pursuant to
the provisions of the General Corporation Laws of the State of
Nevada, does hereby adopt the following Articles of Incorporation
for such corporation:
Article I
Name
The name of the corporation is Penn-Akron Corporation.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which
may be conducted under the laws of the State of Nevada or any
other state or nation wherein this corporation shall be authorized
to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage,
sell, manufacture, assign and transfer or otherwise dispose of,
invest, trade, deal in and with real and personal property, of
every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures and
other evidences of indebtedness in the furtherance of any of the
stated purposes of the corporation.
Section 4. To enter into or exercise contracts of any kind
and character, sealed or unsealed, with individuals, firms,
associations, corporations (private, public or municipal),
political subdivisions of the United States or with the Government
of the United States.
Section 5. To acquire and develop any interest in patents,
trademarks and copyrights connected with the business of the
corporation.
Section 6. To borrow money, without limitation, and give a
lien on any of its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all
or any part of, or any interest in, the properties, assets,
business and good will of any one or more persons, firms,
associations or corporations either within or out of the State of
Nevada heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of
the State of Nevada; pay for the same in cash, property or the
corporation's own securities; hold, operate, reorganize,
liquidate, sell or in any manner dispose of the whole or any part
thereof; and in connection therewith, assume or guaranty
performance of any liabilities, obligations or contracts of such
persons, firms, associations or corporations and to conduct the
whole or any part of any business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise
acquire, own and hold, sell, lend, exchange, reissue, transfer or
otherwise dispose of, pledge, use, cancel and otherwise deal in
and with the corporation's shares and its other securities from
time to time to the extent, in the manner and upon terms
determined by the Board of Directors; provided that the
corporation shall not use its funds or property for the purchase
of its own shares of capital stock when its capital is impaired or
when the purchase would cause any impairment of the corporation's
capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be
organized under the laws of any state of the United States of
America, or of any commonwealth, territory, agency or
instrumentality of the United States of America, or of any foreign
country, a corporation or corporations for the purpose of
conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or
proper for the accomplishment of any of the purposes or the
attainment of any of the objects herein enumerated, or which shall
at any time appear conductive to or expedient for the protection
or benefit of the corporation.
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall
consist of the following stock: Ten million common shares, par
value $.01 per share. Each common share shall have equal rights as
to voting and in the event of dissolution and liquidation. There
shall be no comulative voting by shareholders.
Section 2. The shareholders shall have no preemptive rights
to acquire any shares of this corporation.
Section 3. The common and preferred stock of the corporation,
after the amount of the subscription price has been paid in, shall
not be subject to assessment to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office and registered agent of
the corporation is Gateway Enterprises, 3230 E. Flamingo Road,
Suite 156, Las Vegas, Nevada, zip code 89121, Clark county. The
corporation may maintain such other office, either within or out
of the State of Nevada, as the Board of Directors may from time to
time determine or the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors.
There shall be one (1) or more directors as to serve, from time to
time, as elected by the Shareholders, or by the Board of Directors
in the case of a vacancy. The original Board of Directors shall be
comprised of one (1) person and the name and address of the person
who is to serve as director until the first annual meeting of
shareholders and until successors are elected is:
Curtis Olsen
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
Article VII
Indemnification
As the Board of Directors may from time to time provide in
the By-laws or by resolution, the corporation may indemnify its
officers, directors, agents and other persons to the full extent
permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Curtis Olsen
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
Article IX
Controlling Interest
The provisions of NRS 78.378 to 78.3793 inclusive shall not
be applied to any acquisition of a controlling interest in the
corporation.
Dated this 13th day of March, 2000.
_____/s/_______________
Curtis Olsen
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Penn-Akron Corporation, Gateway
Enterprises,
with the address at 3230 E. Flamingo Road, Suite 156, Las Vegas,
Nevada 89121, Clark county, hereby accepts the appointment as
Resident Agent of the above entitled corporation in accordance
with NRS 78.090.
FURTHERMORE, the mailing address for the above registered
office is the same as the above address.
In witness whereof, the duly authorized officer has hereunto
set his hand this 13th day of March, 2000.
Gateway Enterprises
Resident Agent
By: _______/s/_________________
______________________________________________________________
NRS 78.090 Except during any period of vacancy described in
NRS 78.097, every corporation must have a resident agent, who may
be either a natural person or a corporation, resident or located
in the state. Every resident agent must have a street address,
where he maintains an office for the service of process, and may
have a separate mailing address such as a post office box, which
may be different from the street address. The address of the
resident agent may be any bank or banking corporation, or other
corporation, located and doing business in this state. This
certificate of acceptance must be filed at the time of the initial
filing of the corporate papers.
BYLAWS OF
Penn-Akron Corporation
ARTICLE 1
Corporate Identification
1.01. Name. The corporation shall transact business
under the name of Penn-Akron Corporation
1.02. Corporate Offices. The Corporation shall maintain
such offices, within or without the State of Nevada, as the Board
of Directors may from time to time designate. The location of the
principle office may be changed by the Board of Directors.
1.03. Seal. The Board of Directors shall provide for a
corporate seal, which shall be circular in form and shall have
inscribed thereon the name of the corporation, the state of
incorporation, and the words "Corporate Seal."
1.04. Fiscal Year. The fiscal year of the corporation
shall begin on the 1st day of March, and shall end on the 28th day
of February.
ARTICLE 2
Shareholders
2.01. Place of Meetings. Meetings of the shareholders of
the corporation shall be held at the principal office of the
corporation, unless all shareholders entitled to vote agree in
writing to meet elsewhere.
2.02. Annual Meetings. The annual meeting of the
shareholders shall be held at 10:00 o'clock a.m. on the first
Tuesday of June each year. If this day is a legal holiday, then
the meeting shall be held on the first following day that is not a
legal holiday. A failure to hold the annual meeting shall not
impair the ability of the corporation to act or transact business.
2.03. Special Meetings. Special meetings of the
shareholders may be called by the President or by the Board of
Directors, and shall be called by the President upon the signed
written request of the holders of ten percent or more of the
outstanding shares of the corporation entitled to vote at the
meeting. Only business within the purpose or purposes described
in the notice of the meeting may be conducted at a special meeting
of the shareholders.
2.04. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the shareholders, may be
taken without a meeting if a consent, in writing, setting forth
the action so taken is signed by a majority of the shareholders
who would have been entitled to vote on the action had a meeting
been held.
2.05. Notice of Meetings. Written notice stating the
place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered or mailed to each shareholder who is entitled
to vote at the meeting with the written or printed signature of
the President and Secretary subscribed thereto, not less than ten
nor more than sixty days before the date of the meeting. A waiver
of the notice of any meeting, in writing, signed by the person
entitled to the notice, whether before, at, or after the time
stated therein, shall be deemed equivalent of such notice.
Attendance by a shareholder, without objection to the notice,
whether in person or by proxy, at a shareholders' meeting shall
constitute a waiver of notice of the meeting.
2.06. Closing of Transfer Books. For the purposes of
determining the shareholders who are entitled to notice of or to
vote at a meeting of shareholders or an adjournment thereof, or
the shareholders who are entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be
closed for a stated period not to exceed fifty days. If the stock
transfer book shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date
as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in the
case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such
determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at
a meeting of shareholders, or of shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where
the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.
2.07. Voting Lists. The officer or agent having charge
of the stock transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical
order with the address of, and the number of shares held by each
shareholder, which list, for the period between its compilation
and the meeting for which it was compiled, shall be kept on file
at the registered office of the corporation and shall be subject
to inspection by any shareholder at any time during normal
business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to
inspection by any shareholder during the meeting. The original
stock transfer book shall be prima facie evidence of the
shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.
2.08. Quorum and Voting. A majority of the outstanding
shares of the corporation entitled to vote, when represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time (but not to
exceed sixty days) without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally scheduled. The shareholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of shareholders
sufficient to leave less than a quorum. Unless a greater vote on
a particular matter is required by law, by the Articles of
Incorporation, or by these Bylaws, a majority vote of the shares
present and entitled to vote shall carry any action proposed or
voted on at a shareholders' meeting.
2.09. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by the shareholder's authorized attorney in fact.
Such proxy may be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.
2.10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent, or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provisions, as the Board of
Directors of such corporation may determine, provided, however,
that no shares held by another corporation, the election of whose
directors is controlled by this corporation, shall be entitled to
vote.
Shares held by an administrator, executor, guardian, or
conservator may be voted by such person, either in person or by
proxy, without a transfer of such shares into such person's name.
Shares standing in the name of a trustee may be voted by the
trustee, either in person or by proxy, but a trustee shall not be
entitled to vote shares so held without a transfer of such shares
into the trustee's name.
Shares standing in the name of a receiver may be voted by the
receiver, and shares held by or under the control of a receiver
may be voted by the receiver without the transfer thereof into the
receiver's name if the authority to do so is contained in an
appropriate order of the court by whom the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held
by it in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given
time.
ARTICLE 3
Board of Directors
3.01. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, except as
otherwise provided by law or by the Articles of Incorporation.
3.02. Number, Tenure, and Qualifications. The number of
directors of the corporation shall be no less than one and no more
than five. The number of directors may be changed only as
provided in the Articles of Incorporation. Each director shall
hold office until the next annual meeting of the shareholders and
until his or her successor shall have been elected and qualified.
Directors need not be residents of any particular state or
shareholders of the corporation.
3.03. Regular Meetings. A meeting of the Board of
Directors shall be held without notice other than this provision
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of regular meetings without
other notice than such resolution.
3.04. Special Meetings; Notice. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any
place, wherever located, as the place for holding a special
meeting of the Board of Directors called by them. Written notice
of a special meeting shall be given to each director at least two
days prior to a special meeting, except that if the written notice
is mailed to a director or is given by telegram at least four days
prior notice must be given, which notice shall be deemed given
when mailed or telegraphed. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of
the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
3.05. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or
any committee thereof, may be taken without a meeting if a written
consent setting forth the action so taken is signed by all of the
directors that would have been entitled to vote on the action had
a meeting been held.
3.06. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority be
present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. The
directors present at a meeting may continue to transact business
until adjournment not withstanding the withdrawal of directors
sufficient to leave less than a quorum.
3.07. Voting Requirements. Except as otherwise provided
by law, in the Articles of Incorporation, or in these Bylaws, a
majority vote of the directors present at a meeting at which a
quorum is present shall be required for an act or resolution under
consideration to constitute an act or resolution of the Board of
Directors.
3.08. Vacancies. Any vacancy occurring in the Board of
Directors shall be filled by the Board of Directors until an
annual meeting is held and new directors are elected by the
shareholders. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at
an annual meeting of shareholders or at a special meeting of
shareholders called for that purpose. A director chosen to fill a
vacancy resulting from an increase in the number of directors
shall hold office until the director's successor shall have been
elected and qualified.
3.09. Compensation. By resolution of the Board of
Directors the directors may be paid their expenses, if any, for
attendance at any meeting of the Board of Directors, and, if such
compensation is approved by a majority vote of the shareholders
entitled to vote, may be paid a fixed sum for attendance at any
meeting of the Board of Directors or a stated salary as director.
No payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
3.10. Presumption of Assent. A director of the
corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless the dissent of the
director shall be entered in the minutes of the meeting or unless
the director shall file a written dissent to such action before
adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of the action dissented to.
3.11. Removal of Directors. At a special meeting of the
shareholders called expressly for that purpose, Directors may be
removed in the manner provided in this section. One or more
directors or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. No
director may be removed if the votes cast against a director's
removal would be sufficient to elect the director if cumulatively
voted at an election of the entire Board of Directors. A director
shall be entitled to receive notice of and a hearing with respect
to his or her removal for cause.
3.12. Standards of Conduct. A director shall discharge
his or her duties as a director, including his or her duties as a
member of a committee, in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar
circumstances; and in a manner that he or she reasonably believes
to be in the best interests of the corporation.
In discharging his or her duties a director is entitled to
rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:
(1) one or more officers or employees of the
corporation whom the director reasonably believes to be
reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons
as to matters the director reasonably believes are within the
person's professional or expert competence; or
(3) a committee of the board of directors of which the
director is not a member if the director reasonably believes
the committee merits confidence.
A director is not acting in good faith if the director has
knowledge concerning the matter in question that makes otherwise
permissible reliance unwarranted.
A director is not liable for any action taken as a director,
or any failure to take any action, if he or she performed the
duties of office in compliance with this section.
ARTICLE 4
Officers
4.01. Number, Election and Tenure. The officers of the
corporation shall be a President, a Vice President, a Secretary,
and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors. All officers of the corporation shall serve at the
pleasure of the Board of Directors for the compensation fixed
under Section 4.09 of these Bylaws. Any two or more offices may
be held by the same person, except as otherwise provided by law.
4.02. Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed, with or without cause,
by the Board of Directors whenever in its judgment the best
interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person so removed.
4.03. Vacancies. Whenever a vacancy shall occur in any
office by reason of death, resignation, increase in number of
offices of the corporation, or otherwise, the vacancy shall be
filled by the Board of Directors, and the officer so elected shall
hold office as provided in Section 4.01 of these Bylaws.
4.04. President. The President shall be the principal
executive officer of the corporation, and, subject to the control
of the Board of Directors, shall have general control of the
business, affairs, and property of the corporation, and control
over its agents, officers, and employees. The President shall,
when present, preside at all meetings of the shareholders and of
the Board of Directors, and shall perform such other duties and
exercise such other powers as from time to time may be assigned to
the President by these Bylaws or by the Board of Directors.
4.05. Vice President. The Vice President shall perform
all duties incumbent upon the President during the absence or
disability of the President, and shall perform such other duties
as from time to time may be assigned to the Vice President by
these Bylaws or by the Board of Directors.
4.06. The Secretary. The Secretary shall: (a) keep the
minutes of the shareholders' meetings and of the Board of
Directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws as required by law; (c) be the
custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to
all documents, the execution of which on behalf of the corporation
under its seal, is duly authorized; (d) keep a register of the
address of each shareholder, which shall be furnished to the
secretary by such shareholder; (e) sign with the President, or the
Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by a resolution of
the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) perform all duties
incident to the office of secretary and such other duties as from
time to time may be assigned to the Secretary by the President or
the Board of Directors.
4.07. The Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors shall determine. The Treasurer
shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give
receipts for monies due and payable to the corporation from any
source whatsoever; (c) deposit all monies received in the name of
the corporation in the banks or other depositories as shall be
selected in accordance with the provisions of Article 5 of these
Bylaws; and (d) perform the duties as from time to time may be
assigned to the Treasurer by the President or the Board of
Directors.
4.08. Assistant Secretaries and Treasurers. One or more
Assistant Secretaries or Assistant Treasurers may be appointed by
the Board of Directors. Such persons shall have such duties as
from time to time may be assigned to them by the Board of
Directors, the President, or the Secretary or Treasurer, as the
case may be.
4.09. Compensation. The compensation of the officers
shall be fixed or approved from time to time by the Board of
Directors and no officer shall be prevented from receiving such
compensation by reason of the fact that the officer is also a
director of the corporation.
ARTICLE 5
Contracts, Loans, Checks, Deposits, and Official Books and Records
5.01. Contracts. The Board of Directors may authorize
any officer or agent to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to
specific matters.
5.02. Loans. No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. The Board of Directors shall have the following power
with respect to the lending of funds:
(a) Loans of Funds, Generally. To lend money in
furtherance of any of the purposes of the Corporation; to
invest and reinvest the funds of the Corporation from time to
time; and to take and hold any property as security for the
payment of funds so loaned or invested.
(b) Loans to Employees and Directors. If approved by
the holders of a majority of the voting shares, to lend money
and use its credit to assist any employee or director of the
Corporation, if the Board of Directors determines that such
loan or assistance may benefit the Corporation.
5.03. Checks, Drafts, Etc. All checks, drafts, or other
orders for the payment of money, notes, or other evidence of
indebtedness issued in the name of the corporation shall be signed
by such officer or agent of the corporation and in such manner as
shall from time to time be determined by a resolution of the Board
of Directors.
5.04. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks or other depositories as
the Board of Directors may by resolution select.
5.05. Official Books and Records. The official books and
records of the corporation shall consist of the minute book, the
stock book, the stock transfer book, and the books and records of
account. The Secretary shall be responsible for their upkeep and
safekeeping. Any shareholder, either in person or by
representative, shall have the right to inspect and make copies or
extracts of the official books and records at any reasonable time
for any lawful purpose.
ARTICLE 6
Capital Stock
6.01. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the President or the Vice President and by the Secretary
or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
canceled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
Board of Directors may prescribe.
6.02. Consideration for Shares. The consideration for
the issuance of shares may be paid, in whole or in part, in money,
in other property, tangible or intangible, or in labor or services
actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been
received by the Corporation, such shares shall be deemed to be
fully paid and nonassessable. In the absence of fraud in the
transaction, the judgment of the Board of Directors as to the
value of the consideration received for shares shall be
conclusive. No certificate shall be issued for any share until
the share is fully paid.
6.03. Issuance of Shares. Shares of capital stock of the
corporation shall not be issued except on a majority vote of the
Board of Directors. The vote of each director shall appear in the
written minutes of each Board of Directors' meeting in which the
issuance of shares was approved.
6.04. Dividends. The holders of the capital stock of the
Corporation shall be entitled to receive, when and as declared by
the Board of Directors, solely out of unreserved and unrestricted
earned surplus, dividends payable either in cash, in property, or
in shares of capital stock. No dividends shall be paid upon the
capital stock in any medium if the source out of which it is
proposed to pay the dividend is due to or arises from unrealized
appreciation in value or from a revaluation of assets, or if the
Corporation is, or is thereby rendered, incapable of paying its
debts as they become due in the usual course of its business.
6.05. Uncertified Shares. Shares of the capital stock of
the Corporation shall not be issued without a certificate.
ARTICLE 7
Amendments
7.01. Amendment. These Bylaws may be amended or
repealed, and new bylaws may be adopted, by the holders of a
majority of the voting shares at any annual or special meeting or
by a majority vote of the Board of Directors at any regular or
special meeting, except that the shareholders in amending or
repealing a particular bylaw may provide that the Board of
Directors may not amend or repeal that bylaw.
Accepted and Adopted by the Board of Directors on the 13th day
of March, 2000.
By: _______/s/________________
Curtis Olsen, President
ARTICLES OF MERGER
OF
PENN-AKRON CORPORATION
(A Delaware Corporation)
INTO
PENN-AKRON CORPORATION
(A Nevada Corporation)
The Undersigned, being all of the Directors of Penn-Akron
Corporation, a Delaware Corporation, and all of the officers and
directors of Penn-Akron Corporation, a Nevada Corporation, hereby
certify as follows:
1. A merger for the purpose of changing domicile has been
approved by the Board of Directors of Penn-Akron Corporation,
a Delaware corporation, and Penn-Akron Corporation, a Nevada
corporation.
2. Shareholders owning 3,127,443 of the shares of common stock
of Penn-Akron Corporation, a Delaware corporation, voted in
favor of such merger on March 13, 2000, which number of
shares is a majority of the 6,025,329 shares outstanding and
are sufficient in number for approval. The sole shareholder
of Penn-Akron Corporation, a Nevada corporation, voted for
such a plan of merger on March 13, 2000.
3. A Notice, including a summary of the merger, was mailed to
all shareholders of the Delaware corporation on or about
March 3, 2000.
4. Penn-Akron Corporation, a Nevada corporation, hereby agrees
that it will promptly pay to the dissenting shareholders, if
any, of Penn-Akron Corporation, a Delaware corporation, the
amount, if any, to which they shall be entitled under the
provisions of the Delaware Corporation Statutes with respect
to the rights of dissenting shareholders.
Effective the 13th day of March, 2000.
PENN-AKRON CORPORATION PENN-AKRON CORPORATION
A DELAWARE CORPORATION A NEVADA CORPORATION
By: ______/s/________________ By: _______/s/____________
Curtis Olsen, President Curtis Olsen, President
By: _____/s/_________________ By: _______/s/____________
Allison Olsen, Secretary Allison Olsen, Secretary
Plan of Merger
of
Penn-Akron Corporation
(A Delaware Corporation)
and
Penn-Akron Corporation
(A Nevada Corporation)
THIS PLAN OF MERGER (the "Plan") dated as of March 13, 2000
is entered into by and between Penn-Akron Corporation, a Delaware
corporation ("PNDE"), and Penn-Akron Corporation, a Nevada
corporation ("PNNV"), such corporations being hereinafter
collectively referred to as the "Constituent Corporations."
Premises
WHEREAS, PNNV is a corporation duly organized and existing
under the laws of the state of Nevada, having an authorized
capital of 10,000,000 shares of common stock, par value $0.01 per
share (the "Common Stock of PNNV"), of which 1000 shares are
issued and outstanding as of the date hereof;
WHEREAS, HSWY is a corporation duly organized and existing
under the laws of the state of Delaware, having an authorized
capital of 10,000,000 shares of common stock, par value $0.01 per
share (the "Common Stock of PNDE"), of which 6,025,329 shares are
issued and outstanding as of the date hereof; and
WHEREAS, the respective boards of directors and shareholders
of the Constituent Corporations have each duly approved this Plan
providing for the merger of PNDE with and into PNNV with PNNV as
the surviving corporation as authorized by the statutes of the
states of Delaware and Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, and for the
purpose of setting forth the terms and conditions of said merger
and the manner and basis of causing the shares of PNDE to be
converted into shares of stock of PNNV and such other provisions
as are deemed necessary or desirable, the parties hereto have
agreed and do hereby agree, subject to the approval and adoption
of this Plan by the requisite vote of the stockholders of each
Constituent Corporation, and subject to the conditions hereinafter
set forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, PNDE and PNNV shall
cease to exist separately and PNDE shall be merged with and into
PNNV, which is hereby designated as the "Surviving Corporation,"
the name of which on and after the Effective Date (as hereinafter
defined) of the merger shall be "Penn-Akron Corporation" or such
other name as may be available and to which the parties may agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those
set forth elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) PNDE shall be merged into PNNV to form a single
corporation, and PNNV shall be designated herein as the Surviving
Corporation.
(2) The separate existence of PNDE shall cease.
(3) The Surviving Corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to all
duties and liabilities of a corporation organized under the laws
of the state of Nevada.
(4) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, immunities, and
franchises, of a public as well as a private nature, of each of
the Constituent Corporations; all property, real, personal, and
mixed, and all debts due of whatever account, including
subscriptions to shares, and all and every other interest, of or
belonging to or due to each of the Constituent Corporation shall
be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; the title to
any real estate, or any interest therein, vested in either
Constituent Corporation shall not revert or be in any way impaired
by reason of the merger; the Surviving Corporation shall
thenceforth be responsible and liable for all the liabilities and
obligations of each of the Constituent Corporations; any claim
existing or action or proceeding pending by or against either of
such Constituent Corporations may be prosecuted as if the merger
had not taken place, or the Surviving Corporation may be
substituted in place of the Constituent Corporation; and neither
the rights of creditors nor any liens on the property of either of
the Constituent Corporations shall be impaired by the merger.
(b) On the Effective Date of the merger, the board of
directors of the Surviving Corporation shall consist of the
members of the board of directors of PNNV immediately prior to the
merger, to serve thereafter in accordance with the bylaws of the
Surviving Corporation and until their respective successors shall
have been duly elected and qualified in accordance with such
bylaws and the laws of the state of Nevada.
(c) On the Effective Date of the merger, the officers of the
Surviving Corporation shall be the officers of PNNV immediately
prior to the merger, with such officers to serve thereafter in
accordance with the bylaws of the Surviving Corporation and until
their respective successors shall have been duly elected and
qualified in accordance with such bylaws and the laws of the state
of Nevada.
If on the Effective Date of the merger, a vacancy shall exist
in the board of directors or in any of the offices of the
Surviving Corporation, such vacancy may be filled in the manner
provided for in the bylaws of the Surviving Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the
Constituent Corporations and the mode of carrying the merger into
effect are as follows.
(a) Each share of Common Stock of PNDE outstanding on the
Effective Date of the merger shall, without any action on the part
of the holder thereof, be converted into one fully paid and
nonassessable share of Common Stock of PNNV which shall, on such
conversion, be validly issued and outstanding, fully paid, and
nonassessable, and shall not be liable to any further call, nor
shall the holder thereof be liable for any further payments with
respect thereto. After the Effective Date of the merger, each
holder of an outstanding certificate which prior thereto
represented shares of Common Stock of PNDE shall be entitled, on
surrender thereof along with the payment of $15 to PNDE's transfer
agent Fidelity Transfer Company, 1800 S. Temple, Salt Lake City,
UT 84115, to receive in exchange therefore a certificate or
certificates representing the number of whole shares of Common
Stock of PNNV, which such shares shall have converted into. Until
so surrendered, each such outstanding certificate (which prior to
the Effective Date of the merger represented shares of Common
Stock of PNDE) shall for all purposes evidence the ownership of
the shares of PNNV into which such shares shall have been
converted.
(b) All shares of the Common Stock of PNNV into which shares
of the Common Stock of PNDE shall have been converted pursuant to
Article III shall be issued in full satisfaction of all rights
pertaining to the shares of Common Stock of PNDE, as applicable.
(c) If any certificate for shares of PNNV is to be issued in
a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the
issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer, that
the transfer be in compliance with applicable federal and state
securities laws, and that the person requesting such exchange pay
to PNNV or any agent designated by it any transfer or other taxes
required by reason of the issuance of a certificate for shares of
PNNV in any name other than that of the registered holder of the
certificate surrendered, or establish to the satisfaction of PNNV
or any agent designated by it that such tax has been paid or is
not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of PNNV shall, on the merger
becoming effective, be and constitute the articles of
incorporation of the Surviving Corporation until amended in the
manner provided by law. The bylaws of PNNV shall, on the merger
becoming effective, be and constitute the bylaws of the Surviving
Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of
the Constituent Corporations as provided by the laws of the States
of Delaware and Nevada. After the approval or adoption thereof by
the stockholders of each Constituent Corporation in accordance
with the requirements of the applicable laws, all required
documents shall be executed, filed, and recorded, and all required
acts shall be done in order to accomplish the merger under the
provisions of the laws of the states of Delaware and Nevada.
Article VI
Officers and Directors
The officers and directors of PNNV shall remain the officers
and directors of PNNV, after the Merger, and such officers and
directors shall serve until the next annual meeting of
shareholders and until such time as their successors are duly
elected and shall qualify.
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following
actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved
by and on behalf of each Constituent Corporation in accordance
with the laws of the states of Delaware and Nevada;
(b)This Plan, or certificate of merger in the form
required, executed and verified in accordance with the laws of the
states of Delaware and Nevada, shall be filed in the Offices of
the Secretary of State of Delaware and Nevada; and
(c) The date on which such actions are completed and
such merger is effected is herein referred to as the "Effective
Date."
2. If at any time the Surviving Corporation shall deem or be
advised that any further grants, assignments, confirmations, or
assurances are necessary or desirable to vest, perfect, or confirm
title in the Surviving Corporation, of record or otherwise, to any
property of PNDE acquired or to be acquired by, or as a result
of, the merger, the officers and directors of PNDE or any of them
shall be severally and fully authorized to execute and deliver any
and all such deeds, assignments, confirmations, and assurances and
to do all things necessary or proper so as to best prove, confirm,
and ratify title to such property in the Surviving corporation and
otherwise carry out the purposes of the merger and the terms of
this Plan.
3. The Surviving Corporation may be served with process in
the State of Delaware in any proceeding for the enforcement of any
obligation of PNDE as well as for enforcement of any obligation of
the Surviving Corporation arising from the merger and in any
proceeding for the enforcement of the rights of a dissenting
shareholder of PNDE against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the
dissenting shareholders of PNDE the amount, if any, to which they
shall be entitled under the provisions of the Delaware Revised
Business Corporation Act with respect to the rights of dissenting
shareholders
5. The Secretary of State of the State of Delaware shall be
irrevocable appointed as the agent of the Surviving Corporation
to accept service of process in any such proceeding;
6. The Surviving Corporation's address for any service of
process received by the Secretary of State is Gateway Enterprises,
3230 E. Flamingo Road, Suite 156, Las Vegas, NV 89121.
7. This Plan cannot be altered or amended, except pursuant
to an instrument in writing signed on behalf of the parties
hereto.
8. For the convenience of the parties and to facilitate the
filing and recording of this Plan, any number of counterparts
hereof may be executed, each such counterpart shall be deemed to
be an original instrument, and all such counterparts together
shall be considered one instrument.
9. This Plan shall be governed by and construed in
accordance with the laws of the state of Nevada.
The foregoing Plan of Merger, having been approved by the
board of directors of each Constituent Corporation, the president
and secretary of PNDE, and the president and secretary of PNNV, do
hereby execute this Plan of Merger this 13th day of March, 2000,
declaring and certifying that this is our act and deed and the
facts herein stated are true.
Penn-Akron Corporation Penn-Akron Corporation
a Delaware corporation a Nevada corporation
/s/ /s/
By: Curtis Olsen, President By: Curtis Olsen, President
/s/ /s/
By: Allison Olsen, Secretary By: Allison Olsen, Secretary
